Conversion of LLP to Private Limited
Limited Liability Partnership (LLP) being most populous form of partnership in India is now getting converted to Private Limited Companies in large number for more growth and development prospect.
An Conversion of LLP to Private Limited Company in accordance with the provisions contained in section 366 of the Companies Act, 2013 & Company (Authorised to Register) Rules, 2014. Before Companies Act, 2013 the conversion from LLP to Private Limited Companies was not allowed but with the advent of the new Act, now it is possible. Initially being a start ups, mostly people prefer to incorporate the LLP’s in order to save the audit cost, secretarial compliances and other legal expenses, but later on when the company is under growth prospect, they now to get converted into Private Limited Companies.
In India if you are looking forward to convert LLP to Private Limited Company then the following process givne.
Minimum Requisites for Conversion LLP to Private Limited
- Minimum 7 or more partners
- Affidavits from all partners for giving consent for conversion
- Consent duly signed by all secured creditors for conversion
- Notice is published -one in English & in vernacular language of that state
- Hold meeting of Board of Partners of the LLP for seeking consent and extracts of meeting along with minutes of that meeting is required.
- DIN and DSC for Proposed Directors
Procedure for Conversion LLP to Private Limited Company
Step 1: Apply name of the Company via Form RUN-LLP
Step 2: File Form URC-1 with with ROC along with following attachments-
Attachments Form URC-1 Conversion LLP to Private Limited
- NOC from concerned ROC of LLP
- Certificate from a CA/CS/ CMA in Practice certifying the compliance with all the provisions of Stamp Act
- Copy of Newspaper Advertisement
- Declaration of two or more directors verifying the particulars of all partners.
- Statement of Accounts duly certified by CA, 6 days before filling an application
- List of the members with various details viz. names, address, shares held by them appropriately.
- List of the first directors of the private company with various details viz. names, address, the DIN, passport number with an expiry date.
- A written consent or No objection certificate from all creditors.
- An affidavit duly notarized, from all the members or partners providing that in the event of registration as a company under Part I Chapter XXI of the Companies Act, 2013, essential documents or papers will be submitted to the registering or other authority with which the company was earlier registered, for this dissolution as Limited Liability Partnership
- A Copy of LLP Agreement & Certificate of Registration duty verified by at least two designated partners of LLP
- An attachment comprising the names & addresses of the Partners of the Limited Liability Partnerships;
- An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under section 164(1) & that all the documents applied with ROC for registering of the Company which shall comprise of information that is correct & complete & true to be best of his knowledge & belief;
- A statement specifying the following particulars; a) the nominal share capital of the company and the number of shares into which it is divided; b) the number of shares taken and the amount paid on each share; c) the name of the company, with the addition of the word ‘Limited’ or ‘Private Limited’ as the case may require, as the last word or words thereof;
- A list showing the particulars of persons proposed as the first directors of the Company, their names, including surnames or family names, the DIN, passport number (if any) with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as Director of the Company;
Step 3: Filling of Incorporation forms
- Filling of Form SPICE, SPICE MOA and SPICE AOA with ROC
Step 4: Certificate of Incorporation is ISSUED by ROC