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Entity conversion in India is statutorily permitted but procedurally exacting. The [Companies Act 2013](https://www.mca.gov.in/MinistryV2/actsbills.html) Sections 366 to 371 (read with the Companies (Authorised to Register) Rules 2014) permit conversion of a Partnership Firm, LLP, Society, or Sole Proprietorship into a Company under the "Authorised to Register" route. Section 18 of the [LLP Act 2008](https://www.mca.gov.in/MinistryV2/llpbills.html) permits conversion of a Private Limited Company or Public Limited Company into an LLP. The reverse - LLP to Pvt Ltd - is via the Authorised to Register route. OPC conversion to a Private Limited Company is under Section 18 of the Companies Act 2013, triggered automatically when paid-up capital exceeds ₹2 crore or average turnover exceeds ₹2 crore for three consecutive years (post the 2019 amendment). Pvt Ltd to Public Ltd conversion is under Section 14 of the Companies Act 2013, requiring a special resolution and a fresh Certificate of Incorporation from the ROC. I-Pro Solutions handles all 5 conversion routes with end-to-end coordination - from the special resolution through the valuation report (Section 232(3)) for share-exchange ratio, the NOC from creditors, the PAN/TAN/GST migration, and the Form 14 / INC-37 / INC-6 conversion filings.
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Prof. fee: ₹1,499 starts with
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Expert filing and registration handled by registered advocates & CAs.
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Prof. fee: ₹1,499 starts with
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Yes - under Sections 366 to 371 of the Companies Act 2013 read with the Companies (Authorised to Register) Rules 2014, a sole proprietorship can be converted into a private limited company. The proprietor's assets and liabilities are transferred to the new company via a slump-sale or a Business Transfer Agreement. Income-tax Section 47(xiiib) exempts the transfer from capital gains if conditions are met (50% shareholding continuity for 5 years, no adjustment to book value).
LLP to Private Limited Company conversion under the Companies (Authorised to Register) Rules 2014 typically takes 60-120 days. Steps: (i) LLP partner consent + designated partner consent; (ii) Application to ROC in Form URC-1 + Form INC-32 + Form INC-33 + Form INC-34; (iii) ROC review; (iv) Certificate of Incorporation; (v) PAN/TAN migration. The conversion is not tax-neutral - capital gains may arise on share allotment.
Post the Companies (Incorporation) Fifth Amendment Rules 2019, OPC to Pvt Ltd conversion is mandatory only when the paid-up capital exceeds ₹2 crore or average annual turnover exceeds ₹2 crore for three consecutive financial years. Voluntary conversion is also permitted under Section 18 of the Companies Act 2013 with a special resolution, after 2 years from incorporation.
No. Unlike Partnership-to-Company conversion (which is tax-neutral under Section 47(xiiib) of the Income-tax Act 1961), LLP to Pvt Ltd conversion is NOT specifically covered by any tax-neutral provision. Capital gains tax may arise on the difference between the fair market value of shares allotted and the LLP partners' capital account balance. Specialist CA advice is essential before triggering conversion.
Under Section 14 of the Companies Act 2013: (i) Board meeting to approve conversion; (ii) Special resolution in general meeting; (iii) File Form MGT-14 within 30 days of the special resolution; (iv) File Form INC-27 with the ROC with revised Articles and Memorandum; (v) ROC issues fresh Certificate of Incorporation. The company must have at least 7 subscribers, 3 directors, a minimum paid-up capital of ₹5 lakh, and must comply with Section 26 (prospectus) or Section 62 (private placement) for any subsequent share issuance.