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:

  1. 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.
  2. 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.
  3. 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.
  4. 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).
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.

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