How to Convert LLP into Private Limited Company
Converting an LLP (Limited Liability Partnership) into a Private Limited Company involves a specific process and compliance with legal requirements. Here is a step-by-step guide on how to convert an LLP into a Private Limited Company in India:
- Hold a Partners' Meeting:
- Call a meeting of all partners to discuss and pass a resolution to convert the LLP into a Private Limited Company.
- Obtain the consent of partners representing at least three-fourths of the total voting rights of the LLP.
- Obtain Director Identification Number (DIN) and Digital Signature Certificate (DSC):
- If the existing designated partners of the LLP will become directors of the Private Limited Company, they need to obtain DIN and DSC if they haven't already.
- Name Availability:
- Check the availability of the desired company name by submitting Form RUN (Reserve Unique Name) to the Registrar of Companies (RoC).
- Once the name is approved, it will be reserved for a period of 20 days.
- Draft and File Conversion Documents:
- Prepare the necessary conversion documents, including a draft Memorandum of Association (MoA) and Articles of Association (AoA) for the Private Limited Company.
- Prepare Form URC-1 (Application by a Limited Liability Partnership for Conversion into a Company) and other required forms specified by the Ministry of Corporate Affairs (MCA).
- File Conversion Documents:
- File Form URC-1 and other requisite forms, along with the conversion documents, with the RoC within 15 days of passing the partners' resolution.
- Pay the applicable filing fees.
- Obtain Approval from RoC:
- The RoC will review the filed documents and, if satisfied, issue an order approving the conversion of the LLP into a Private Limited Company.
- The RoC may request additional information or clarification during the review process.
- Obtain Certificate of Incorporation:
- Once the RoC approves the conversion, a Certificate of Incorporation (CoI) will be issued, confirming the conversion of the LLP into a Private Limited Company.
- The CoI will include the new Corporate Identification Number (CIN) assigned to the Private Limited Company.
- Make Necessary Changes:
- Update the company's bank accounts, registrations, licenses, and other legal documents to reflect the new status as a Private Limited Company.
- Amend any contracts, agreements, or legal obligations as required.
- Compliance and Post-conversion Formalities:
- Comply with all post-conversion formalities and obligations applicable to a Private Limited Company, such as holding board meetings, maintaining statutory records, and filing annual financial statements.