LLP to a Company
This can be done i the following 2 methods:
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Incorporation of a new corporate entity and subsuming the LLP into this entity
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Conversion of existing LLP into a Company, under the provisions of the Companies Act, 2013.
In the first process, the LLP has to be valued and a sale agreement has to be entered into between the partnership and the new corporate entity.
In the 2nd process, where conversion of the LLP takes place, is a comparatively complex process, but a better option if handled with expertise. It is also less time consuming and is a cost saving method.
Further, in the case of conversion, Capital Gains tax will not be applicable since conversion is not transfer.
Changes to be made after Conversion:
Under Companies Act, 2013
a. Print the new Altered Memorandum and Articles of Association with new Certificate of Incorporation.
b. Alter the name plate affixed on the outside of every office or place in which its business is carried on and also include, along with its name, the former name or names so changed during the last two years. (Eg: ABC Private Limited (formerly ABC LLP) or XYZ (OPC) Private Limited (formerly XYZ Private Limited))
c. In case of One Person Company, the words "One Person Company" shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
d. Alter its Common seal, if any.
e. Alter it letterhead, business letters, billheads, letter papers and in all its notices and other official publications.
f. Alter the hundies, promissory notes, bills of exchange and such other documents and also include, along with its name, the former name or names so changed during the last two years. (EX: ABC Private Limited (formerly ABC LLP) XYZ Private Limited (formerly XYZ Private Limited))
g. Arrange new rubber stamps with new name
File Necessary Amendment Application with the following Organisations/Agencies:
a. Update Entity DSC
b. Bank(s) where the entity maintains its Account(s)
c. Update PAN/TAN/GST
d. Basic Utility Service Providers (eg: Electricity, Water, Internet, Telephone etc.)
e. Inform all the concerned parties where company has made investment(s), taken loan(s), given guarantee(s)
f. Intimate Insurance companies,
g. Update agreements etc.
h. Intimate and update where the entity applies for tenders
i. Goods and Services Act
j. Shops & Establishment Act
k. Private Security Agency Act
l. EPFO
m. ESIC
n. MSME, FSSAI, DIPP, EXIM, FEMA registration, if any
o. Trade License, Professional Tax
p. Factories Act and other Labour Laws
q. Industry Specific Laws