As per Section 366 of the Companies Act, 2013, any partnership firm, limited liability partnership, cooperative society, society can be converted as Private Limited or Limited Company as per the procedure laid down in Companies (Authorized to register) Rules, 2014.

BEFORE FILING APPLICATION FOR CONVERSION, ENSURE THE FOLLOWING:

• There shall be two or more members in the existing LLP for converting the LLP in to a Company
• That secured creditors have given their consent for such conversion;
• No pending of RoC annual filing by LLP
• A notice in newspaper about such conversion, one in English and in local language seeking objections must be published;
• A general meeting must be held where majority of partners have given their consent for such conversion.

PROCEDURE TO CONVERT LLP TO PRIVATE LIMITED:

• Name Availability and reservation - using INC-1
• After obtain name approval from ROC, applicant shall prepare and file the Form URC-1 along with the following documents.
  • List of Members with Name, Address and Occupations. Each separate list if shares allotted for consideration and for consideration other than cash along with the source of consideration and distinguishing, in case where shares are numbered.
  • List of proposed directors of the company, their names, including surnames the DIN, passport number (if any) with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as Director of the Company;

• An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under section 164(1), Companies Act 2013 and that all the documents filed with the RoC contain information that is correct and complete and true to be best of his knowledge and belief;
• List of Partners of the Limited Liability Partnerships (LLP);
• A Copy of LLP Agreement and Certificate of Registration duty verified by at least two designated partners of LLP;
• A statement specifying the following particulars; a) the nominal share capital of the company and the number of shares into which it is divided; b) the number of shares taken and the amount paid on each share; c) the name of the company, with the addition of the word 'Limited' or 'Private Limited' as the case may require, as the last word or words thereof;
• 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 registration under section 366 of the Companies Act, 2013;
• An affidavit duly notarized, from all the members or partners providing that in the event of registration as a company under Part I Chapter XXI of the Companies Act, 2013, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for this dissolution as Limited Liability Partnership;
• Statement of accounts of the company, prepared not later than 6 days preceding the date of application duly certified by auditor, if applicable;
• Declaration of two or more directors verifying the particulars of all members/partners;
• Copy of Newspaper advertisement
• Certificate from a company Secretary/Cost Accountant/Chartered Accountant in Practice certifying the compliance with all the provisions of Stamp Act, to the extent applicable;
• No objection certificate form concerned Registrar of LLP
  • After obtaining name approval, and approval of Form No.URC-1 from the registrar, draft MOA and AOA, Subscription Page of MOA & AOA. we have to have file incorporation documents using INC-7, DIR-12 and INC-22
  • Applying for new PAN/ TAN
  • Surrender the Old PAN / TAN
  • Communicate to the debtors and creditors
  • Update company bank account and concern authorities like excise, sales, service tax.