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Conversion of LLP to Private Limited Company

The Limited Liability Partnership Act, 2008 does not provide provisions for converting an LLP into a company. However, Section 366 of the Companies Act, 2013 and the Company (Authorized to Register) Rules, 2014 allow the conversion of an LLP into a company as per the provisions outlined therein. Many LLPs are opting for conversion into a Private Limited Company to facilitate growth, expansion, and the infusion of equity capital.

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    Pre-Conditions for Conversion

    • The LLP must have at least two partners.
    • Approval from all partners is required for conversion.
    • Newspaper Advertisement: An advertisement must be published in Form URC-2 in two newspapers—one in the local language (where the registered office of the LLP is located) and one in a national English-language newspaper.
    • A No Objection Certificate (NOC) is required from the Registrar of Companies (RoC) where the LLP is registered.

    Process for Conversion of LLP into a Private Limited Company

    1. Publish Newspaper Notice (Form URC-2):
      • A notice seeking objections for the conversion must be published in Form URC-2 in at least two newspapers:
        • One in the local language where the LLP’s registered office is situated.
        • One in a national English-language newspaper.
    2. File RUN (Reserve Unique Name):
      • Name Approval: Apply for name approval from the Registrar of Companies (RoC) through the RUN service. The object clause of the company must be attached with the application.
    3. Filing Forms URC-1, SPICe, SPICe MOA, and SPICe AOA: After receiving the name approval and after 21 days from the publication of the newspaper notice, the following forms must be filed:
      • Form URC-1: This is the main form for registering the company under Section 366 of the Companies Act, 2013.
      • SPICe: A combined form for the incorporation of a company, which includes:
        • SPICe MOA (Memorandum of Association)
        • SPICe AOA (Articles of Association)

    Conclusion

    The conversion of an LLP into a Private Limited Company is a strategic move for many businesses seeking to raise capital, expand, or enhance credibility. The process involves multiple steps and the filing of several forms with the Registrar of Companies (RoC). It is essential to ensure that all documents are in order and comply with the regulations to avoid delays.

    Feel free to contact us for assistance with the conversion process or any related queries. We are here to guide you through every step of the conversion efficiently.