Question 1

What are the eligibility criteria for converting LLP to Private Limited Company?

Accepted Answer

For an LLP to be converted into a Private Limited Company, it must satisfy certain conditions under Section 366 of the Companies Act, 2013: 1) The LLP should have a minimum of 2 partners, who will become shareholders of the Private Limited Company, 2) The LLP should be validly existing and in good standing with statutory compliances, 3) No regulatory action or investigation should be pending against the LLP, 4) The LLP's partners must pass a majority resolution for conversion, and 5) All secured creditors must provide No Objection Certificates (NOCs) for the conversion.

Question 2

What are the key advantages of converting from LLP to Private Limited?

Accepted Answer

Converting from LLP to Private Limited Company offers several benefits: 1) Enhanced fundraising capabilities through equity investments and venture capital, 2) Improved business credibility and market reputation, 3) Better organization structure with clear distinction between management (directors) and ownership (shareholders), 4) Ability to offer employee stock options (ESOPs) to attract talent, 5) Unlimited membership capacity compared to LLP's restriction on partners, and 6) Easier transfer of ownership through share transfer mechanisms compared to changing LLP Partnership Deed.

Question 3

What documents are required for LLP to Private Limited conversion?

Accepted Answer

The main documents required for conversion include: 1) LLP Agreement and Certificate of Incorporation, 2) Statement of Assets and Liabilities, 3) Partners' Resolution approving conversion, 4) No Objection Certificates from secured creditors, 5) Draft Memorandum of Association (MOA) and Articles of Association (AOA), 6) List of partners with their capital contribution details, 7) Financial statements for the last 2-3 years, 8) Form URC-1 (for conversion application), 9) Form SPICe+ for incorporation of new company, and 10) Documents proving registered office address.

Question 4

How long does the LLP to Private Limited conversion process take?

Accepted Answer

The entire conversion process typically takes 4-6 weeks. This timeline includes: 1) Preparation of documents (1 week), 2) Obtaining NOCs from creditors (1-2 weeks), 3) Filing URC-1 form for conversion (1 week for processing), 4) Preparation and filing of MOA, AOA, and other incorporation documents (1 week), and 5) Final approval from ROC and issuance of Certificate of Incorporation (1-2 weeks). However, the timeline may extend if the ROC raises any queries or requests additional documents during the process.

Question 5

Does the conversion affect the existing contracts and liabilities of the LLP?

Accepted Answer

The conversion from LLP to Private Limited Company doesn't automatically dissolve existing contracts or liabilities. Upon conversion, all properties, assets, interests, rights, privileges, liabilities, and obligations of the LLP are transferred to the newly formed company. However, it's advisable to review all existing contracts to check if they contain any 'change in entity' clauses that may require prior notification or consent from the other party. Additionally, the company should inform all stakeholders about the conversion and update legal documentation to reflect the new entity status.

Convert LLP to Private Limited Company India | Advisorate

Why Convert from LLP to Private Limited?

Better Fundraising

Enhanced Credibility

Clear Structure

LLP to Private Limited Conversion Process

Partner Resolution & NOC

Document Preparation

Name Approval

Conversion Application

ROC Approval & Certificate

Post-Conversion Compliances

Documents Required for LLP to Private Limited Conversion

LLP Documents

For the New Company

Timeline for Completion

Estimated Timeline

Week 1

Week 2

Week 3-4

Week 5-6

Our LLP to Private Limited Conversion Services

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