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::
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.
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.
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.
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:
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.
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: