Conversion of Limited Liability Partnership to Private Limited Company

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Company Conversion

Conversion of Limited Liability Partnership to Private Limited Company

Limited Liability Partnership is a hybrid business entity, which combines the aspects of a partnership and a company having a separate identity from its partners. A large number of small medium enterprises now wish to convert into Private Limited Companies for more growth in business or for infusing equity capital. 

There are a couple of conditions that the Limited Liability Partnership is required to fulfil so as to be eligible for conversion. However, MCA has reduced this limit to 2 (Two) under Companies Amendment Act, 2017. Conversion must be advertised in local and national newspapers. The RoC where the Limited Liability Partnership was registered must issue a Non Object Certificate to enable the conversion. 

Procedure for Conversion

A meeting of the partners need to be convened so as to discuss the conversion, ensure their consent and pass resolution for the conversion. One or more designated partners will be authorized in the said meeting, to take all steps necessary and to execute all papers, deeds, documents etc. pursuant to registration of the Limited Liability Partnership as a Private Limited Company

The business can be run under the same name as that of the Limited Liability Partnership. But, in addition to the name of the Limited Liability Partnership the words ‘Private Limited’ or ‘limited’ has to be added. However, if there is a company already in existence, the name would not be available. In that case, the Limited Liability Partnership has to apply name through Reserve Unique Name on MCA portal. The name is valid for 60 days.

Ministry of Company Affairs has made Director’s Identification Number mandatory for each Director. Application for obtaining DIN should be made in form DIR-3 to MCA along with ID and Address proofs.

The conversion should be advertised in two newspapers in form URC-2 seeking objections. One of the newspapers must be in the principal vernacular language of the district in which the Limited Liability Partnership operates, and the other must be a national newspaper in English, circulated in the State to which the Limited Liability Partnership belongs. 

Application needs to be filed with RoC in Form URC-1 furnishing the following:

  • A list showing the names, addresses, and occupations of all the members with details of shares held by them respectively. 
  • A list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN, passport number with expiry date, 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 including the names & addresses of partners of Limited Liability Partnership and a copy of LLP agreement. Certificate of registration duly verified by two designated partners of the Limited Liability Partnership too must be enclosed.
  • A statement specifying the the nominal share capital of the company and the number of shares into which it is divided; the number of shares taken and the amount paid on each share; and the name of the LLP, with the addition of the word “Limited” or “Private Limited” as the case may require
  • Written consent or No Objection Certificate from all the secured creditors of the applicant.
  • Copy of newspaper advertisement, statement of accounts of the company duly certified by the auditor.
  • A copy of the latest income tax return of the Limited Liability Partnership 
  • An undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899

Company required to file e-form INC-32/ INC-33/ INC-34 along with URC-1 as linked form with all the attachment as required in normal Incorporation of Company like:

xii. MOA & AOA

(Physical in case of more than 7 subscribers otherwise INC-33 and INC-34)

xiii. INC-9

xiv. DIR-2 etc.

FAQ

Limited Liability Partnership to Private Limited Company conversion entails more growth in business. Small and medium enterprises convert for infusing equity capital as well. Ease of fund raising, separate legal existence and limited liability of the owners are the other advantages.

The Limited Liability Partnership must have at least 2(two) partners. Approval from all the partners is required to initiate the conversion. 

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