1. Legal Provision for Conversion
- Indian law allows conversion under Section 366 of the Companies Act, 2013
- The firm must have at least two partners willing to become directors
- The new company must be registered with the Ministry of Corporate Affairs (MCA)
- The conversion gives the new company a separate legal identity
- It helps shift from an unincorporated to an incorporated structure
2. Basic Requirements for Conversion
- The partnership firm must have at least seven members if converting under Section 366
- The firm must have a valid PAN, business licenses, and accounts
- Consent of all existing partners is mandatory
- Digital Signature Certificates (DSCs) and Director Identification Numbers (DINs) are required for directors
- A No Objection Certificate from creditors may be needed
3. Step-by-Step Conversion Process
- Name approval must be obtained from the Registrar of Companies
- Prepare incorporation documents, including Memorandum and Articles of Association
- File necessary forms such as URC-1 and SPICe+ on the MCA portal
- Submit all supporting documents, includingthe partnership deed and financials
- On approval, the Certificate of Incorporation is issued in the new name
4. Effect of Conversion
- The private limited company inherits all assets, liabilities, and contracts of the firm
- The partnership firm ceases to exist from the date of incorporation
- Business continues without interruption under the new company structure
- The company is now governed by the Companies Act, 2013
- All statutory requirements, like board meetings and annual filings, must be followed
5. Post-Conversion Actions
- Inform banks, vendors, and clients about the new company name
- Update PAN, GST, and other registrations under the company
- Amend or reissue contracts and licenses where necessary
- Notify the Registrar of Firms about the conversion, if previously registered
Maintain records and accounts as per company law regulations
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