CONVERSION OF LLP INTO COMPANY
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 Registered) Rules, 2014.
Corporatization is the need of the hour. The entire world is gradually drifting towards one global market without any trade barriers between the countries. With the emergence of corporate work culture and promotional startup benefits, a great chunk of entrepreneurs are looking forward to corporatization. This step can be initiated in 2 ways as enumerated below:
- Incorporation of a new corporate entity.
- Conversion of existing entity (e.g. LLP/ Partnership Firm) into a Company.
Process for Conversion
Approval of name : LLP Have to apply for Avaibility of the Name in INC-1 (valid for 60 days)
Apply for same name as that of the LLP except that in addition to the name of the LLP the words ‘limited’ or ‘private limited’ has to be added.
Securing DSC and DIN
Filing form no. URC – 1 After getting the approval of name from Registrar of Companies, the applicant must prepare & file the form No URC-1 in addition to the following documents.
- List of the members with various details viz. names, address, shares held by them appropriately, etc. • List of the first directors of the private company with various details viz. names, address, the DIN, passport number with an expiry date, etc.
- An affidavit from every person proposed as first directors,
- A list including the names & addresses of partners of LLP and a copy of LLP agreement & certificate of registration duly verified by two designated partners of LLP must be enclosed.
- A statement indicating the following specifications
- The nominal share capital of firm & the number of shares into which it is separated
- The number of shares taken & the amount paid for every share
- The name of the firm, with the addition of word Limited or private limited is required.
- A written consent or No objection certificate from all creditors.
- Copy of newspaper advertisement, statement of accounts of the company
- Memorandum of Association & Articles of Association Memorandum of Association (MoA) & Articles of Association (AoA) is to be formulated and then filed with RoC after getting the name approval and sanction of form no. URC-1 – from the registrar.
- E-form INC-32 (SPICE) Company required to file e-form INC-32 (SPICE) along with URC-1 as linked form with all the attachment as required in normal Incorporation of Company like: (i) MOA & AOA (ii) INC-9 (iii) INC8 (iv) DIR-2 etc.