Designated Partners of Sara LLP wants to convert LLP into Private Limited Company for further growth of their organization. They have already got the name approved and have secured the DSC and DIN. Now they seek your adv

CS Executive · Setting up of Business Entities and Closure · PYQS · December 2021
Designated Partners of Sara LLP wants to convert LLP into Private Limited Company for further growth of their organization. They have already got the name approved and have secured the DSC and DIN. Now they seek your advice for further processes of conversion of their LLP into Private Limited Company. Advise.

Answer & Explanation:

As LLP has already got the name approved and have secured the DIN and DSC requirement now LLP needs to file Form URC 1 for Conversion of LLP into Private Limited Company. As per Rule 3 of the Companies (Authorised to Registered) Rules, 2014, for the purposes of section 366(2) of the Companies Act, 2013, the provision of Chapter II of the Act relating to incorporation of company and matters incidental thereto shall be applicable mutatis mutandis for such registration: Provided that there shall be two or more members for the purposes of registration of a company under this sub-rule. Provided further that a company with less than seven members shall register as a private company. A company shall attach and provide the required documents and information to the Registrar along with Form No. URC. 1 in the following manner, namely:- a list showing the names, addresses, and occupations of all persons named therein as partners with details of shares held by them respectively, showing separately shares allotted for consideration in cash and for consideration other than cash along-with the source of consideration and distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Limited Liability Partnership or firm as the case may be; a list showing the particulars of persons proposed as the first directors of the company, alongwith Director Identification Number (DIN), passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company; in case of a firm, deed of partnership, bye-laws or other instrument constituting or regulating the firm and in case the deed of partnership was revised at any time in the past, copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by the Registrar of Firms, in case the firm is registered; written consent or No Objection Certificate from all the secured creditors of the applicant; written consent, from the majority of members whether present in person or by proxy at a general meeting, agreeing for such registration; an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable; a copy of the latest income tax return of the Limited Liability Partnership or firm, as the case may be.

Topics: Limited Liability Partnership (LLP)

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