Conversion of LLP into Company or Vice Versa
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Converting a Limited Liability Partnership (LLP) into a company or a company into an LLP involves several legal, procedural, and compliance-related steps. This decision is often driven by the need for structural advantages, operational flexibility, fundraising, or reduced compliance costs. At K Alok & Associates, we specialize in assisting businesses with smooth and efficient conversions, ensuring adherence to all statutory requirements.
Conversion of LLP into a Private Limited Company
This process is commonly pursued by LLPs aiming for scalability, access to equity funding, or the corporate benefits associated with a company structure. The process is governed by the Companies Act, 2013, and relevant rules.
Key Steps in LLP to Private Limited Company Conversion
- Name Reservation:
- File an application with the Registrar of Companies (ROC) through the RUN (Reserve Unique Name) portal to reserve the desired name for the company.
- Ensure the name complies with the naming guidelines of the Companies Act.
- Consent of Partners:
- Obtain the unanimous consent of all partners in the LLP for conversion.
- Pass a resolution in the LLP to authorize the conversion process.
- Application Filing (Form URC-1):
- File Form URC-1 with the ROC, containing:
- Details of all partners/members.
- Statement of assets and liabilities certified by a chartered accountant.
- Consent of all creditors for the conversion.
- A copy of the LLP agreement.
- A no-objection certificate (NOC) from the tax authorities.
- File Form URC-1 with the ROC, containing:
- Submission of Incorporation Documents:
- Prepare and file the Memorandum of Association (MOA) and Articles of Association (AOA).
- Attach forms such as DIR-12 (for appointment of directors), INC-9 (declaration by subscribers), and others as required.
- Certificate of Incorporation:
- Upon verification of documents, the ROC issues a certificate of incorporation, formalizing the transition.
- The LLP ceases to exist as a separate entity.
Benefits of Conversion to a Company
- Access to equity funding and venture capital.
- Enhanced credibility and brand perception.
- Limited liability protection for shareholders.
- Opportunity to expand operations and business scale.
Conversion of Private Limited Company into LLP
Many companies opt to convert into LLPs to benefit from operational flexibility, reduced compliance burden, and tax advantages. This process is governed by the LLP Act, 2008, and applicable company laws.
Key Steps in Company to LLP Conversion
- Name Reservation:
- File Form RUN-LLP to reserve the LLP’s name with the ROC.
- Ensure the name matches the company’s existing name as closely as possible.
- Approval from Stakeholders:
- Obtain consent from all shareholders and creditors for the conversion.
- Pass a special resolution at a general meeting to authorize the conversion.
- Application Filing (Form 18):
- File Form 18 (Application for Conversion) and Form 2 (Incorporation Document).
- Attach:
- Statement of accounts showing no outstanding debts.
- Declaration of solvency by directors.
- Consent of shareholders.
- Certificate of Incorporation:
- Upon approval, the ROC issues a certificate of incorporation for the LLP, officially marking the transition.
- The company is then struck off from the company register.
Benefits of Conversion to LLP
- Simplified compliance requirements.
- Lower regulatory costs.
- Flexible operational structure.
- Tax benefits, as LLPs are taxed only on profits distributed to partners.
We K Alok & Associates, Best Chartered Accountant firm in Delhi India provides end-to-end assistance for entity conversions, including:
- Expert advice on the most suitable structure for your business.
- Preparation and filing of all required documents.
- Assistance with ROC filings and compliance.
- Tax planning to minimize liabilities.
With years of experience and a team of seasoned professionals, we ensure a seamless transition tailored to your business needs.
Contact us today at info@kalok.in or visit our office in New Delhi for personalized support.
Services
Business Incorporation & Compliance
Registration & Certification Services
GST Advisory & Compliance
Income Tax Advisory & Compliance
Accounting and Payroll Services
Audit & Assurance Services
International Tax Services
UAE Business Services
Financial Insights
Union Budget 2025: Goods and Services Tax Comprehensive Overview
Union Budget 2025: Direct Tax Comprehensive Overview
Detailed Summary of Recommendations from the 54th GST Council Meeting
Frequently Asked Questions
Can an LLP be converted into a company?
