CONVERSION OF UNLIMITED LIABILITY COMPANY INTO LIMITED LIABILITY AND VICE –VERSA

PROCEDURE TO CONVERT UNLIMITED LIABILITY COMPANY INTO LIMITED LIABILITY COMPANY:

• Send notice to directors for convening board meeting as per section 173 and Secretarial standards SS-1.
• Convene and hold BM.
  • To consider the proposal of conversion.
  • To approve amendment in Articles of association by Special resolution in General Meeting.
  • To authorize director or any other eligible person to carry out the effect and all necessary acts required.
  • To fix the date, time, venue of General meeting and authorize director or any other eligible person to carry out the effect and all necessary acts required.
  • To consider the list of creditors/ debenture holders and amount thereof.
• Company to send notice to members u/s 101 and SS-2 for convening General Meeting.
• Duly convene and conduct General meeting and pass a special resolution regarding conversion .
• Company shall authorize a person to file MGT-14 and INC-27 with Registrar of Companies.
• Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice of such conversion in two newspapers, one in vernacular newspaper and one in English newspaper in form INC-27A.
• Company shall within 45 days of passing special resolution file an application with all relevant documents as are prescribed with the registrar of companies.
• Registrar of Companies after considering the documents filed shall issue the Certificate of Incorporation in INC-11A upon grant of approval for conversion.

PROCEDURE TO CONVERT LIMITED LIABILITY COMPANY INTO UNLIMITED LIABILITY COMPANY:

• Send notice to directors for convening board meeting as per section 173 and Secretarial standards SS-1.
• Convene and hold BM:
  • To consider the proposal of conversion.
  • To approve amendment in Articles of association by Special resolution in General Meeting.
  • To authorize director or any other eligible person to carry out the effect and all necessary acts required.
  • To fix the date, time, venue of General meeting and authorize director or any other eligible person to carry out the effect and all necessary acts required.
  • To consider the list of creditors/ debenture holders and amount thereof.
• Company to send notice to members u/s 101 and SS-2 for convening General Meeting.
• Duly convene and conduct General meeting and pass a special resolution regarding conversion .
• Company shall authorize a person to file MGT-14 and INC-27 with Registrar of Companies.
• Registrar of Companies on being satisfied shall issue a Certificate of Incorporation in INC-11B.
• An Unlimited Liability Company shall not be eligible for conversion into a company limited by shares in case –
  • Its net worth is negative, or
  • An application is pending under the provisions of the Companies Act, 1956 or the Companies Act, 2013 for striking off its name, or
  • The company is in default of any of its Annual Returns or financial statement under the provisions of the Companies Act, 1956 or the Companies Act, 2013, or
  • A petition for winding up is pending against the company, or
  • The company has not received amount due on call in arrears , from its directors, for a period of not less than six months from the due date, or
  • An inquiry, inspection or investigation is pending against the company.

The Registrar of Companies shall take a decision on the application filed under these rules within 30 days from the date of receipt of application and thereafter issue the certificate.