Conversion of Business Entities

Following conditions are to be fulfilled for conversion of LLP “Technical Solution LLP” into a private limited Company “Technical Solutions Pvt ltd”:

•All the partners should have approved the conversion of LLP.

•The LLP should have complied with all the required returns and compliances.

•Publication related to such conversion of LLP into a Private Company, in at least two newspapers, one in English Language and another in any vernacular language newspaper of the place of registered office.

•The Limited Liability Partnership must have at least two partners who are required for incorporation of a Private Limited company.

•There should be no open charges for or against the Company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 1(e) (Syllabus 2022).

Yes, Ramanlal can convert his One Person Company (OPC) into a private limited company, subject to the provisions of the Companies Act, 2013. The conversion can be either voluntary or mandatory (if the OPC meets prescribed thresholds).

Procedure for Conversion of OPC to Private Limited Company:

1.Holding a Board Meeting and passing a Board Resolution: Pass a resolution approving the conversion of OPC into a private limited company and authorizing the necessary actions.

2.Increase the Number of Directors and Members: Since a private limited company requires a minimum of two members and two directors, Ramanlal must appoint an additional director and induct at least one more shareholder.

3.Alteration of Memorandum and Articles of Association (MOA & AOA):

i.Modify the MOA & AOA to reflect the change in company structure.

ii.Remove OPC-related clauses and comply with private company regulations.

4.Obtain No Objection Certificate (NOC): If the company has any creditors or other stakeholders, an NOC may be required for conversion.

5.Holding of General Meeting: Hold the General Meeting and pass the necessary Special resolution.

6.File Necessary Forms with the Registrar of Companies (ROC):

i.Form MGT-14: After the General Meeting and passing the special resolution.

ii.Form INC-6 (Application for conversion of OPC to Private Limited Company).

iii.Attach required documents such as the altered MOA & AOA, list of proposed directors and shareholders, board resolution, and NOC (if applicable).

7.Approval from ROC: Upon verification of documents, the ROC will approve the conversion and issue a fresh Certificate of Incorporation.

8.Update Business Registrations and Licenses: Inform relevant authorities and update registrations, such as GST, PAN, and bank accounts, to reflect the new company status.

9.After conversion, comply with the applicable requirements of a private company under the Act.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 3(c) (Syllabus 2022).

Procedure for Conversion of a Section 8 Company into any other Company:

1.Holding a Board Meeting: Issue a notice (not less than 7 days) and agenda of the Board Meeting as per the provisions of section 173 of the Companies Act and Secretarial Standards-I for convening a Board Meeting to consider the proposal for converting Section 8 Company into any other Company. The main agenda for this board meeting would be:

a.To pass a board resolution to get in-principal approval of the Directors for conversion of section 8 company into any other company.

b.To fix the date, time and place for holding general meeting to get approval of shareholders, by way of Special Resolution, for conversion of a section 8 company into any other company.

c.To approve notice of general meeting along with agenda and explanatory statement to be annexed to the notice of general meeting as per section 102(1) of the Companies Act, 2013. The notice of the general meeting must contain the special resolution for effecting the conversion of the section 8 Company into any other company and the required alteration in the Memorandum of Association and Articles of Association of the Company.

d.To authorize the Director or Company Secretary to issue notice of the general meeting as approved by the board.

e.To authorize the Company Secretary and if there is no Company Secretary, any one director of the company to sign, certify and file the required forms with the Registrar of Companies and to do all such acts and deeds necessary to give effect to the proposed conversion f. To approve the draft new set of Memorandum of Association and the Articles of Association.

2.Issue of Notice of General Meeting: Issue Notice of the General meeting to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013 and Secretarial Standards -2. Notice shall be given at least 14 clear days before the actual date of the General Meeting. Notice shall specify the day, date, time and full address of the venue of the General Meeting and must contain a statement on the business to be transacted at such Meeting.

3.Holding of General Meeting: Hold the General meeting as scheduled and pass the necessary Special Resolution, to get shareholders’ approval for Conversion of Section 8 Company into any other Company along with alteration in Memorandum of Association and Articles of Association under section 14.

