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CONVERSION OF LIMITED LIABILITY PARTNERSHIP INTO COMPANY

Procedure for conversion

Several businesses started in India as Limited Liability Partnership (LLP), may now wish to convert into a private limited company for more growth in business or for infusing equity capital. An LLP can be converted into a Pvt. Ltd. company as per the provisions contained in Section 366 of the Companies Act, 2013 and Company (Authorised to Register) Rules, 2014. However, there are various requirements which need to be satisfied for converting an LLP into a Private Limited Company, for instance, an LLP must have at least 7 partners, approval from all the partners is required, advertisement in newspaper is to be done in a local and a national newspaper, a No Objection Certificate (NOC) is required from the ROC where such LLP is registered which requires the following::

  • Consent Of Partners
  • The assent of all the partners in the form of resolution must be taken by conducting a meeting and authorization must be given to required partners for executing the steps papers, deeds, and documents required for registration.

  • Name Approval
  • LLP have to apply for name availability through Part A of Spice+ Form ,company may run without   the name change except the addition of private limited or limited word in conjunction to LLP(subject to availability of name as per guidelines of Companies Act.)

    The name is valid for a period of 20 days.

  • Newspaper Advertisement
  • The LLP shall publish an advertisement in a newspaper in English and in any Vernacular language in a format of form URC-2.

    The objection can be made by any party within 21 days of the publication of the advertisement. The LLP needs to address all the objections, if any received.

    The advertisement copy shall be served to the registrar where the LLP is registered.

  • Forms Filling
  • The next step is to file form URG-1 along with SPICE+, INC -33, INC- 34 and AGILE form.

    E-form URC-1: Application by company for registration under section 366 documents to be attached:

    • List showing the names, address and occupation of the persons named as members with details of shares held by them, if any
    • List showing the first directors of company along with their particulars.
    • Copy of LLP Agreement and Incorporation Certificate.
    • Statements of assets and liabilities of LLP supplemented by a certification of chartered accountant in practice, dated not earlier then 15 days of filing form no. URC-1 along with the financials of previous year.
    • Copy of latest income tax return of LLP
    • Undertaking of proposed directors signifying the oath of compilation with requirements of Indian stamp act,1899
    • Certification from a CA/CS/CWA certifying the compliance with all the provisions of Stamp act, to the extent applicable
    • Written consent/ no objection certificate from all secured creditors.
    • Written consent of majority of partners.
    • Publication of advertisement seeking public objections at least 21 days before filling form.

E-Form Spice+/INC-33/INC-34 And Agile :

In addition to URC-1 as linked form with all the attachments as required in normal course procedure of incorporation have to be filed.

  • Spice+ the basic details of the company and the directors are filled along with the details of PAN/Tan application.
  • DIR-2 declaration from first directors with the copy of id proof and residential address
  • Proof of Registered office.

After filling of SPICE+ form, the applicant has to fill the e-form INC-33(MOA)

And INC-34 (AOA), stating the main objects and ancillary objects in MOA along with the details of the subscribers and their shareholding details.

E-form AGILE(single window form)

Through this form one can obtain:

  • GST Number
  • ESI/PF Registration
  • Opening of bank account
  • Professional Tax Registration
  • Submit all the forms on MCA portal and pay the requisite fee.
  • The registrar on being satisfied will issue Incorporation Certificate containing details of CIN, PAN, and TAN.
 
     
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