Procedure to convert partnership firm/LLP into Company

Start wide, expand further, and never look back. – Arnold Schwarzenegger

INTRODUCTION

As coporatisation is the need of the hour, thereby conversion of a partnership firm/limited liability partnership into a Company is herein discussed below.

Section 366 of the Companies Act, 2013 deals with Part I Companies that includes conversion of any partnership firm (“Firm”), limited liability partnership (“LLP”), cooperative society, society or any other business entity formed under any law for the time being in force.

CURRENT SCENARIO

Most of the people are not aware about this section and they incorporate a normal company having a clause of conversion in their Memorandum and Articles of Association. They only file normal SPICE forms that are required to incorporate a normal private/public Company. But when there is case of conversion of partnership firm into Company then the provisions of Section 366 of the Companies Act, 2013 read with Companies (Authorised to Registered) Rules, 2014 has to be complied with.

ADVANTAGES OF CONVERSION

1. Continuation of Brand Value

2. No capital gain tax

3. Carry forward of unabsorbed losses and depreciation

PRE-REQUISITES FOR CONVERSION

1. There must be at least seven members in the said firm or LLP. However, it is pertinent to note that there has been an amendment in this section vide Companies (Amendment) Act, 2017 that a firm or LLP with even two members may be converted into a private Company but the same has been not been notified yet.

2. The partnership firm/LLP shall be a registered once. But in case the same is not registered, an application for registration of partnership firm shall be filed with the SDM having jurisdiction over the district of the registered address of the partnership firm.

PROCEDURE FOR CONVERSION

1. Apply for issuance of No objection certificate from the concerned SDM having jurisdiction.

2. Apply for reservation of name of the proposed Company.

3. Publish advertisement in Form URC-2 in an English newspaper and in any vernacular language after reservation of name.

4. Any persons having objections to the said conversion may communicate their concerns in writing to the concerned Registrar having jurisdiction within twenty one days of publication of this notice, with a copy to the Company at its registered office.

5. After twenty one days of publication of advertisement, file URC-1 along with the requisite SPICE Forms with the Registrar.

Further, the e-Form URC-1 provide for a lot of attachments that needs to be drafted but the importance ones that needs to be arranged are as mentioned below:

• No objection certificate from the concerned Registrar of Firms/LLP.
• Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable.
• Statement of accounts of the company, prepared not later than 30 days preceding the date of application duly certified by auditor; if applicable.

It is important to note that the e-Form URC-1 is required to be filed as linked form with the SPICE Forms.

{The author is a Company Secretary in Practice and can be reached at (M) 9999952595 and (E) cskajalgoyal@gmail.com}