4.Filing of e-form MGT-14: In case of conversion of Section 8 Company into any other company special resolution is required to be passed under section 14 of the Companies Act, 2013.

Accordingly, as per section 117(3)(a), a copy of special resolution is required to be filed with the concerned ROC through filing of E-form MGT-14 within 30 days of passing the special resolution in the general meeting. The following documents are required to be attached with the e-form MGT-14:

•A certified true copy of the Altered MoA.

•A certified true copy of the Altered AoA.

•Notice of General Meeting along with an explanatory statement.

•Certified true copy of Special Resolutions passed in the General Meeting along with explanatory statement.

5.Filing of e-form INC-18 with the Regional Director and Registrar: An intimation along with copy of the application with annexures as filed in Form no. INC.18 with the Regional Director shall also go to the Registrar through MCA system.

6.Publication of an Advertisement: After submitting an application to the Regional Director, the Company should publish a notice in FORM INC-19 in the newspaper at least one in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, for the Conversion of Section 8 Company into any other Company and on the website of the company, if any. The publication in the newspaper should be done within a week from the date of submitting an application to the Regional Director.

7.Obtain No Objection Certificates (NOC): From concerned authorities (e.g., Income Tax, Charity Commissioner, etc.) If registered under FCRA, notify Ministry of Home Affairs

8.Order of Conversion by Regional Director: On receipt of the application and on being satisfied, the Regional Director shall pass the order of conversion with certain conditions, as may be required depending upon the facts and circumstances of each case. However, before imposing any conditions or rejecting the application, the Regional Director shall give a reasonable opportunity of being heard to the Company.

9.Issuance of fresh Certificate of Incorporation: On receipt of all the required documents, the Registrar of Companies will issue Fresh Certificate of Incorporation to the applicant. When the license of the Company as Section 8 Company is revoked, the Company can apply for the Conversion of its status and name with the Registrar of Companies in Form INC-20.

Accordingly, Noble Work Foundation should follow the aforesaid procedure for conversion into a private limited company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 1(e) (Syllabus 2022).

In order to convert Private Company into (One Person Company) OPC after calling the Board Meeting,Meeting of Shareholders/Members and passing of the necessary resolution, following forms are required to be filed: -

1.Filing of e-form MGT-14: In case of conversion of Company into One Person Company Special resolution is required to be passed under section 14 of the Companies Act, 2013.

Accordingly, as per section 117(3) (a), a copy of special resolution is required to be filed with concerned ROC through filing of E-form MGT-14 within 30 days of passing special resolution in the general meeting.

Following documents are required to be attached with e-form MGT-14:

a.Notice of general meeting along with copy of explanatory statement under section 102; b. Certified true copy of special resolution; c. Altered memorandum of association; d. Altered articles of association; e. Certified true copy of board resolution may be attached as an optional attachment.

2.Filing of e-form INC-6: The company shall file an application in e-Form No.INC-6 for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely: -

1.altered e-MOA and e-AOQA;

2.copy of NOC of every creditor with the application for conversion;

3.affidavit of directors confirming that all the members of the company have given their consent for conversion.

4.Affidavit

5.Certified true copy of minutes, list of creditors and list of members.

6.Copy of NOC of every creditor

7.Consent of the nominee in Form No. INC-3 along with all enclosures

8.Copy of PAN card of the nominee and member.

9.Proof of identity of the nominee and member.

10.Residential proof of the nominee and member.

Any other information can be provided as an optional attachment(s).

3.Issuance of New Certificate of Incorporation: On approval of Form MGT-14 and Form INC-6, the Registrar will issue a fresh Certificate of Incorporation with the Changed name to the applicant company or the Conversion of Company into OPC.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 3(d) (Syllabus 2022).

