Requirements for Conversion of Firm into Company

Narendra Kumar

21 Oct, 2019

Conversion Provisions under Companies Act, 2013

With the growth in market and rise in corporate work structure many of already registered and operating Partnership Firms, limited liability partnerships, societies, etc. want to switch to the company form. As this makes them look more credible and solidifies the identity of the firm. This can be done in two possible ways. Firstly, they can register a new company, or they can convert the existing entity into a company. Companies Act, 2013 provides the option for entrepreneurs to switch their business format. This is a very practical solution provided by the department as such a change does not even attract any kind of capital gain tax. Provides the provisions and procedure for such conversion provisions. Section 366 to 374 of Chapter XXI of Companies Act, 2013 read along with Companies (Authorized to Registered) Rules 2014

The Procedure of Conversion and Documents Required for the same

While applying for conversion Provisions of partnership firm or LLP into a Private Limited Company registered under Companies Act, 2013 the applicant is required to submit Form URC-1 as a linked form along with SPICe Form which is filed for registration of companies under the Act.

Following is the list of documents that are required to be Attached to these above Mentioned two forms.

List of Documents required for filing with ROC for the conversion of a firm into a company:

For Form URC-1

The company required to file e-form URC- 1 along with all the below Mentioned documents:

1. A document containing the list of all the members/partners along with the shares held by them.
2. Declaration signed by at least 2 members/partners verifying the particulars of the partners.
3. An affidavit signed by all the partners stating the dissolution of the converting entity.
4. Incorporation document of the dissolving entity.
5. If the entity is an LLP, then copy of its COI.
6. Copy of Newspaper advertisement stating the conversion.
7. Certificate from practicing professional stating that all the applicable laws ad provisions are followed by the entity.
8. Consent letter from the members.
9. NOC from the registering authority.
10. Copy of statement of accounts of the organization duly audited by the auditor. In must not be older than 30 days from the date of filing.
11. Copy of last income Tax return.
12. An undertaking stating the compliance with all the requisite provisions of the Indian Stamp Act, 1899^[1].
13. Other such documents required depending upon the current status of the entity.

For Form URC-1

The company required to file e-form SPICe along with above-mentioned Form URC-1 along with all the below mentioned documents:

1. Company’s AOA and MOA in SPICe AOA and SPICe MOA as linked form. If the no of subscribers exceeds 7, then hard copies of AOA and MOA in INC-33 and INC-34 are to attached
2. DIR-2 of all the proposed Directors.
3. INC-9 of all the Members and Directors
4. ID and Address proof of all the members and directors.
5. Registered office address proof.