Many start up entity in India commenced their business as a Limited Liability Partnership (LLP) and they might be interested to switch the mode of their entity from LLP into Private Limited Company to diversify the business or for infusing more funds and for many several reasons.
The Companies Act, 2013, has given the provision of Converting LLP into Private Limited Company. As per sub-section (2) of section 366 of the Act, the provision of Chapter II of the Act relating to incorporation of company and matters incidental thereto shall be applicable mutatis mutandis for such registration:
Provided that there shall be two or more members for the purposes of registration of a company under this sub-rule:
Provided further that a company with less than seven members shall register as a private company.
- Hold meeting of Partners and pass the resolution for assent of all Partners for conversion of LLP into Private Limited Company and authorise one or more Partner to do all such acts and deed necessitate in this regard.
- Apply for name on MCA Portal under SPICE+ Category. (Here name shall be same as that of LLP except in place of “LLP” the word “Private Limited” will be added)
- Once the name gets approval it shall be valid for 20 days from the date of name approval.
Within 20 days from the name approval below Forms is filed in LINKED FORM with ROC for conversion of LLP into Company:
- FORM URC -1
- SPICE PART B
- SPICE MOA
- SPICE AOA
- AGILE PRO
- INC -9
Documents required for E Form URC 1 :
- a list showing the names, addresses, and occupations of all persons named therein as partners with details of shares held by them respectively, showing separately shares allotted for consideration in cash and for consideration other than cash;
- 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;
- Copy of LLP Agreement ;
- Certificate of Incorporation of LLP;
- a copy of the latest income tax return of the Limited Liability Partnership or firm, as the case may be;
- an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable;
- An affidavit from all partners stating to Pvt Ltd Company formed shall takeover all the assets and liabilities from LLP firm and dissolve the LLP;
- An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under sub-section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;
- List of Secured & Unsecured Creditors and written consent or No Objection Certificate from all the secured creditors of the applicant;
- List of Partners
- List of Secured & Unsecured Creditors
- written consent, from the majority of members whether present in person or by proxy at a general meeting, agreeing for such registration;
- Statement of accounts of the existing entity, prepared not later than 15 days preceding the date of application duly certified by auditor;
Note: *Advertisement shall be in Form No. URC 2, which shall be published in a newspaper in English and in any vernacular language, circulating in the district in which Limited Liability Partnership is situated after 15 days but before the expiry of 30 days.
Documents required for SPICE PART B: Utility Bill is required (Not older than 2 month)
No documents are attached in MOA, AOA, INC -9