How to convert an LLP into Private Limited Company?

How to convert an LLP into Private Limited Company?

The main difference between a Limited Liability Partnership (LLP) and a Private Limited Company is that In an LLP, the Partners hold ownership of the LLP and also hold powers to manage the LLPwhereas in a Private Limited Company, the shareholders (owners) do not necessarily have to have management powers.

There are no constrains on the nature and type of business. Provisions have been made so that people can change over from one form of business to another. Let us investigate steps to convert your LLP into a Private Limited Company; it can be done under section 336 of the Companies Act 2013and Company Rules, 2014.

    • Step-1: Partners’ Meeting: It is necessary to hold the partners meeting to take assent of the majority to register the LLP under section 336. In this meeting, authorize one partner to look after all the formalities of registering the LLP as a company. An approval for the name has to be made to the Registrar of Companies.
    • Step-2: Approval of name: Name Approval has to be obtained from the ROC (Registrar of Companies) by submitting an application in e-format. To apply for this, you need to choose various items that are mentioned in the form RUN-LLP. The name once accepted by the authority will be valid for 60 days.
    • Step-3: File Various Documents to ROC: File below Forms along with required documents with the registrar of Companies within 20 days from the date of name approval.

URC 1: It is required to fill the URC-1 form along with the list of documents such as

  1. Particulars of members/partners along with the details of shares held by them, if any.
  2. Declaration of two or more directors verifying the particulars of all members/ partners.
  3. Affidavit from all the members/partners for dissolution of the entity.
  4. Copy of the instrument constituting or regulating the entity (LLP Agreement)
  5. Copy of Newspaper advertisement.
  6. Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable.
  7. Undertaking by the proposed directors for compliance with requirements of Indian Stamp Act, 1899
  8. A copy of latest Income Tax Return of the firm
  9. Statement of accounts of the existing entity, prepared not later than 15 days preceding the date of application duly certified by auditor, if applicable.
  10. No objection certificate/Consent given by securedcreditors;

INC 32/INC 33/ INC 34: It is required to fill these forms along with the URC-1 form. These are Simplified Proforma for Incorporating a Company Electronically introduced by The Ministry of Corporate Affairs.

At Boston Financial Advisory Group, we provide all the necessary assistance you require for conversion of your LLP. For more information and services, get in touch today!

Contact us:
Bangalore: +91 80 2572 4800
USA: +1 6099377291
Pune: +91 7420061235
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