Conversion of LLP into Private Limited Company

 

A limited liability partnership (LLP) is a corporate business form blending attributes of both company and traditional partnership firms. It offers the benefits of limited liability to the partners. The concept of LLP was emerged and took place in statutes in 2008 while the idea of a private company is much older.

LLPs offer several benefits like separate legal entity, limited liability of partners, perpetual succession, lesser compliance cost than companies etc. However, despite several benefits of LLP, there are some drawbacks, like:

• LLPs incline income tax at the rate of 30%, while companies attract income tax at 22%. Therefore, it is the most significant advantage of a company over LLP.
• LLPs do not have the idea of shareholding. So, venture capitalists and private equity investors who actively want to participate in business management do not prefer to invest in the LLP.
• Bankers prefer to lend companies than to LLPs. So, companies have better borrowing capacity.

In India, private companies are among the foremost common business structures. They provide higher chances of growth and development and are best for raising equity capital, which isn’t possible in LLP. LLP structure isn’t suitable if the owners are necessary for speculators or private equity investors to take a position in their company. They might prefer to infuse in a private limited company and not a partnership or LLP. The second cause for conversion is that the FDI, just in the case of a personal Ltd., doesn’t need any approval; it is often done directly, unlike in an LLP. Usually, if the promoters or owners of the corporate are NRI’s or a foreigner incorporating a personal Ltd. may be a recommended choice over an LLP. Hence conversion is mandatory if the requirements mentioned above need to be fulfilled.

Benefits of converting LLP into a limited company

• Easy fundraising
• Separate legal existence
• Limited liability of owners
• ESOPs to employees
  

Documents required for conversion into a private company

• Pan card (PAN card of shareholders and directors, foreign nationals may cater a passport)
• Identity proof
• Address proof
• Photograph
• Business address proof
• NOC form owners
• Rent agreement
• Copy of ITR (a copy of the recent ITR filed by the limited liability partnership.)
  

Note- In the case of NRI or foreign national, documents of director(s) must be notarized or apostilled.

Procedure to convert LLP into a private company
After obtaining the approval of the name, the applicant must file the shape alongside the documents required with the ROC (Registrar of Companies) within 20 days of the date of approval of the name.

Below is the list of documents that are essential for filing with the ROC for the LLP conversion to the company:

1. E-form URC-1
   The corporate must file the e-form URC-1 alongside the documents that are mentioned below:

• • A list that conveys the names, addresses, and occupations of the corporate partners alongside shares details that they hold.
  • A list shows the names of the persons who are the company’s first directors.
  • An affidavit should be taken from each and each one that is appointed because the first directors of the corporate during which it must be written that he’s ‘not disqualified from being a director’ as per the sub-section (1) of section 164 and also that the documents that have been certified with the Registrar for registration of the corporate have the right, accomplished and true information as per the understanding and belief.
  • A list restrains the names and addresses of the LLP (limited liability partnership) partners.
  • A duplicate of the agreement of the LLP.
  • The assets and liabilities statement of the LLP (limited liability partnership) appropraitely given by the practice accountant must be made not before the 30 days mentioned after the filing of the shape no. URC-1.
  • A copy of the current ITC (income tax return) of the LLP (limited liability partnership).
  • An agreement that the determined directors of the corporation must follow the wants of the Indian Stamp Act, 1899 (2 of 1899).
  • The agreement or NOC (no objection certificate) must be written from all the applicant’s acquired creditors.
  • The majority of the partners must specify an agreement in writing.
  • A statement containing the given below particulars-
  • The company’s nominal share capital and in what percentage shares it’s dissected;
  • How many shares are taken, and how much is paid on each of the shares.
  • Company’s name alongside the ‘Limited’ or ‘Private Limited’ words added after the name as per the administrators’ need.

2. E-form INC- 33 / INC-33 / INC-34
   The company must compulsory file the INC-32/ INC-33/ INC-34 forms with the associated forms such as URC-1 and also across with all the documents which are essential in the normal Incorporation of the company such as:
   

Applicable fee
The fee details for the conversion of the partnership firm into the company are tabulated here. The e-form filing fee rates are provided as per the companies (registration of offices and fees) rules, 2014.

We assist our clients with registration/ incorporation of LLP, annual compliance with LLPs, setting up their business in India, and compliance related to company incorporation, ROC compliance, company winding-up, etc. If you would like to know more about LLP into a private company, kindly contact us.

