Online Company Registration
A Private Limited Company is the most popular type of corporate entity in India. It is registered as per the compliance and regulatory guidelines of the Ministry of Corporate Affairs (MCA).
In India, there are many businesses that started as LLP (Limited Liability Partnership) but now wants to convert it to the private limited company to taste the more growth in the business or might be forgetting the benefit of equity capital. According to the provisions of ‘Section 366 of the Companies Act, 2013’ and ‘Company (Authorised to Register) Rules, 2014’, the LLP businesses have the rights to convert into the company.
But there are certain requirements which must be fulfilled for an LLP to convert into a Private Limited Company. For example, there must be a minimum of 7 partners in LLP, approval from all the partners is mandatory, advertisement in the local and national newspaper must be done, A NOC (No Objection Certificate) is needed from the ROC in which the registration of LLP is done and all the given below incorporation process must be done-
- Approval of name
- Securing DSC and DIN
- Filing form no. URC – 1
- Memorandum of Association & Articles of Association
- Approval of Name
The approval of name will be acquired from the Registrar of Companies (ROC) after submitting the application in an e-format. For applying for this, many items must be selected which are stated in the ‘RUN FORM’. And if the authority accepts the name then it is valid until 60 days.
- Securing DSC and DIN
If the 7 members who are going to be the directors of the company after the conversion does not have the DSC (Digital Signature Certificate) and DIN (Director Identification Number) must have this and if not then get it as soon as possible. To get the DIN, one must file an application which is available on the MCA Portal. The DIN application will be processed further and the central government will approve it through the office of regional director, the MCA (ministry of corporate affairs). Along with the form, one must also include address proof and identity proof along with the 1 recent colour passport size photo. All the above-mentioned documents must be attested by a practising chartered accountant or a practising cost assistant or a practising company secretary.
- E-form URC-1
The e-form URC-1 must be filed by the company along with the documents that are mentioned below-
- A list that shows the names, addresses, and occupations of the partners of the company along with shares details that they hold.
- A list which shows the names of the persons who are the company’s first directors.
- An affidavit must be taken from each and every person who is appointed as the first directors of the company in which it must be written that he is ‘not disqualified to be a director’ as per the sub-section (1) of Section 164 and also that the documents that has been attested with the Registrar for registration of the company has the correct, complete and true information as per the knowledge and belief.
- A list that contains the names and addresses of the LLP (Limited Liability Partnership) partners.
- A copy of the agreement of the LLP.
- The assets and liabilities statement of the LLP (Limited Liability Partnership) duly given by the practice chartered accountant which must be done not before the 30 days mentioned after the filing of the form no. URC-1.
- A copy of the recent ITC (Income Tax Return) of the LLP (Limited Liability Partnership).
- An agreement that the appointed directors of the company must follow the requirements of the Indian Stamp Act, 1899 (2 of ‘1899).
- The agreement or NOC (No Objection Certificate) must be in written from all the applicant’s secured creditors.
- Majority of the Partners must give an agreement in written.
- A statement containing the given below particulars-
- The company’s nominal share capital and in how many shares it is divided;
- How many shares are taken and how much amount is paid on each of the share;
- Company’s name along with the ‘Limited’ or ‘Private LImited’ words added after the name as per the requirement of the directors.
- E-form INC- 33 / INC-33 / INC-34
The company must mandatorily file the INC-32/ INC-33/ INC-34 forms with the linked forms such as URC-1 and also along with all the documents which are required in the normal Incorporation of the Company such as-
Cautions While Conversion of LLP into Private Limited Company for Professionals
There are many ways by which the firm can be converted into a company via itemized sale, slump sale, dissolution thereof and on dissolution, accepting the company as a partner, business taken by the company etc. as per the choices. The conversion from LLP to the company must be done is an appropriate way as per the situation and which gives the benefits.
- Obtain engagement letter from a subscriber: According to the certification under the SPICE Form i.e. INC-32 Form, a professional have to declare that he is engaged for the certification purpose so therefore is it mandatory to have an engagement letter.
- Verification of original records pertaining to the registered office: According to the certification in SPICE Form i.e. INC-32 form, a professional declares that all the particulars along with attachments have been verified from the original records.
- Ensure all attachments are clear enough to read: According to the certification in SPICE Form i.e. INC-32 Form, a professional declares that the attachments submitted by him are complete and neat.
- Ensure registered office of the company is functioning for the business purposes of the company:According to the certification in SPICE form i.e. INC-32 form, a professional has to declare that the registered office has been visited by him personally. He must also declare that all the original documents have been given after the incorporation. According to the section 7(4), the professional must declare that all the copies of the documents/ information are verified from the originally filed documents which are maintained at the registered office of the company and must give it to the incorporation documents.
- MCA Circular 10/2014:As per to this circular ROC/ RD, if the material fact is not included or the introduction of misleading/incomplete/false information post giving chances to explain the issue to the government division of MCA may further proceedings under section 447 or respective department may take action.