Conversion of Company from LLP to Private Limited: Overview

The conversion of a Limited Liability Partnership (LLP) to a Private Limited Company involves changing the legal structure to enjoy the benefits of a private limited entity, such as enhanced credibility, easier access to funding, and a more recognized corporate status. This conversion process is governed by the Companies Act, 2013.

Process:

  • Partners’ Resolution: Partners of the LLP need to pass a resolution approving the conversion and deciding the terms of the conversion, including the shareholding pattern.
  • Name Approval: Reserve a new name for the Private Limited Company with the Registrar of Companies (ROC) and ensure it complies with naming guidelines.
  • Application for Conversion: File an application for the conversion with the ROC, along with the required documents, including the LLP agreement, Form URC-1 (Application for Registration as a Company), and Form INC-32 (Integrated Incorporation Form).
  • Drafting of Memorandum and Articles of Association: Draft the Memorandum of Association and Articles of Association for the new Private Limited Company.
  • No Objection Certificate (NOC): Obtain a No Objection Certificate (NOC) from all existing creditors and partners of the LLP.
  • Issuance of Certificate of Incorporation: Upon approval from the ROC, a Certificate of Incorporation is issued for the Private Limited Company.
  • Allotment of Shares: Allot shares to the partners of the former LLP in accordance with the agreed terms.
  • Transition of Assets and Liabilities: Transfer assets and liabilities from the LLP to the newly formed Private Limited Company.

Documents Required:

  • LLP Agreement
  • Form URC-1 (Application for Registration as a Company)
  • Form INC-32 (Integrated Incorporation Form)
  • Memorandum of Association and Articles of Association
  • Consent of Partners
  • No Objection Certificate (NOC)
  • Address proof, identity proof, and photographs of directors

Why Hire Lawtech for This Service:

  • Legal Expertise: Lawtech provides legal expertise to guide you through the regulatory requirements and legal aspects of the conversion process.
  • Documentation Support: Assisting in the preparation and submission of all required documents, ensuring compliance with the Companies Act, 2013.
  • Customized Solutions: Tailoring the Memorandum and Articles of Association to meet the specific needs and preferences of the partners.
  • Compliance Assurance: Ensuring that the conversion process complies with all statutory and regulatory requirements.
  • Timely Execution: Efficiently managing the conversion process to meet all deadlines and avoid delays.
  • Transition Planning: Providing assistance in the smooth transition of assets and liabilities from the LLP to the Private Limited Company.
  • Post-conversion Compliance: Guiding through post-conversion compliance requirements applicable to Private Limited Companies.
  • Conflict Resolution: Addressing any legal issues or conflicts that may arise during the conversion process.

By engaging The Lawtech for the conversion of your company from an LLP to a Private Limited Company, you benefit from professional legal support, ensuring a seamless and legally compliant transition.

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