Business Conversions

Process

• Hold a meeting of Designated Partners and authorise the partners to take necessary steps for conversion.
• Submitting name application through RUN facility.
• File e-form URC-1 with the required documents
• File Spice e-forms for Private Limited Company Registration.
• Drafting business takeover agreement and complying with the provision of Income Tax Act
• Takeover of Business

Documents Required

• Copy of LLP Agreement
• List of proposed directors
• List of proposed members
• Copy of latest income tax return
• Statement of Assets and Liabilities
• Consent of Partners and Creditors
• Form DIR-2
• Form INC-9
• Registered Office documents

Conversion of Private Limited Company into Public Limited Company involves alteration of article of association of Private Company u/s 14 which cannot be done without passing special resolution of Shareholders in the General Meeting.

Process

• Pass a board resolution to get the in-principal approval of Directors for conversion of a Private company into a public company by altering the AOA.
• Issue Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors and the Auditors of the Company.
• Holding of Extra Ordinary General Meeting and passing of Special Resolution.
• The copy of special resolution along with the prescribed documents to be filed in form MGT.14 within 30 days of passing special resolution.
• An Application for conversion of a Private company into a Public company is required to be filed in e-Form INC.27 to the ROC.
• Issue of fresh Certificate of Incorporation.

Documents Required 

• Copy of Board Resolution and Special Resolution
• Altered AoA and MoA

Section 14 of Companies Act, 2013 plays an important role with respect to conversion of a public company into a private company. A conversion of a public company into a private company involves alteration of article of association of public company which cannot be done without previous approval of NCLT.

Process 

• Pass a board resolution to get the in-principal approval of Directors for conversion of a Private company into a public company by altering the AOA.
• Issue Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013.
• Holding of Extra Ordinary General Meeting and passing of Special Resolution.
• The copy of special resolution along with the prescribed documents is required to be filed with concerned ROC in e-form MGT.14 within 30 days of passing special resolution.
• A petition to NCLT in Form No. NCLT-1 along with the necessary attachments shall be filed with the Tribunal not less than three months from the date of passing of special resolution.
• The company shall at least fourteen days before the date of hearing :

1. Advertise the petition in Form NCLT-3A, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situate, and at least once in English language in an English newspaper circulating in that district.
2. serve by registered post with acknowledgement due, individual notice in Form NCLT. No. 3B on each debenture-holder and creditor of the company; and
3. serve by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of Companies and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any other Act.

• File E-Form INC-27 to the RoC within 30 days from the date of receiving of order of NCLT.
• Issue of Fresh Certificate of Incorporation by Registrar. 

Documents Required 

• Copy of Board Resolution and Special Resolution
• Altered AoA and MoA
• Petition to NCLT

An OPC can be converted into a Private Limited Company either voluntarily or needs to be converted compulsorily if it satisfies certain conditions. 

Compulsory Conversion

 An OPC must mandatorily convert itself to a Private Limited Company, if it satisfies the following conditions:

• If the paid up capital of the OPC exceeds Rs. 50 lakh.
• If the average turnover in any three consecutive financial years is more than Rs. 2 crore.

Process 

• No objection Certificate has to be obtained in writing from the creditors, and the other members.
• The Members of the Company needs to pass a Special Resolution in the General Meeting for effecting conversion.
• Within fifteen days of the passing of the resolution, company needs to file e-form INC-6 with the registrar along with a copy of the resolution.
• E-Form MGT-14 (in case of conversion of OPC) must have been filed and approved before filing e-Form INC-6.

Documents Required 

• NOC from creditors and member
• Copy of Special Resolution

1. Voluntary Conversion

Process 

• If any One Person Company wants to convert itself into private/public Company, then also it can voluntarily apply through Form INC-6 after two years of its incorporation.
• The conversion can be effected through modification of the memorandum of the association and articles of the association in accordance with the provisions.
• E-Form MGT-14 (in case of conversion of OPC) must have been filed and approved before filing e-Form INC-6.
• E-form INC-6 to be submitted to the Registrar along with the relevant documents.

Documents Required 

• NOC from creditors and member
• Copy of Board Resolution and Special Resolution

A Limited Liability Partnership (LLP) is better for the partners as they do not have to use personal assets to pay off liabilities. Moreover LLP is not subject to excessive regulations.There are certain capital tax benefits and there is no cap with regard to a number of partners or capital contribution requirements and have minimum audit requirements.

Process

• Obtain DIN and DSC
• Apply for name of LLP
• File the incorporation documents as in ordinary LLP registration and also file LLP Form 17
• Final Registration will have the effect of conversion of Partnership to LLP