Conversion of LLP in to Public Limited Company

Converting a Limited Liability Partnership (LLP) into a Public Limited Company (PLC) in India involves several steps and compliance with legal requirements under the Companies Act, 2013 and related regulations. Here is a detailed procedure for this conversion:

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.