Convertion of LLP to Pvt. Ltd. Co.

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Overview

The primary motivations for transforming a Limited Liability Partnership (LLP) into a Private Limited Company (Pvt Ltd) are to enhance the enterprise’s trustworthiness, public perception, and operational adaptability. This conversion also significantly streamlines the process of attracting investments and securing financing.

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Steps

01

Conduct a Board Meeting

02

Obtain (NOC) from Creditors

03

Obtain shareholder and board approval

04

Amendment of Memorandum and Articles of Association

05

Application to the Registrar of Companies (ROC)

06

Approval from the ROC

07

Issuance of Certificate of Incorporation

Eligibility

Minimum Partners:

The LLP must have a minimum of two partners to convert into a Private Limited Company. The LLP must first seek approval from all partners to initiate the conversion process. Furthermore, it should have a minimum of two shareholders and two directors, with one director being a resident of India, as required under the Companies Act, 2013.

No Unresolved Liabilities:

The LLP should not have any outstanding unsecured debts or must obtain written consent from creditors. The financial records of the LLP should also be in compliance with statutory audit requirements to avoid any complications during the conversion process.

Approval of Name:

The proposed name for the Private Limited Company must be approved by the Registrar of Companies (RoC). A name reservation is mandatory before proceeding with the conversion​.

Compliance with Financial Reporting:

The LLP must submit its latest audited financial statements. These accounts should not be older than six days from the date of submission to the Registrar of Companies​.

Certificate of Registration

  • The Registrar of Companies (ROC) in India issues a Certificate of Registration as official acknowledgment that a Limited Liability Partnership (LLP) has successfully completed the conversion process to a Private Limited Company

    This certificate confirms the company's successful fulfillment of all Companies Act, 2013 requirements and formalities, leading to its registration as a Private Limited Company with the ROC

    Once the conversion is complete, the ROC will issue a Certificate of Incorporation to the company, which officially confirms its new status as a Private Limited Company.