Conversion _Partnership Firm into Pvt. Com.

Procedural checklist for conversion of Partnership Firm into Private Company

Applicability:

• Chapter XXI, Part A
• Section 366 to 374 of Companies Act 2013
• The Companies (Authorized to Registered) Rules, 2014.

Methods of Conversion:

• Form a New Company as per prescribed under Companies Act 2013 with Conversion form.
• Prepare Execution deed to transfer the business together with all the assets and liabilities.

Note* : There must be provision in the Partnership deed for Conversion.

Requirements for Conversion:

• Partnership firm to be registered with the Registrar of Firms
• Minimum 2 Partners
• Amend Partnership deed - Add clause for conversion in deed, if required
• All partners of the partnership firm shall become shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the conversion.
• Consent of majority of members by calling a general meeting for conversion.

Steps for Conversion:

1. Hold a meeting of the Partners to transact the following business:

• To authorize one or more partners to take all steps necessary and to execute all papers, deeds, documents etc. pursuant to registration of the firm as a Company.
• To execute a supplementary Partnership Deed to align it with the requirements as under:
• There must be at least 2 partners in the partnership firm;
• The firm may be registered with the Registrar of Firms;
• There must be a fixed capital divided into units;
• There must be provision of converting a firm into company;
• There must be an agreement by the partners to convert the partnership to a company. This can be done by a contract in writing to this effect to which the partner’s resolution for conversion can be attached as annexure.
• Execute a settlement deed.

2. Approved for the draft of the advertisement to be given in the form URC 2 in the Newspaper.

3. There should not be revaluation of the assets in the previous preceding three years.

4. Obtain the Digital Signature Certificate

5. Obtain DIN in Form DIR – 3

6. Apply for Name in 'Reserve Unique Name (RUN)”

7. Publish an advertisement in E-form URC -2 about registration in two newspaper (English daily & Vernacular) for seeking any objection within 21 days of Publish.

8. A company after obtaining availability of name in terms of the provisions of section 4 of the Act, shall attach the required documents and information to the Registrar along with Form No. URC-1 (Conversion Form).

9. File E-form INC – 7 (Application for Incorporation) for giving details about all directors and subscribers of the converted company.

10. Declaration by Professional – E form INC -8 {as attachment of INC -7}

11. Required E-form INC -9 (Affidavit from the Subscribers) {as attachment of INC -7}

12. File E-Form DIR -12 (Appointment of First Directors)

13. INC – 22 (Verification of Registered Office) with in 30 days of Incorporation.

After these formalities:

- Registrar will register Company and provide Certificate of Incorporation (COI).

Documents Required :

1. For DIN : Signed copy of PAN, AADHAAR & Passport Image

2. News Paper Advertisement in form URC – 2

3. Details required for Filing Form URC – 1

• SRN of RUN (filed form)
• Name of Partnership firm / Registration No(if any),
• Number of Partners,
• Date of Partnership deed
• Date of partners resolution
• Total amount of Property - Secured debt (if any)

Attachments required :

• Particulars of Partners and Shares held by them;
• Affidavit duly notarized from all the partners for dissolution of the firm;
• Declaration by 2 directors verifying the particulars of members;
• Copy of the Partnership deed;
• Copy of certificate of registration of the entity, if any;
• Copy of Newspaper advertisement;
• Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable;
• A copy of latest IT return;
• Undertaking from Directors for compliance with requirements of Indian Stamp Act, 1899;

Filing - Form SPICE-32, e-MOA and e-AOA 

• Affidavit and declaration by first subscriber(s) and director(s)
• Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts)
• Copy of the utility bills (not older than two months) - Resolution of Partners regarding Conversion.

Board Meeting Compliances _ An Overview

Board Meeting : 

A meeting of the board of directors of a company at which the policy of the  company and major decisions as to its future actions are discussed.

The powers of the board are usually set out in the company's Articles of Association (AOA).

