CONVERSION OF LLP TO PRIVATE LIMITED COMPANY

Operating an Limited Liability Partnership form of business organization can be a hurdle as another form of business organization offers better opportunities for the growth & expansion of the business. Therefore, remarkable benefits offered by the other organizational structures will attract shareholders. Thus, that would lead to the conversion of LLP into a Private Limited Company.

Earlier it was not possible to convert an LLP into a private limited company. However, as per section 366 of the Companies Act, 2013, any partnership firm or LLP, cooperative society, or any other business entity which is incorporated under any other law and which has two or more members can get themselves registered as an unlimited company or as a company limited by shares or a company limited by guarantee.

MINIMUM REQUIREMENTS FOR CONVERSION OF LLP TO PRIVATE LIMITED COMPANY
Minimum 2 Shareholders
Minimum 2 Directors are required
Minimum 2 Rupees Share Capital
DIN & DSC’s for all the Directors
LLP must be registered

Procedure For Conversion of LLP into Private Limited Company

1

Obtaining NOC

No Objection Certificate from all the partners has to be obtained for such conversion.
2

Name approval

An application for reservation of names has to be made to CRC, same name of LLP can be continued if available. Words “Private Limited” shall be added with such name.
3

Advertisement

Publish advertisement in Form URC-2 in an English newspaper and in any vernacular language newspaper (seeking objections, if any within 21 days from publication) circulating in the district in which LLP situated after reservation of name.
4

MOA & AOA drafting

Once name is approved, one needs to draft Memorandum of association and Articles of Association including the object of converting LLP into Private Company.
5

E-Form URC-1

An E-Form URC-1 along with the required documents has to be attached while filing such form
6

Form INC-32

All required details are filed to MCA in Spice forms once the drafting is completed.
7

Certification

Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable
8

Statement of Accounts

Statement of accounts of the company, prepared not later than 30 days (*) preceding the date of application duly certified by auditor.

Documents Required

Identity and Address Proof

Identity and the address proof will be needed for all the directors and the shareholders of the company to be incorporated. In case of an Indian national, PAN card is mandatory. For the foreign nationals, apostatised or notarised copy of the passport has to be submitted mandatory. The residence proof documents like the bank statement or the electricity bill must be less than 2 months old.

Copy of Limited Liability Partnership Agreement

Scanned Copy of LLP Agreement. 

Written Statement

A written statement and no objection certificate from all creditors.

Registered Office Proof

To prove admittance to the registered office, a recent copy of electricity bill or gas bill or water bill or telephone bill must be submitted. Along with the rental agreement, utility bill or the sale deed and a letter from the landlord with her/ his consent to use the office as a registered office of the company should be submitted.

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