Process of Conversion of LLP into a Private Limited Company

The conversion of a Limited Liability Partnership (LLP) into a Private Limited Company is governed under the Companies Act, 2013 and requires compliance with the Companies (Incorporation) Rules, 2014. Below is the step-by-step process:

Step-by-Step Process

1. Obtain Name Approval (SPICe+ Part A)
   • Apply for name reservation via the SPICe+ (Part A) form on the MCA portal.
   • Ensure that the name is unique and includes "Private Limited."
2. Obtain Digital Signature Certificates (DSC)
   • All proposed directors and shareholders must obtain DSC for signing e-forms.
3. Apply for Director Identification Number (DIN)
   • If new directors don't have DIN, apply through SPICe+ (Part B).
4. Pass LLP Resolution for Conversion
   • Pass a resolution in the LLP for conversion into a Private Limited Company.
   • File Form LLP-3 with the Registrar of LLPs (RoC).
5. Drafting of MOA & AOA
   • Prepare Memorandum of Association (MoA) and Articles of Association (AoA) in compliance with the Companies Act, 2013.
6. Obtain Consent from Partners & Creditors
   • Obtain No Objection Certificate (NOC) from all partners and creditors for conversion.
7. File Incorporation Application (SPICe+ Part B)
   • Submit SPICe+ (Part B) along with the required documents.
8. Filing of Form URC-1
   • File Form URC-1 for the conversion process with required attachments.
9. Issue of Certificate of Incorporation
   • Upon verification, the RoC will issue a Certificate of Incorporation, marking the conversion completion.
10. Update PAN, TAN, and GST

• Apply for a fresh PAN and TAN.
• Update GST Registration and bank details.

List of Documents / Information Required

General Documents

1. LLP Agreement (Stamped & Notarized)
2. Certificate of Incorporation of LLP
3. Consent of Partners (For conversion & appointment as directors)
4. NOC from Creditors & Stakeholders
5. Latest Financial Statements (Audited, if applicable)
6. Proof of Registered Office Address (Utility Bill, Rent Agreement, etc.)
7. Identity & Address Proof of Directors and Shareholders (PAN, Aadhar, Passport, etc.)
8. List of all secured/unsecured creditors
9. List of all existing partners & their details
10. Board Resolution & LLP Resolution for conversion
11. Affidavit & Declaration by Directors (Under Companies Act)

List of Forms to be Filed with RoC

Here are the some necessary draft resolutions for converting an LLP into a Private Limited Company.

1. LLP Resolution for Conversion

(To be printed on LLP letterhead and signed by all partners)

[LLP Name]Registered Address: [Address]CIN: [LLPIN]Date: [DD/MM/YYYY]

Resolution Passed at the Meeting of Partners

"RESOLVED THAT pursuant to Section 366 of the Companies Act, 2013, and other applicable provisions, the consent of all partners of [LLP Name] is hereby accorded for converting the LLP into a Private Limited Company under the name [Proposed Company Name]."

"RESOLVED FURTHER THAT [Designated Partner's Name], Designated Partner, be and is hereby authorized to file necessary applications, execute documents, and complete formalities with the Registrar of Companies."

"RESOLVED FURTHER THAT a No Objection Certificate (NOC) from creditors and stakeholders shall be obtained, and all necessary declarations and affidavits be prepared."

Signed:[Partner 1 Name] - Designated Partner[Partner 2 Name] - Partner[Partner 3 Name] - Partner

2. No Objection Certificate (NOC) from Partners

(To be printed on a ₹100 stamp paper and notarized)

DECLARATION AND CONSENT OF PARTNERS

We, the undersigned partners of [LLP Name], having its registered office at [Address], do hereby solemnly affirm and declare that:

1. We have no objection to the conversion of [LLP Name] into [Proposed Private Limited Company Name].
2. We consent to become shareholders in the proposed private limited company.
3. We confirm that all liabilities and obligations of the LLP shall be honored by the newly incorporated entity.

Signed on this [Date].

Partner 1: [Name] (Signature)Partner 2: [Name] (Signature)Partner 3: [Name] (Signature)

3. No Objection Certificate (NOC) from Creditors

(To be printed on company letterhead of each creditor, if any)

To,The Registrar of Companies[State Name]

Subject: No Objection Certificate for Conversion of LLP into a Private Limited Company

Dear Sir/Madam,

We, [Creditor Name], having our registered address at [Creditor's Address], hereby confirm that we have no objection to the conversion of [LLP Name] into [Proposed Private Limited Company Name].

We acknowledge that the obligations and liabilities of the LLP shall continue to be honored by the newly incorporated entity.

Thanking you,

For [Creditor Name]

[Authorized Signatory](Designation)Date: [DD/MM/YYYY]

4. Board Resolution for First Meeting of Directors (Post-Incorporation)

(To be printed on company letterhead once conversion is completed)

[Proposed Private Limited Company Name]Registered Address: [Address]CIN: [CIN]Date: [DD/MM/YYYY]

Resolution Passed at the First Board Meeting of Directors

"RESOLVED THAT the Certificate of Incorporation issued by the Registrar of Companies for the conversion of [LLP Name] into [Proposed Private Limited Company Name] be and is hereby noted and taken on record."

"RESOLVED FURTHER THAT the LLP's existing bank accounts be updated with the new company name, and a new bank account be opened in the name of [Company Name]."

"RESOLVED FURTHER THAT [Director Name] is authorized to sign, execute, and submit necessary applications to update statutory registrations (PAN, GST, TAN, etc.)."

Signed: [Director 1 Name] - Director[Director 2 Name] - Director