Pre - Meeting Compliances

Sl. No.	Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Date of Sending Notice to Stock Exchange	5 days before	A) At least 5 days for Financial Result as per regulation 29 1 (a)  B) 2 Working days in advance as per reg. 29 1 (b) to (f) -   *(Excluding the date of the intimation and date of the meeting)  C) an advance notice of 11 working days as per reg. 29(3)(a),(b)	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI (LODR) Regulations 2015
2	Press Release for Board Meeting in Newspaper on website of the company	5  days before	Either newspaper Cutting or Signed copy of the said on the Company's Letterhead	On the Website of the Company	Listed Company	SEBI (LODR) Regulations 2015
3	Press Release for Board Meeting in Newspaper	5  days before i.e. the date of Submission of information to Stock Exchange	at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:	In newspaper	Listed Company	SEBI (LODR) Regulations 2015
4	Agenda of the Meeting & Notes thereof to Directors	at least 7 (Seven) days before the date of the Meeting, unless the Articles prescribe a longer period. including sending date only	by hand delivery or by post or by electronic means.	Any mode of Correspondence as per SS1	All Companies	As per SS-1
4	Intimation to Directors regarding Board Meeting	7 days before Meeting including sending date only	by hand delivery or by post or by electronic means.	Any mode of Correspondence as per SS1	All Companies	As per SS-1
5	Closure of Trading Window	7 days before meeting  including sending date only	nothing written about 7 days criteria	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI Regulations
Section 173 (3) : Board Meeting may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting.

Post - Meeting Compliances

Sl. No.	Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Disclosure to Stock Exchange	Within 30 Minutes of Conclusion of the Meeting	Should be filed within 30 minutes as mentioned on the conclusion letter, on NSE & BSE both,	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI (LODR) Regulations 2015
2	Publication of Results in Newspaper	Within 48 Hours Conclusion of the Meeting	at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:	In Newspaper	Listed Company	SEBI (LODR) Regulations 2015
3	Minutes Preparation	Within 15 days from the date of the conclusion of the Board Meeting	draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other reconized electronic means to all Board Members for their comments	Any mode of Correspondence as per SS1	All Companies	Rule 3(12) of the Companies (Meetings of Board and its Powers) Rules, 2014

Results to be uploaded in 2 modes on NSE :
1	1. Quick Results Mode	Same Day	w.e.f. April 01, 2017 onwards, all listed entities with BSE, required to make their filings in respect of Financial Results (Regulation 33 and Regulation 52) in XBRL mode within 24 hours of submission of results in PDF mode. This would not apply to Insurance Companies which can continue to make their filings for Financial Results in PDF mode only  read Circular http://www.bseindia.com/corporates/Displaydata.aspx?Id=8601a75a-9a67-4f22-b3e3-d5e45f559e04&Page=cir	For NSE : NEAPS PORTAL	Listed Company	SEBI Regulations
2	2. Full Results mode	Within 24 hours of Meeting		For NSE : NEAPS PORTAL	Listed Company	SEBI Regulations

Note : According to Section 173 of the Companies Act, 2013 (Act), the participation of directors in a meeting of the Board may be either in person or through videoconferencing or other audio-visual means. If the participation of the director is through videoconferencing or other audio-visual means, then the company shall ensure that all the following points are complied with: (i) recording and recognizing the participation of the directors; and (ii) recording and storing the proceedings of such meetings along with date and time. etc.

Incorporation of OPC _ An overview

OPC Incorporation _ Process & Documentation

One Person Company (OPC) : Section 2(62) of the Company’s Act 2013, a company can be formed with just 1 Director and 1 member. It is a form of a company where the compliance requirements are lesser than that of a private company.

Step 1: Apply for DSC

Address Proof

Aadhaar card

PAN card

Photo

Email Id

Phone Number

Step 2: Apply for DIN

Form DIR - 3

w.e.f. January 2018, the applicant need not file Form DIR-3 separately. Now DIN can be applied within SPICe form for up to three directors

Step 3: Name approval with MCA

The name of the Company will be in the form of “ABC (OPC) Private Limited”

2 options : 1) application in Form SPICe 32 or 2) by using RUN Web service of MCA by giving only 1 preferred name along with the significance of keeping that name.

w.e.f. March 23, 2018, Ministry has decided to permit two proposed Names and one re-submission (RSUB) while reserving Unique Names (RUN Service) for the Companies.

Step 4: Documents Required

MOA

AOA

INC -3 : for nominee details along with Aadhaar & PAN of the nominee

Proof of the Registered office of the proposed Company along with the proof of ownership and a NOC from the owner.

Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.

A declaration by the professional certifying that all compliance have been made.

Step 5: Filing Forms with MCA

SPICe Form, SPICe-MOA and SPICe-AOA along with the DSC of the Director and the professional

Form 49A and 49B will be generated for the PAN and TAN generation of the Company which have to be uploaded to MCA after affixing the DSC of the proposed Director.

Step 6 : Issue of certificate of Incorporation

On verification, the Registrar of Companies (ROC) will issue a Certificate of Incorporation and 

we can commence our business.

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Note ** For Name availability under RUN Web service, there is no prior requirement 

to obtain DSC and DIN .
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