Article explains Steps for Conversion of LLP into Company limited by shares, List of Documents required filing with ROC for conversion of LLP into Company in Form URC-1, Company required to file e-form for Conversion of LLP into Company limited by shares and FAQs on Conversion of LLP into Company limited by shares.

List of Forms: 1. SPICE+, 2. SPICE+ MOA, 3. SPICE+ AOA 4. URC-1 5. AGILE-PRO 6. INC-9

Steps for Conversion of LLP into Company limited by shares

1. Hold a meeting of the partners to take assent of the majority of its members

2. LLP Have to apply for availability of the Name in SPICE+ PART A.

3. On obtaining the approval of Name, file the following below Form along with required documents with the registrar of Companies within 20 days from the date of name approval. 

4. Publish Notice in newspaper

List of Documents required filing with ROC for conversion of LLP into Company in Form URC-1:

1.  A list showing the names, addresses, and occupations of all persons named therein as members with number of shares held on a day, not being more than six clear days before the day of seeking registration.

2. A list showing the particulars of persons proposed as the first directors of the company along with Director Identification Number (DIN), passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company;

3. Affidavit from all the members/partners for dissolution of the entity.

4. Copy of LLP Agreement 

5. Copy of latest income tax return of the Limited Liability Partnership

6. An undertaking by the proposed directors that they comply with the requirements of Indian Stamp Act, 1899 (2 of “1899)

7. Written consent or No Objection Certificate from all the secured creditors of the applicant

8. Written consent from the majority of Partners

9. Declaration of two or more directors verifying the particulars of all members/ partners

10. Copy of Newspaper advertisement in form URC-(Advertisement will be published in two newspaper)

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

12. Copy of certificate of registration of the entity

13. Statement of accounts of the existing entity, prepared not later than 15 days preceding the date of application duly certified by auditor

14. No objection certificate from the concerned Registrar of Companies (LLP)

Company required to file e-form for Conversion of LLP into Company limited by shares 

1. SPICE+,

2. SPICE+ MOA,

3. SPICE+ AOA along with URC-1 as linked form with all the attachment as required in normal Incorporation of Company.

FAQs on Conversion of LLP into Company limited by shares

Q 1. How to file the Conversion form in case of more than 7 partners in the LLP?

Ans : In case of more than 7 partners in the LLP at the time of conversion into Company then Company has to file Scan copy of Physically prepared MOA & AOA.

In the above mentioned situation companies have to file 1. URC-1 and 2. INC-32. No need for INC-33 and INC 34 in the above mentioned situations.

Q 2.Whether at the time of Conversion whether Latest deed shall be attached in the form URC-1?

Ans: As per Rules, at the time of Conversion LLP have to file “copies of the principal and all subsequent deeds including the latest deed” with the ROC in e-form URC-1

Q 3. For how many days will the name be valid?

Ans: Name will be valid for a period of 20 days from the name approval letter.

After 20 days, the name will expire.

Q 4. Advertisement is valid for how many days?

Ans: 30 Days

Q 5.When will can file Form URC-1:

Ans: After the expiry of 15 days from the date of advertisement but within 20 days of name approval letter.

Q 6. What is the sequence of uploading linked forms to SPICe+?

Ans: SPICe+—->

e MOA[if applicable] —->

e AOA[if applicable] —->

URC-1[if applicable] —->

AGILE-PRO[mandatory in all the cases] —->

INC-9[if applicable]

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. In No Event Shall I Shall Be Liable For Any Result Arising Out Of Or In Connection With the Use of the Information.

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