Procedure for conversion of LLP to Private Limited Company
Ministry of Corporate Affairs has passed a notification on 31st May, 2016 in such notification its allowed conversion of LLP into Company. This article will give you glimpse of provisions prescribed, procedure involved, in conversion of LLP into a private limited company.
1. Provisions to refer:
2. Advantages of LLP Conversion into Company:
1. No capital gain tax.
2. Carry forward of unabsorbed losses and depreciation.
3. Continuation of Brand Value.
4. Existing LLP is replaced as a private limited company.
3. Prerequisites of LLP:
Essential requirement for conversion LLP to private limited company
Procedure required filing with ROC for conversion of LLP into private Company:
1. Particulars of members/partners along with the details of shares held by them
2. Declaration of two or more directors verifying the particulars of all members/ partners
3. Affidavit from all the members/partners for dissolution of the entity
4. Copy of certificate of registration of the entity
5. Copy of the instrument constituting or regulating the entity
6. Copy of Newspaper advertisement
7. Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable
8. Consent of majority of members is mandatory to be attached in case company is limited by shares or Unlimited company.
9. Consent of at least three-fourth of members agreeing for registration under this part is mandatory to be attached in case company is limited by guarantee.
10. No objection certificate from the concerned Registrar of Firms or Registrar of Companies (LLP) is mandatory to be attached in case type of entity is Firms/ LLP.
11. No objection certificate/Consent given by secured creditors is mandatory to be attached in case of any secured debt outstanding as on the date of application.
12. Copy of the resolution declaring the amount of guarantee is mandatory in case company is limited by guarantee.
1. Statement of accounts of the company, prepared not later than 6 days preceding the date of application duly certified by auditor, if applicable.
13. Any other information can be provided as an optional attachment(s) .
MOA AND AOA :
While drafting MOA object of conversion should be specified.
Filing of Other E-FORMS ON MCA PORTAL
After due verification in all aspects made for conversion of LLP to Private limited company, a certificate of incorporation will be issued by ROC
Documents required for company registration
Scanned copy of PAN Card or Passport (Foreign Nationals & NRIs)
Scanned copy of Voter’s ID/Passport/Driver’s License
Scanned copy of Latest Bank Statement/Telephone or Mobile Bill/Electricity or Gas Bill
Scanned passport-sized photograph
Specimen signature (blank document with signature [directors only])
Note: Any one of the directors must self-attest the first three documents. In case of foreign nationals and NRIs, all the documents must be notarised (if currently in India or a non-Commonwealth country) or apostilled (if in a Commonwealth country).
Scanned copy of Latest Telephone or Electricity or Gas Bill or Water bill
Scanned copy of Notarized Rental Agreement in English
Scanned copy of No-objection Certificate from property owner
Scanned copy of Sale Deed/Property Deed in English (in case of owned property)
Note: Your registered office need not be a commercial space; it can be your residence, too.
There are various ways of converting a LLP to a company, i.e. slump sale, admitting the company as a partner, dissolution thereof and on dissolution, business being taken over by the company etc.,
In view of the choices available. Conversion should be made in a manner appropriate to a particular situation.Thus, aforesaid are the detailed procedure and documents involved in conversion of LLP into a Private Limited Company. The attachments will play a important role in conversion approval and all attachments are to be in order for getting the approval.
Hope the information will assist you in your Professional endeavours. In case of any query / information, please do not hesitate to write back to us at [email protected].