Section 8 Company Formation

In India, a non-profit organization can be registered as a Trust, by making a Trust deed or as a Section 8 Company, under the Companies Act, 2013. According Indian Companies Act, 2013, a section-8 company can be established for promoting commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object, provided the profits, if any, or other income is applied for promoting only the objectives of the company and no dividend is paid to its members.

Procedure for formation of section 8 company is listed below:

1. Digital Signature Certificate (DSC) & Directors Identification Number (DIN): The only secure and authentic way that a document can be submitted electronically is DSC. All filings of e-forms on MCA Portal are required to be filed with the use of DSC of the authorized signatory. Further, DIN for all the proposed Directors of the Company must be obtained. For obtaining DIN an application in Form No. DIR – 3 should be filed on MCA Portal with documents attested by a practicing professional.

2. Name approval: By submitting an application in Form – INC 1, applicant can obtain approval for selected names from the Registrar of Companies (RoC). The Applicant can give maximum six names in order of preference. The name once approved by the authority is valid for sixty days. The name once approved by the authority is valid for 3 months. Name approval generally takes 1-2 business days.

3. Main instrument: After obtaining name approval, constitutional documents i.e. Memorandum of Association (MOA) and Articles of Association (AOA) is to be drafted and subsequently filed with the RoC along with the forms and other necessary documents stated below:

• Affidavits
• Consent Letters
• Certificate of Compliance from a practicing professionals
• Subscription pages of MOA & AOA– Both documents shall be signed by each subscriber who shall mention his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any. The witness shall be a practicing professional

4. Issuance of license with registration fee: For Section 8 company license, promoter has to file E-Form INC 12 accompanied by:

• MOA and AOA
• A declaration confirming the application by a practicing Company Secretary
• Names, addresses, occupation and descriptions of the promoters as well as Board Members
• A statement showing details of assets & liabilities as on date with the application
• Estimated future annual income and expenditure, specifying the source of income and object of expenditure
• A statement giving brief description of work, if any, already done by the association
• A statement specifying briefly the grounds on which the application is made
• A declaration in prescribed form on non – judicial stamp paper by each person making an application
• A letter of authority with payment of prescribed fee

5. Other requirement: Following forms are to be filed with the RoC after issuance of license:

• Form INC – 7 for declaration of compliance with the requirements of the Act on application for registration of a company;
• Form INC – 22 for notice of situation of registered office;
• Form DIR – 12 for appointment of directors of the company; and
• Subscribers and proposed directors may delegate their authority to a person(s) to carry out appropriate change(s) as suggested by the RoC in any of the incorporation papers that have been filed.

6. Clarifications / additional Information required by ROC: Documents submitted for the purpose of incorporation are thoroughly reviewed by the RoC. RoC may require certain clarifications, if required. The person authorized shall present clarifications with Roc as needed.

7. Certificate of Incorporation: After providing clarifications, the Certificate of Incorporation is issued by the RoC along with a unique Company Identification Number (CIN) and the Company is deemed to be incorporated from the date of certificate issued. Consecutively, company may apply for other tax and regulatory registration as may be required to run the business smoothly like PAN, TAN, Bank account, etc.

8. Subscription money: A new bank account solely at the name of the company newly incorporated shall be opened by the Board of Directors and the Subscribers. Further to that, they shall deposit their subscription money in bank account to help the company raise initial capital to start its business.

Minimum Requirements for Section 8 Company:

1. At least 2 shareholder and 2 Director (both can be the same person)
2. At least one Director shall be resident in India
3. No Minimum capital required
4. PAN is a mandatory requirement in case of Indian nationals
5. Identity Proof (Voter ID/Aadhar Card/Driving License/Passport); Passport is mandatory requirement for proof of identity in case of foreign nationals
6. Proof of Residence
7. Registered utility proof that is any office address proof
8. Any documents establishing the ownership such as sale deed / house tax receipt along with no objection certificate, in case the premises are owned by a Director and Promoters

We, a Chartered Accountant firm, serve a number of clients who need assistance for various regulatory compliances including setting up business in India, company formation in India, income tax return filling, bookkeeping, accounting, GST and auditing. If you require any guidance for the any professional service, please contact Company Registration India