Conversion of Organisation Type: Change Your Business Structure Without Starting Over

Overview

Every business outgrows its structure at some point. A proprietorship that has turned into a serious enterprise, a private company planning to raise public funds, or a partnership firm that wants limited liability may all need a different legal form. Conversion lets you change your structure while keeping your business identity, assets, contracts and goodwill, with no need to wind up and start from scratch.

Conversion is a regulated process under the Companies Act, 2013, the LLP Act, 2008 and related rules. It requires board and shareholder approvals, filings with the Registrar of Companies (ROC), and careful tax and legal planning. At Filing Buddy, our Company Secretaries and compliance experts manage the entire process, from checking eligibility to getting your new Certificate of Incorporation or Registration.

What the Service Includes

Conversions we handle:

• Feasibility and eligibility check, with advice on the most suitable structure for your goals
• Tax and compliance impact assessment (conditions for tax-neutral conversion, GST, licences and registrations)
• Name availability check and reservation, where required
• Drafting of resolutions, notices, explanatory statements and amended MOA/AOA or LLP Agreement
• Conducting of board and general meetings, and drafting of minutes
• ROC filings such as MGT-14, INC-27, INC-6, URC-1, LLP Form 17/18 and others, as applicable
• Support in obtaining the new Certificate of Incorporation or Registration
• Post-conversion support: updating PAN, TAN, GST, bank accounts, Udyam, IEC and other licences
• Private Limited Company to Public Limited Company, and vice versa
• One Person Company (OPC) to Private or Public Limited Company
• Partnership Firm to LLP, or to Private Limited Company
• Proprietorship to Private Limited Company or LLP
• Private or Unlisted Public Company to LLP
• LLP to Private Limited Company
• Section 8 Company to another type of company, or vice versa

Documents Required

Exact requirements depend on the type of conversion. Commonly needed documents are:

• PAN, Aadhaar and address proof of directors, partners or proprietor
• Existing Certificate of Incorporation or Registration, MOA/AOA or Partnership Deed/LLP Agreement
• Latest audited financial statements, or provisional financials not older than the prescribed period
• Statement of assets and liabilities of the existing entity
• List of shareholders, partners or members, with their shareholding or contribution
• No-objection certificates from creditors, banks or secured lenders, where applicable
• Board and shareholder resolutions or partner consents approving the conversion
• Proof of registered office address (utility bill and NOC from the owner)
• Latest income tax returns and GST registration details
• Digital Signature Certificates (DSC) of the directors or partners

Please note

Information is for general guidance. Requirements may vary by case and are subject to change in law.