Requirements

1. Conversion of Private Limited Company to OPC

When submitting the necessary forms, you must attach the following documents: For Form MGT-14:

• Notice of EGM with an explanatory statement.
• Certified copy of the special resolution.
• Altered MOA and AOA.
• Certified copy of the board resolution.

For Form INC-6:

• List of creditors and members.
• Latest balance sheet of the company.
• No Objection Certificate from secured creditors.
• Written NOCs from all creditors and members.
• Affidavit confirming that all creditors and members consented to the conversion.

1. Conversion of OPC to Private Limited

The following are the documents required for Conversion of OPC to Private Limited Company:

• Revised Memorandum of Association (MOA) and Articles of Association (AOA): Updated versions reflecting the new structure.
• Special Resolution Copy: Document evidencing the approval of the conversion by members.
• List of Proposed Members and Directors: Details of the new members and directors, along with their consent.
• Creditor List: A comprehensive list of all current creditors.
• Latest Audited Financial Statements: Recent balance sheet and profit and loss account.
• No Objection Certificates (NOC): Written consent from each creditor submitted with the conversion application.
• Nominee's Consent: Documentation indicating the nominee's agreement to their role.
• PAN Card Copies: Copies of the PAN cards for both the nominee and the members.
• Identity Proofs: Valid identification for the nominee and members.
• Residential Proof: Address verification documents for the nominee and members.

1. Conversion of Private Limited to LLP

To initiate the conversion of Private Limited to LLP, the following documents must be submitted:

• Consent of Shareholders: A statement from each shareholder agreeing to the conversion.
• Incorporation Document: Complete Form 2, which includes the incorporation details.
• Application and Declaration: Submit Form 3 to declare the incorporation of the LLP.
• No-Objection Certificate: Clearance from tax authorities.
• Statement of Assets and Liabilities: A detailed list from the company.
• Creditor List: A comprehensive list of creditors along with their consent for the conversion.
• Regulatory Approvals: If necessary, obtain approval from relevant authorities in other countries.
• Declaration Authorization: Authorization to make necessary declarations.
• Optional Attachments: Any additional documents that may be relevant.

1. Conversion of LLP to Private Limited Company

The conversion for LLP to Private Limited should be made by the applicant in the below steps:

1. Name approval - the name of the Private Limited should be obtained from the Registrar of Companies (ROC)
2. Secure DIN and DSC - the members and directors of the Private Limited should obtain the Director Identification Number (DIN) by filing the application on MCA portal and the Digital Signature Certificate (DSC) through any certified authority Class-III category. Documents duly self- attested required: Passport size photograph Identity proof of applicants Address proof of applicants
3. e-form URC-1-After the name approval, the applicant shall file the e-from URC-I with the requisite documents on the MCA Portal along with the required filing fees. Documents required for conversion:

• Passport size photograph
• Identity proof of applicants
• Address proof of applicants.
• Latest return copy filed by LLP
• NOC obtained from members of LLP and the Registrar

Attachments required for filing the e-form URC-1:

• List of members with particulars and details (e.g.: name, address, shared held etc.)
• List of first directors of Company with particulars and details along with an affidavit from all Directors under section 164 of the Act, stating none of the Director is disqualified.
• List of partners of LLP with particulars and details
• Copy of LLP agreement and certificate of registration duly verified by two members or partners of LLP
• No objection certificate (NOC) in written from all creditors of LLP
• Certified copy of Account statement of Private Limited by auditor at least six days before date of application.
• Copy of extract in newspaper for conversion publication made.
• A statement with details of number of shares, the ratio and the name of the LLP with addition of Pvt. Ltd. Included in the name.

d. MoA and AoA Once name approval obtained and the e-from URC-I is scrutinised by the Registrar, the drafts of the Memorandum of Association

e. Certificate of Incorporation - ROC grants the certificate of incorporation once all the compliances for the conversion is successfully completed and validated.

1. Conversion of Private Limited to Public Limited Company

To facilitate the conversion, several documents must be prepared, including:

• Digital Signature Certificates (DSC) for all directors.
• Director Identification Numbers (DIN) for all directors.
• Identity and address proof for directors.
• Recent passport-sized photographs.
• Proof of business address (either ownership documents or rental agreements).
• Latest financial statements and income tax return acknowledgments.

1. Procedure of Conversion of Public Limited Company to Private Limited

• Board Meeting - Directors will consider the proposal for conversion from public to private, Amendments to the MOA and AOA, subject to member approval, setting the date, time, and location for the general meeting.
• General Meeting - A special resolution will be passed to approve the conversion from a public company to a private company and the alteration of the MOA and AOA.
• Filing form MGT-14 with the ROC
• Public Advertisement (Form INC 25A)
• Drafting an application for conversion including justification for conversion; the impact on creditors, debenture holders and shareholders; date of the board and general meeting where the conversion was approved.
• Filing E-form RD-1 with the Regional Director
• Handling Objections - The Director will provide an opportunity for a hearing before making a decision.
• Resubmission - If the Regional Director finds any deficiencies in the application, the company must rectify these within 15 days of notification
• Approval of application - Once approved, an official order for conversion will be issued.
• Filing with Registrar - The order from the Regional Director must be filed with the Registrar in Forms INC-27 and INC-28 within 15 days of receipt.