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Conversion of LLP into Private Limited Company
As per companies act 2013 a LLP can be converted into a Private Limited Company. The process is very tedious, very expensive but achievable.
Pre requisites to convert a LLP to Pvt ltd:
- LLP should have 7 partners
- All the partners in LLP should become the shareholders in the company
- The shareholding should remain the same
- All the annual and tax returns should have been filed till date
Documents required for converting LLP to Pvt Ltd
- A list showing the names, addresses, and occupations of all persons named therein with details of shares held by them (including shares held as cash or other than cash separately) respectively, distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Partnership Firm or Limited Liability Partnership;
- A list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN , residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;
- 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;
- A list containing the names and addresses of the Partners of the Partnership Firm or Limited Liability Partnership Firm.
- a copy of any Act of Parliament or other Indian law, deed of partnership, Bye laws or other instrument constituting or regulating the company and duly verified in the manner provided in Rule 7;
- A statement specifying the following particulars:— (i) The nominal share capital of the company and the number of shares into which it is divided; (ii) The number of shares taken and the amount paid on each share; (iii) The name of the company, with the addition of the word ” Limited” or “Private Limited” as the case may require, as the last word or words thereof;
- Written consent or No Objection Certificate from all the secured creditors of the applicant.
- Written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration under this part
- A newspaper advertisement not older than 6 days from date of application
Procedure to convert LLP to Pvt Ltd
- Appoint 7 partners in LLP if 7 partners not already appointed
- RUN Form – Apply for name approval of the proposed Pvt Ltd company
- URC -1 – Once the name is approved a form URC 1 has to be filled along with all the documents mentioned above.
- SPICE 32, 33 and 34 – Once URC is approved the final form INC 32,33 and 4 is to be filed. The attachments to these forms are MOA, AOA
The procedure to convert LLP into Pvt Ltd is a tedious one and time consuming. It is also very expensive.
About Rohit Lohade
Rohit Lohade is a Chartered Accountant with 15+ years of experience. He has assisted more than 300 Gobal Companies with India Entry Strategy