To get registered in company act you need to form a co., if your organisation already exist in some other form you can convert it to co.
Before citing about the steps, it is better to know about certain conditions and pre-requisites for the conversion .
Conditions
All partners of the partnership firm shall become shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the conversion.The partners share holding in the company in aggregate is 50% or more of its total voting power and continue to be as such for 5 years from the date of conversion.
Pre-requisites
Registered Partnership firm with minimum 7 Partners
Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company
Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co.
If the above requirement is not fulfilled by the firm, then the Partnership deed should be altered
Process of Conversion of a Company into an LLP
Following are the steps that need to be followed for converting a company into LLP:
Obtain DIN – DIN acronyms for Director Identification number. Earlier instead of DIN, DPIN was to be obtained. Nowadays DIN is required to be obtained by those designated partners who do not possess one.
Board Meeting – The second step for conversion of a company into LLP is that a meeting of all board of directors is to be called for. In the meeting, a resolution for the conversion of the company into LLP is to be passed. Apart from this, another resolution that needs to be passed is for authorising any director to apply for the name of LLP. After passing of such a resolution, an application for name availability is to be filled i.e. e-form LLP- 1 with the Registrar of Companies. Along with such application, the board resolution regarding conversion also needs to be attached.
After submission of such an application, the approval certificate needs to be obtained from the Registrar of Companies.
Drafting the LLP agreement – An LLP agreement needs to be drafted. A basis contents in each LLP agreement contain Name of the LLP, Name of the partners and designated partners, form of contribution, profit sharing ratio, rights, duties and liability of each of the partners, proposed business activity that the partners would carry on and the rules that the shall govern the LLP. All these details need to be filled in e-form 3 within 30 days of incorporation. It is desirable that all the partners sign this agreement in order to avoid disputes.
Filling of Incorporation Documents – For the purposes of incorporation, e-form 2 is to be filled up by attaching documents like proof of address of registered office of LLP, subscriptttion sheet signed by the partners, notice of consent and appointment of designated partners along with their personal details and the detail of LLP.
Filling of application for Conversion – E-Form 18 needs to be filled with the registrar of companies. Following attachments need to be put with this form:
Statement of shareholders.
Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
List of all the Secured creditors along with their consent to the conversion.
Approval of the governing council (In case of professional private limited companies)
NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.
Approval from any other body/authority as may be required.
Particulars of pending proceedings from any court/Tribunal etc
After filling of all the above documents and approval of the same from the registrar and ministry, the registrar would issue a certificate of registration in form no. 19 for the conversion. This certificate shall be the conclusive evidence of conversion into LLP.
Filling of e-form 14 – After receiving the certificate of conversion, within 15 days of the date of registration, the partners need to intimate the registrar of companies about the acceptance. The attachments to be made with e- form 14 are a copy of the certificate of incorporation of formation of LLP and copy of incorporation.
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