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.
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:
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.
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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