CONVERSIONS

Conversion of LLP to Private Limited

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Overview

Outgrowing your Limited Liability Partnership (LLP) structure? Converting to a private limited company (PLC) can be a strategic leap towards propelling your business to new heights. The Companies Act 2013 empowers LLPs to seamlessly transition into PLCs, unlocking a plethora of benefits and growth opportunities. But navigating this legal and procedural terrain can be daunting. This comprehensive guide decodes the intricacies of LLP-to-PLC conversion in India, empowering you to make informed decisions and execute a smooth transition with Company Avenue Advisory (CCA) by your side.
Eligibility: Unlocking the Gateway to PLC Transformation

Not every LLP qualifies for conversion. Before embarking on this journey, ensure your LLP meets the following eligibility criteria:

• Minimum of two designated partners: One partner can be an existing LLP partner, but a minimum of two is mandatory.

• Unanimous partner consent: All partners of the LLP must provide their written consent to the conversion.

• Clear financial standing: No security interests should exist on any LLP assets, and the LLP must comply with all statutory and regulatory requirements.

Features of Conversion: Unleashing the Advantages of a PLC Structure

Converting to a PLC unlocks a treasure trove of advantages that can propel your business forward:

• Limited liability shield: Your personal assets are shielded from company debts and liabilities, providing greater financial security.

• Enhanced access to capital: Attract new investors and secure funding through venture capital, angel investors, or bank loans with greater ease.

• Boosted credibility and image: A PLC structure fosters enhanced stakeholder trust and confidence, opening doors to new partnerships and collaborations.

• Formalised governance: A defined management hierarchy and clear shareholding structure enable streamlined operations and facilitate efficient decision-making.

Detailed Step-wise Procedure: Charting Your Conversion Course

Converting to a PLC involves a well-defined process. Here’s a breakdown of the key steps:

• Resolution for Conversion: Convene a partners’ meeting and pass a resolution expressing the intention to convert. This resolution should outline the proposed shareholding structure of the PLC.

• Slump Sale Agreement: Draft a comprehensive agreement detailing the transfer of all assets and liabilities from the LLP to the newly formed PLC.

• Company Formation: Incorporate the PLC with the Ministry of Corporate Affairs (MCA) by following these steps:
– Obtain Digital Signature Certificates (DSCs) for the designated directors.
– File Form URC-1 for name availability and secure a unique name for your PLC.
– Draft the Memorandum of Association (MoA) and Articles of Association (AoA), outlining the company’s objectives and governance structure.
– Submit Form INC-27 along with the required documents to the MCA for official registration.

• Transfer of Assets and Liabilities: Execute the slump sale agreement to formally transfer all assets and liabilities from the LLP to the PLC.

• Post-Conversion Activities:
– Obtain a PAN and TAN for the newly formed PLC.
– Update all licenses and registrations to reflect the PLC’s status.
– Open a dedicated bank account in the PLC’s name.
– Maintain separate accounting records and adhere to corporate governance norms.

List of Documents Required: Equipping Yourself for a Smooth Transition

To ensure a smooth conversion process, have the following documents readily available:

• Identity and address proof of directors (PAN, Aadhaar, Voter ID)
• Passport-sized photographs of directors
• Proof of registered office address (ownership/rental agreement, NOC)
• Latest LLP agreement and audited financial statements
• Duly drafted slump sale agreement
• Memorandum of Association (MoA) and Articles of Association (AoA)
• No Objection Certificates (NOCs) from creditors and relevant authorities (if applicable)

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Common Questions

Most Popular Questions

The process involves obtaining approval from the partners of the LLP, incorporating a private limited company, transferring assets and liabilities, and complying with legal requirements for conversion.

Reasons may include limited liability protection, enhanced credibility, easier access to funding, scalability, and tax benefits associated with corporate structures.

The conversion must comply with the provisions of the Limited Liability Partnership Act, 2008, and the Companies Act, 2013, and involve obtaining necessary approvals from regulatory authorities, filing required documents, and paying prescribed fees.

Yes, most LLPs can be converted, subject to compliance with legal requirements, eligibility criteria, and assessment of business viability.

Documents such as incorporation documents, asset transfer agreements, LLP closure documents, board resolutions, special resolutions, and necessary forms for filing with the RoC are required.

The process must be completed within a specified timeline, as per the requirements of the Limited Liability Partnership Act, 2008, the Companies Act, 2013, and any applicable regulations.

Non-compliance may lead to rejection of conversion by regulatory authorities, penalties imposed by the RoC, and adverse impact on the business's legal status and operations.

Yes, Avenue Advisory provides expert assistance for conversion, including assessing eligibility, preparing documents, filing applications, and compliance monitoring.

Avenue Advisory ensures compliance with the conversion procedure by guiding clients through the process, preparing accurate documents, and liaising with regulatory authorities for approvals.

Outsourcing to Avenue Advisory ensures accuracy, compliance, timely processing, and expert support, enabling businesses to focus on their core operations while transitioning from an LLP to a private limited company.

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