i wan to know that whether during the process of conversion of PVT. co. into LLP can PVT. co. can change Description of its proposed activities which is not as per its MOA Because the pvt. co. has object of trading in shares and stock by having membership of stock exchange but as same is not allowed for llp formation so we need to change the object clause. kindly advise that whether we can file FORM 1 of LLP for name availability by changing the proposed activities thanks in advance
08 December 2011
Mr. Garg u mean to say that change in object clause is required anyhow but my problem is i cannot upload form 1 with object of trading in shares and securities and so i need to change the object clause for conversion so my question is can i change object of the company while submitting form 1 without having changed it at MCA's record before conversion.
20 July 2024
In the context of converting a Private Limited Company (Pvt. Co.) into a Limited Liability Partnership (LLP) in India, there are specific considerations regarding the change in object clauses and the process involved. Here’s a detailed explanation:
### Conversion of Pvt. Co. to LLP and Object Clause Change
1. **Objective of Conversion:** - Pvt. Co. typically has a Memorandum of Association (MOA) that specifies its objects and activities, including trading in shares and securities if it has such provisions. - LLPs, however, are not permitted to carry out activities that involve trading in shares and securities under the LLP Act, 2008.
2. **Changing Object Clause:** - Before initiating the conversion process, it's essential to amend the MOA of the Pvt. Co. to remove any objects related to trading in shares and securities. - This amendment should be filed with the Registrar of Companies (ROC) and updated in the MOA of the Pvt. Co. through appropriate filings (like Form MGT-14 for special resolutions).
3. **Filing Form 1 for LLP Registration:** - Form 1 of LLP is filed for reservation of name and is part of the initial registration process for LLP formation. - When filing Form 1 for LLP, the proposed activities (objects) mentioned must comply with the permissible activities under the LLP Act, 2008. - **Important:** You cannot file Form 1 with the object clause related to trading in shares and securities if it conflicts with LLP regulations. Therefore, you must change the object clause of the Pvt. Co. before filing Form 1 for LLP registration.
4. **Procedure:** - **Amend MOA:** First, amend the MOA of the Pvt. Co. to delete any objects related to trading in shares and securities. - **File with ROC:** File the amendment with ROC through Form MGT-14 and obtain approval for the change in object clause. - **File Form 1:** Once the amended object clause is approved and updated in ROC records, file Form 1 for LLP registration with the revised object clause that complies with LLP Act requirements.
5. **Documentation and Compliance:** - Ensure all documentation, including amended MOA, special resolution (if required), and Form 1 for LLP registration, is accurately prepared and submitted to ROC. - Comply with all other requirements such as LLP agreement, partner consent, identity proofs, etc., as per LLP registration norms.
### Conclusion
Changing the object clause from trading in shares and securities to comply with LLP regulations is mandatory before filing Form 1 for LLP registration. This ensures compliance with the legal framework governing LLPs in India. Therefore, proceed with amending the object clause of your Pvt. Co. first, update the records with ROC, and then proceed with filing Form 1 for LLP registration with the revised object clause.
For specific legal advice and procedural intricacies, it is advisable to consult with a qualified company secretary or legal advisor who can guide you through the entire conversion process effectively.
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