Covert partnership firm in pvt company
This query is : Resolved
13 December 2017
what is procedure for converting partnership firm in pvt company?
16 December 2017
Requirement
1. there shall be seven or more partners for the purposes of registration of a company- Proviso to Rule (3)(1) of Companies (Authorised to Registered) Rules, 2014
2. obtaining availability of name
3. File Form URC-1 with ROC with requisite attachment and details. For more detail refer in Instruction Kit for eForm URC-1
1. there shall be seven or more partners for the purposes of registration of a company- Proviso to Rule (3)(1) of Companies (Authorised to Registered) Rules, 2014
2. obtaining availability of name
3. File Form URC-1 with ROC with requisite attachment and details. For more detail refer in Instruction Kit for eForm URC-1
05 March 2018
for converting into pvt company then there is also requirement that there should be seven partners in firm?
06 March 2018
The Companies Amendment Bill 2017 proposes that Partnership firm with two or more partners can be converted into a private company [presently, partnership must have at least seven partners for conversion into a company].
However section 366 is yet to be notified
However section 366 is yet to be notified
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13 March 2018
Sir, i have to file GNL-2 with ROC also for conversion or partnership firm into company? and also provide brief detail and procedure for conversion that how can convert?
13 March 2018
NO NEED TO FILE GNL-2 FOR CONVERSION OF FIRM INTO COMPANY
13 March 2018
Procedure for conversion
1. An application for reservation of name shall be made through the web service available at www.mca.gov.in by
using RUN (Reserve Unique Name) along with fee of Rs. 1,000/-, which may either be approved or rejected and
no re-submission is allowed. Form INC-1 has been omitted;
2. After getting the approval of name from Registrar of Companies, the applicant must prepare & file the form No URC-1 in addition to the following documents.
(a) A list showing the names, addresses, and occupations of all persons named therein with details of shares held by them (including shares held as cash or other than cash separately) respectively, distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Partnership Firm
(b) A list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN , residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company
(c ) An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under sub section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief
(d) A list containing the names and addresses of the Partners of the Partnership Firm
(e) a copy of deed of partnership in case the deed of partnership was revised at any time in the past copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms, in case the firm is registered
(f) A statement specifying the following particulars:—
(i) The nominal share capital of the company and the number of shares into which it is divided;
(ii) The number of shares taken and the amount paid on each share;
(iii) The name of the company, with the addition of the word " Limited" or “Private Limited" as the case may require, as the last word or words thereof;
(g) Written consent or No Objection Certificate from all the secured creditors of the applicant
(h) Written consent from the majority of partners agreeing for registration
(i) a statement of assets and liabilities of the firm, as the case may be, duly certified by a chartered accountant in practice made as on a date not earlier than thirty days of the filing of form no.URC-1
(j) a copy of latest income tax return of firm
(3) An affidavit, duly notarized, from all the partners providing that in the event of registration as a company under Part I of Chapter XXI of the Companies Act, 2013, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm
(4) The list of members and directors and any other particulars relating to the company required to be delivered to the Registrar shall be duly verified by the declaration of two partners of a partnership firm
(5)Memorandum of Association (MoA) & Articles of Association (AoA) is to be formulated and then filed with RoC after getting the name approval and sanction of form no. URC-1 – from the registrar
1. An application for reservation of name shall be made through the web service available at www.mca.gov.in by
using RUN (Reserve Unique Name) along with fee of Rs. 1,000/-, which may either be approved or rejected and
no re-submission is allowed. Form INC-1 has been omitted;
2. After getting the approval of name from Registrar of Companies, the applicant must prepare & file the form No URC-1 in addition to the following documents.
(a) A list showing the names, addresses, and occupations of all persons named therein with details of shares held by them (including shares held as cash or other than cash separately) respectively, distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Partnership Firm
(b) A list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN , residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company
(c ) An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under sub section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief
(d) A list containing the names and addresses of the Partners of the Partnership Firm
(e) a copy of deed of partnership in case the deed of partnership was revised at any time in the past copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms, in case the firm is registered
(f) A statement specifying the following particulars:—
(i) The nominal share capital of the company and the number of shares into which it is divided;
(ii) The number of shares taken and the amount paid on each share;
(iii) The name of the company, with the addition of the word " Limited" or “Private Limited" as the case may require, as the last word or words thereof;
(g) Written consent or No Objection Certificate from all the secured creditors of the applicant
(h) Written consent from the majority of partners agreeing for registration
(i) a statement of assets and liabilities of the firm, as the case may be, duly certified by a chartered accountant in practice made as on a date not earlier than thirty days of the filing of form no.URC-1
(j) a copy of latest income tax return of firm
(3) An affidavit, duly notarized, from all the partners providing that in the event of registration as a company under Part I of Chapter XXI of the Companies Act, 2013, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm
(4) The list of members and directors and any other particulars relating to the company required to be delivered to the Registrar shall be duly verified by the declaration of two partners of a partnership firm
(5)Memorandum of Association (MoA) & Articles of Association (AoA) is to be formulated and then filed with RoC after getting the name approval and sanction of form no. URC-1 – from the registrar
13 March 2018
Then there is no requirement to filed Spic form-32 for incorporation of company? and then in which form will filed MOA & AOA? and how will appoint directors in company that filed DIR-12 for it.?
13 March 2018
No. you have to file SPICe form i. e SPICe , SPICe MoA & Spice AoA.
13 March 2018
then i have to DIR-12 also for Appointment of Directors and also insert a clause of Takeover in MOA & AOA for firm?
13 March 2018
No need to file DIR 12 as SPICe Form contain the details of First Directors.
Further no need to insert clause of Takeover of firm in MOA & AOA.
Further no need to insert clause of Takeover of firm in MOA & AOA.
13 March 2018
Normally MOA contain following standard clause
To acquire and undertake the whole or any part of the business, property and liabilities of any person, firm or any Company carrying on business which the Company is authorised to carry on or possessed of property suitable for the business of the Company
No need to insert specific clause of Takeover of firm
To acquire and undertake the whole or any part of the business, property and liabilities of any person, firm or any Company carrying on business which the Company is authorised to carry on or possessed of property suitable for the business of the Company
No need to insert specific clause of Takeover of firm
13 March 2018
point no. 3rd of procedure which is required to be given in physical copies to respective authority and point no. 4 also required to be given to ROC in physical copies?
13 March 2018
you have to attach with URC 1
13 March 2018
subscriber should be 7 i.e. member and director should be 2?
13 March 2018
YES. SUBSCRIBER SHOULD BE 7 AND DIRECTOR SHOULD BE 2
13 March 2018
that we can take certificate of incorporation can get after filing URC-1? then after Spic form also filed
13 March 2018
Certificate of Incorporation is issued after filing incorporation form i.e SPICE forms
13 March 2018
ohk and advertisement of conversion is required to be given and also attachment include?
13 March 2018
yes advt need to be given
13 March 2018
then after name approval and within how many days shall be given?
14 March 2018
IT SHOULD BE ATTACHED WITH URC-1
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