Pratik Tripathi
Initial conditions to be satisfied :
1. Minimum having seven partners
2. Minimum share capital for private limited is Rs. 1,00,000
3. No. Of directors shall be 2 or more.
4. Provision contained under section 47(xiii) needs to be adhered and the same is reproduced as below :
(a) all the assets and liabilities of the firm or of the association of persons or body of individuals relating to the business immediately before the succession become the assets and liabilities of the company;
(b) all the partners of the firm immediately before the succession become the shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the succession;
(c) the partners of the firm do not receive any consideration or benefit, directly or indirectly, in any form or manner, other than by way of allotment of shares in the company; and
(d) the aggregate of the shareholding in the company of the partners of the firm is not less than fifty per cent of the total voting power in the company and their shareholding continues to be as such for a period of five years from the date of the succession;
5. Rules laid down under Companies (Authorised to Register) Rules, 2014 should be abided.
Procedures:
STEP 1: Approval of name shall be filed through INC 1 filled by any of the partners using their PAN along with prescribed fees.
STEP 2: Publication of advertisement about registration, seeking objections, if any within twenty one clear days from the date of publication of notice and the said advertisement shall be in Form No.URC 2, which shall be published in a newspaper in English and in a principal vernacular language of the district in which such firm is in existence and circulated in that district.
STEP 3: File form URC 1 with the following attachments:
- Particulars of person to be appointed as first directors with affidavit for not being disqualified
- Details of the partners
- Statement of assets and liabilities of Firm duly certified by a CA within a period of 30 days from the date of filing of Form URC – 1
- Resolution copy passed by all the partners for such conversion
- Written consent from the secured creditors expressing there no objection
- Copy of the latest income tax return
- Copy of advertisement
STEP 4: If the registrar is satisfied on basis of the documents so provided shall issue certificate of incorporation in Form INC 11.
