Limited Liability Partnership (LLP) to Private Limited Company
Many entrepreneurs started their business as Limited liability partnership but they wish to convert them into private limited company for infusing equity capital and for more growth of company. Capital or investment is the major tool which for expansion of company. As per companies act 2013 provision section 366of companies Act 2013 ND LLP firm can be converted into private limited company. Wherein there are few requirements that have to be full filled for conversion.
Overview
The basic requirement is that LLP should have minimum 7 partners and consent from all the partners is required, and information about conversation is to be done into local newspaper and national newspaper. Approval of no objection is required from (ROC) Registrar of companies.
Documents Checklist
Documents required for conversion of from Partnership to LLP
1.Documents required for Incorporating Section 8 Company is as follow:
2. ID proof of proposed Directors and members (anyone):
3. Address proof of proposed members and directors (anyone):
4. Address proof for the principal place of business of the proposed company (anyone)
Benefits
Benefits of Conversion of LLP into Private Limited Company
A. Continue Brand legacy
By Converting Limited Liability Partnership (LLP) to Private Limited Company, the company continues the legacy and goodwill of LLP. All the Legal and IPR rights get transferred to Private Limited Company.
B. Carry forward losses and Deprecations
When LLP get converted into Private Limited Company then as per Income tax Act, The Deprecations and unabsorbed Losses get transferred to New Private Limited Company.
C. Employees Stock Ownership
To retain the talent of Employees and Increase Efficiency an ESOP (Employees Stock Ownership) has been introduced which offers employees ownership interest in company. ESOP are issued in Bonuses, profit sharing plan, direct stock where in employer has the sole power to decide who has be given benefited by this offer. An ESOP can only be introduced in company form.
D. Fund Raising
The Investor in private limited company found ease in raising capital by issuing equity share to their members. An private limited company can raise funds by various instruments and form various financial Institutions.
.
E. No Capital Gain tax.
During conversion from LLP to Pvt Ltd Company the assets get transferred to private limited company, wherein there shall be no capital gain tax on such transfer.
Procedure for Conversion of LLP into Private Limited Company
1.Name Approval from Conversion of LLP to Pvt ltd.
By submission of e-form name approval can be obtained from ROC (Registrar of companies). INC-1 form required various other details to filled and choose in the form. Once name approved is valid for 60 days.
2.Application for Digital signature certificate (DSC)
Digital signature certificate (DSC) is mandatory for all directors to obtain.
- Required Documents
- Aadhaar card
- Pan card
- Photo
- Email-Id And Mobile Number.
3.Securing Director Identification number (DIN).
We will have to obtain DIN for All designated directors. An application should be filled on mca portal for approval of DIN. An Application for Din is being processed and approved by central government by office of regional director, the ministry of corporate affairs.
- Documents required for DIN.
- Aadhaar card
- Pan card
- Photo
- Email-Id and Mobile Number
4. Filing form No. URC – 1
-
The applicant must prepare to file form No. URC-1 after getting approval of name from registrar of companies with following documents.
1.Name, shares held by them, address appropriately etc and lsit of shares of members with various other details.
2. List of the primary directors of the private company with various details viz. names, address, Director Identification Number (DIN), passport number with an expiry date, etc.
3. An affidavit from every one proposed as first directors, that he’s not banned to be a director under section-164 and every one the required documents filed with the registrar for the registration of firm must contain information which is complete and proper & faithful be better of his belief and knowledge.
4. an inventory including the names & addresses of partners of LLP and a replica of LLP agreement & certificate of registration duly verified by two designated partners of LLP must be enclosed.
5. a press release indicating the subsequent specifications q) the nominal share capital of firm & the quantity of shares into which it’s separated b) the amount of shares taken & the amount purchased every share c) the name of the firm, with the addition of word Limited or private limited is required.
6. No objection certificate from all creditors or written consent.
7. Copy of newspaper ad, statement of accounts of the corporate which must not be 6 days preceding the date of the appliance and it must be duly certified by the auditor.
Process
Get the process done in 5 Easy Steps
FAQ's
Answer: As per provision of section 366 of companies Act 2013, By An Authorized Registrar, Rules, 2014, An LLP can be Converted into Private Limited company in prescribed manner.
Answer: Yes, as per provision filing an affidavit duly notarized copy by all the partners for dissolution of partnership firm and similarly a company formation towards registrar.
Answer: Registration cost of LLP is cheaper than Private Limited Company and Pvt Ltd Company has lesser compliances than LLP, There is no such capital required for formation of LLP.
Answer: Preservation of Brand Value
Carry forward of unabsorbed losses and depreciation
Employee Stock Ownership Plan to employees
Easy Fund Raising
Separate Legal Existence
Limited Liability of Owners
Answer: Three (DIN) Director Identification Number can be applied Through Spice form.
Answer: As per companies Act 2013, All the deeds including principal deed shall be attached with ROC e-form URC-1.
Answer: No. There is no need to file separate Application for Pan and TAN, Applicant has to put all the information related to pan and TAN in there Spice form during conversion.