The following are the post conversion requirements to be arranged by XYZ Appliances Ltd. after conversion from a private limited company to a public limited company:

Once the company gets converted into public limited company, it needs to intimate and inform some authorities, persons as required by law. Following are the major compliance that needs to be followed by the company after conversion:

•A fresh PAN card has to be applied to reflect the conversion done.

•The bank account details of the company need to be updated.

•Proper intimation needs to be given to tax authorities and other regulatory authorities about the conversion.

•Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be. The company’s name and its public status should be clearly displayed in compliance with Section 15(1) of the Companies Act, 2013.

•A fresh rubber stamp is required to be arranged with the new name of the Company.

•Paint or affix or print, new name along with the former name so changed on the outside of every office. The company’s new status needs to be visibly affixed at all locations and on all relevant documents, as mandated by Section 12 of the Companies Act, 2013. This includes legal documents, company seals, business letters, and promotional materials.

•Inform about the conversion from private limited to public limited to various Government authorities like GST department, Regional Provided Fund department, Income tax department, etc.

•Intimate all the banks where the current accounts of the company are opened about the conversion with regard to change in the name and status of the Account holder.

•Ensure that the company has a minimum of 7 members (if it had fewer members earlier).

•Ensure compliance with the minimum number of directors required for a public company, which is 3 directors

•Ensure the dematerialization of shares

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 1(d) (Syllabus 2022).

Once the company gets converted into private limited company, it needs to intimate and inform the authorities, persons as required by law. Following are the major compliances that needs to be followed by the company after conversion into a private limited company:

•Arrange new rubber stamps and/or common seal (if keeping) with the new name, and all the stationary in the new name of the Company.

•Arrange printing of fresh copies of Altered Memorandum of Association and Articles of Association with new Certificate of Incorporation.

•Paint the new name of the Company outside every office, building etc. along with former name so changed.

•Get the new name printed on its business letters, letter heads, Bill heads, Invoice Forms, Receipt Forms and all other official publications along with former name so changed.

•Inform about the conversion of the Company to all concerned persons/ government authorities.

•Intimate all the Banks where Company is operating Bank Accounts about its conversion and file necessary applications and documents with regard to change in the name of Account holder.

•Make application to Income Tax Department for new Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 3(e) (Syllabus 2022).

The provisions related to conversion of private company into public company are provided under section 18 (conversion of companies already registered) and 14 (alteration of articles)

of the Companies Act, 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014.

When a private company converts into a public company, several structural and legal changes take place to align it with public company requirements:

•Appropriate steps should be taken to increase the number of members to at least seven, if the company has less than seven members.

•Name clause of Memorandum needs to be amended to exclude the word ‘Private’.

•The Articles of Association should be amended to remove the restrictive provisions applicable to the Private Company.

•If the number of directors of the Company is two, the number of directors should be increased to at least three.

•Company has not defaulted in filing of Annual Returns or financial Statement due for filing with the Registrar.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2026, Q. 4A(ii) (Syllabus 2022).

Section 56 of the LLP Act, 2008 provides for conversion from private company into limited liability partnership. A private company may convert into a limited liability partnership in accordance with the provisions of the Chapter X and the Third Schedule.

According to Third schedule, a company may apply to convert into a limited liability partnership in accordance with this Schedule if and only if—

(a)there is no security interest in its assets subsisting or in force at the time of application; and

(b)the partners of the limited liability partnership to which it converts comprise all the shareholders of the company and no one else.

Upon such conversion, the company, its shareholders, the limited liability partnership into which the company has converted and the partners of that limited liability partnership shall be bound by the provisions of this Schedule that are applicable to them.

Effect of Conversion from Company to LLP:

As per Schedule III

6.Effect of registration.: On and from the date of registration specified in the certificate of registration issued under paragraph 4 (Registration of conversion).

(a)there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act;

(b)all tangible (movable or immovable) and intangible property vested in the company, all assets, interests, rights, privileges, liabilities, obligations relating to the company and the whole of the undertaking of the company shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and

(c)the company shall be deemed to be dissolved and removed from the records of the Registrar of Companies.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2025, Q. 3(c) (Syllabus 2022).