1. Preliminary Steps
a. Consent of Partners:
- Obtain consent from all partners of the LLP for conversion into a PLC.
b. Compliance Check:
- Ensure the LLP has at least 7 partners, as a PLC requires a minimum of 7 shareholders.
2. Name Reservation
a. Name Availability:
- Check the availability of the proposed name for the new PLC on the MCA (Ministry of Corporate Affairs) portal.
b. Name Reservation Application:
- Apply for name reservation using the RUN (Reserve Unique Name) service on the MCA portal.
3. Preparation of Documents
a. Drafting of Memorandum and Articles of Association (MoA and AoA):
- Prepare the MoA and AoA of the proposed company.
b. Preparation of Other Documents:
- Prepare the necessary documents such as the declaration of compliance, affidavits, and other statutory forms.
4. Filing of Conversion Application
a. Form URC-1:
- File Form URC-1 with the Registrar of Companies (RoC) along with the required documents.
Documents Required for URC-1:
- List of members and directors with their details.
- Consent from all the partners for conversion.
- Copy of the LLP agreement.
- Statement of assets and liabilities of the LLP.
- Copy of the latest income tax return.
- A statement indicating the following details:
- The nominal share capital of the company and the number of shares into which it is divided.
- The number of shares taken and the amount paid for each share.
- The name of the company with the addition of the word "Limited" or "Public Limited" at the end.
b. Form INC-32 (SPICe):
- File Form INC-32 for incorporation of the company along with necessary attachments, including:
- MoA and AoA.
- Declaration by a professional (CA/CS/CWA) in Form INC-8.
- Affidavit from each proposed director and subscriber in Form INC-9.
- Address proof of the registered office.
c. Form INC-33 and INC-34:
- File e-MoA (INC-33) and e-AoA (INC-34) if applicable.
5. Issuance of Certificate of Incorporation
a. Approval and Certificate:
- Upon approval of the submitted documents, the RoC will issue a Certificate of Incorporation to the newly formed Public Limited Company.
6. Post-Incorporation Compliance
a. Apply for PAN and TAN:
- Apply for a new Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the PLC.
b. Statutory Registers:
- Maintain statutory registers such as the Register of Members, Register of Directors, Register of Charges, etc.
c. Share Certificates:
- Issue share certificates to the subscribers of the company.
d. Intimation to Regulatory Authorities:
- Inform all concerned regulatory authorities, including tax authorities, about the conversion.
e. Update Bank Details:
- Update the company’s bank account details to reflect the new company status.
7. Other Compliance
a. Appointment of Auditor:
- Appoint the first auditor of the company within 30 days of incorporation.
b. Board Meetings:
- Conduct the first Board meeting within 30 days of incorporation to approve various post-incorporation matters.
c. Annual Filings:
- Ensure regular annual filings such as Annual Return (Form MGT-7) and Financial Statements (Form AOC-4) are done as per the requirements.
Summary
The process of converting an LLP into a Public Limited Company is structured and involves careful compliance with various legal requirements. Consulting with a qualified Company Secretary can help navigate the complexities of this process smoothly.
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