Yes, LLPs can be converted into private companies by following the procedures under the Companies Act, 2013.
What are the key documents required for LLP to company conversion?
- Statement of assets and liabilities certified by a CA.
- Consent of partners and creditors.
- LLP agreement and registration certificate.
- Incorporation documents (MOA, AOA).
Can a company convert into an LLP with outstanding debts?
No, all debts must be settled, or creditors’ consent obtained before initiating the conversion process.
What happens to licenses and contracts during conversion?
Licenses and contracts must be updated or re-executed in the new entity’s name. Some may require prior approvals.
Are there any restrictions on conversion?
- LLPs cannot be converted into public companies directly.
- Companies with secured loans or outstanding debts cannot convert to LLPs without clearance.
Do all partners/shareholders need to agree to the conversion?
Yes, unanimous consent from all partners/shareholders is mandatory.
Can a one-person company (OPC) convert to an LLP?
No, existing laws do not permit direct conversion of OPCs into LLPs.
Can a company convert to an LLP and still retain its brand identity?
Yes, provided the LLP’s name is approved as per ROC guidelines and is closely aligned with the company’s name.
Can a company be converted back into an LLP?
Yes, a company can be converted into an LLP by following the process outlined in the LLP Act, 2008. This includes obtaining shareholder approval, filing forms with the ROC, and transferring assets and liabilities to the LLP.
Is tax liability transferred during conversion?
Yes, during conversion, the tax liabilities of the previous entity (LLP or company) are transferred to the new entity. Proper planning is essential to ensure compliance with tax laws during the transition.
Are there any restrictions on the type of LLPs or companies that can be converted?
Yes, certain LLPs, such as those engaged in financial services, may face restrictions on conversion. Similarly, companies undergoing liquidation or insolvency proceedings may not be eligible for conversion.
What happens to the assets and liabilities during conversion?
All assets and liabilities of the LLP or company are transferred to the new entity upon conversion. This includes bank accounts, property, intellectual property, and outstanding debts.
How long does the conversion process take?
The time frame for conversion depends on the accuracy and completeness of the documentation and approvals required. Generally, the process takes 30 to 60 days.
Do the directors or partners need to change during conversion?
No, the existing directors or partners can continue to hold similar roles in the new entity. However, their designations may change (e.g., partners becoming directors or shareholders).
Will the name of the entity change after conversion?
The name can remain the same if it is available under the new structure. However, if the name is unavailable or does not comply with naming rules, a new name must be chosen.
What are the key compliance requirements after conversion?
After conversion, the new entity must adhere to the compliance requirements of its structure. For example, a company must file annual returns, hold board meetings, and maintain proper accounting records.
Is there any impact on contracts or agreements during conversion?
All contracts, agreements, and licenses held by the previous entity are transferred to the new entity. It is advisable to notify stakeholders and update records to avoid legal disputes.
Are there any penalties for non-compliance during the conversion process?
Non-compliance with the conversion process, such as incomplete documentation or failure to file forms, can result in penalties, fines, or rejection of the conversion application by the ROC.
Can foreign LLPs or companies convert into Indian entities?
Yes, foreign LLPs or companies can convert into Indian entities, but they must comply with the Foreign Exchange Management Act (FEMA) and other relevant regulations.
Will the existing PAN and GST registrations change after conversion?
Yes, the PAN and GST registrations of the LLP or company will change after conversion. The new entity must apply for fresh PAN and GST registrations, while the old ones must be surrendered or updated as per the conversion requirements.
Are there any restrictions on transferring liabilities during conversion?
No, there are no restrictions on transferring liabilities during conversion. However, all creditors and lenders should be informed about the conversion to avoid disputes, and their consent may be required in certain cases.
Does the conversion impact employee contracts or benefits?
No, the conversion does not impact existing employee contracts, benefits, or liabilities. All employment terms remain intact, but it is advisable to update employment agreements with the new entity’s details.
Can the converted entity continue ongoing legal proceedings?
Yes, ongoing legal proceedings or disputes of the previous entity will continue under the converted entity’s name. The new entity assumes all legal rights and obligations of the original LLP or company.