How to Convert an LLP into a Private Limited Company in India

The stipulations outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014, contain provisions about business entities' operation under the Limited Liability Partnership (LLP) structure. Managing an LLP business can be challenging compared to other business forms, given that LLPs provide superior business growth and development prospects. Hence, a strategic decision may involve the Conversion of LLP to a Private Limited Company to capitalise on significant advantages and attract shareholders. With their extensive expertise, the professional team at Kanakkupillai specialises in facilitating this transition, providing you with the confidence and reassurance you need.

Guide to Converting a Limited Liability Partnership (LLP) to a Private Limited Company: 

The conversion of a Limited Liability Partnership (LLP) to a Private Limited Company involves a series of procedural steps and legal formalities. Below is a general overview of the process:

1. Board Resolution:

   - Obtain approval through a board resolution to convert the LLP to a private limited company. The resolution should include the authorisation to proceed with the conversion process.

2. Approval from Partners:

   - Obtain consent from all the partners of the LLP for the proposed conversion. It may involve drafting and signing a consent form.

3. Name Approval:

   - Apply for the availability and approval of a new name for the Private Limited Company. The proposed name should comply with the Registrar of Companies (RoC) guidelines.

4. Application for Conversion:

   - Prepare and file the necessary forms with the RoC to convert the LLP to a Private Limited Company. Include the prescribed fees and supporting documents.

5. Drafting of New MOA and AOA:

   - Draft a new Memorandum of Association (MOA) and Articles of Association (AOA) for the Private Limited Company. These documents define the company's objectives, rules, and regulations.

6. Share Allotment and Capital Structure:

   - Determine the share capital structure of the Private Limited Company and allot shares to the partners based on their contributions. It may involve drafting a share allotment agreement.

7. Obtain Digital Signature Certificates (DSC):

• Obtain DSCs for the proposed directors of the Private Limited Company. All documents filed with the RoC must be digitally signed.

8. Filing with RoC:

   - Submit the necessary documents to the RoC, including the application for conversion, new MOA and AOA, and other required forms. Pay the requisite fees.

9. Certificate of Incorporation:

   - Once the RoC is satisfied with the documents, they will issue a Certificate of Incorporation for the Private Limited Company.

10. Intimate Authorities:

    - Inform various authorities, such as the Income Tax Department, about the Conversion of LLP to a Private Limited Company.

11. Update Statutory Records:

    After the conversion, it's crucial to Maintain updated statutory records, including the Register of Members, Register of Directors, and other required registers. This ongoing responsibility ensures that the company remains compliant with the law.

Given the complexity and potential variations in the conversion process, it's advisable to seek professional advice and assistance to ensure compliance with the applicable laws and regulations. The Companies Act and rules may be subject to amendments, so it's crucial to refer to the latest legal provisions during the conversion process.

Conclusion:

The Conversion of LLP to a Private Limited Company is a strategic move, necessitating careful navigation through a comprehensive set of procedural steps and legal requirements outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014. they decided on the challenges associated with managing an LLP and the enhanced growth opportunities offered by the Private Limited Company structure. This overview underscores the importance of securing necessary approvals, choosing an appropriate company name, and adhering to share allotment and capital structure norms. With professional support, such as from the expert team at Kanakkupillai, businesses can successfully undergo this conversion, ensuring compliance with laws and regulations and leveraging the significant advantages of a Private Limited Company. Staying abreast of the latest legal provisions is crucial for a seamless transition.