1. Legal Possibility of Conversion
- Yes, an LLP can be converted into a private limited company under the Companies Act, 2013
- The process is governed by Section 366 of the Act and Companies (Authorised to Register) Rules, 2014
- Requires the LLP to have at least 2 partners and meet other eligibility criteria
2. Eligibility Conditions
- LLP must have a minimum of 2 partners who will become directors in the company
- The LLP must have no pending litigation or secured loans
- At least 75% of partners must consent to the conversion
- The LLP’s financial records must be updated and audited
3. Approval and Documentation
- Obtain name approval for the proposed private limited company via the RUN service on the MCA portal
- File Form URC-1 with required documents such as
- Consent from partners and list of directors
- Latest balance sheet and income statement
- No objection certificates from creditors
- LLP agreement and certificate of registration
- Consent from partners and list of directors
4. Incorporation Filing
- File SPICe+ (INC-32) for incorporation of the new company
- Attach Memorandum of Association (MoA) and Articles of Association (AoA)
- Submit PAN, address proofs, and DIN/DSC of proposed directors
- ROC reviews and, if all is in order, issues Certificate of Incorporation
5. Post-Conversion Actions
- Update registrations such as GST, PAN, TAN, and bank accounts in the name of the new company
- Inform clients, vendors, and other stakeholders about the conversion
- The LLP is dissolved and the new company takes over its assets, liabilities, and operations
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