Closing Of Limited Liability Partnership (LLP)
Online Closing Of Limited Liability Partnership (LLP) Starts at Rs. 9999.00 / -
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About Closing Of Limited Liability Partnership (LLP)
LLP (Limited Liability Partnership) is one of the most popular legal entity in India due to its feature. In simple words, it's a mixture of the partnership firm and private limited company. Even in the last some years, it's one of the most popular legal entity over the partnership firm. But sometimes there are of the reason faced by the Indian entrepreneur so they want to close the LLP.
That the paid-up capital of the company is less than Rs. 50 Lacs
That the annual turnover of the company must be less than Rs. 2 crores during the past three consecutive financial years. In case the company is new and have not completed three years, then the turnover shall be reckoned from the date of its incorporation.
That the shareholder of the resulting OPC shall be only one Natural Individual having Indian nationality.
The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be;
The list of members and list of creditors;
The latest Audited Balance Sheet and the Profit and Loss Account; and
That the shareholder of the OPC must be a resident person, a person becomes a resident if he stays for 180 days in India during immediately preceding one calendar year.
The shareholder of the Resulting OPC must not have incorporated any other OPC, or he is not a nominee of any other OPC.
A minor cannot be a member or nominee of an OPC
The conversion of the private limited company into OPC shall not affect the liabilities, and contractual obligations entered, by the company before conversion & such debts, liabilities, obligations shall be enforceable in law as if no such conversion has taken place and the resulting OPC shall be liable for them.
The copy of No Objection letter of secured creditors.
Convene a Board Meeting
The directors of the company must meet and take a decision on conversion and fix a date for calling the meeting of the shareholders (Extra Ordinary General Meeting). Notice to the shareholders need to be drafted along with draft resolution, to be passed as special resolution to be adopted by the shareholder concerning the conversion of private limited to OPC
Issue Notice of EGM
The notice of the EGM is required to be issued to all the members, directors and auditors of the company. The date of issue of notice must be 21 days before the date of EGM. Along with the notice, the agenda, draft resolution to be passed as a special resolution and an explanatory statement shall be enclosed.
NO objection from All Creditors
Before the date of EGM, the consent in the form of a No Objection Certificate from of all the creditors of the company is necessary to be obtained. A copy of the consent of the creditors is to be placed before the EGM.
Conduct of EGM
The EGM must be conducted as per the notice, on the designated date, time and place. The EGM shall pass the special resolution concerning the conversion & also approval of altered MOA & AOA (A resolution is said to SPECIAL RESOLUTION if it is adopted by 75% of the members present and eligible to vote)
Filing of Resolution with the ROC
As per companies Act, 2013 all the resolution passed as a special resolution by the members must be filed with the ROC in Form No MGT-14, along with prescribed attachments within 30 days from its date of passing. After approval of the MGT-14, the ROC takes the resolution on its record.
The issue of Certificate of Conversion
On receipt of the application for conversion, the Registrar of Companies having jurisdiction scrutinize the application and if found complete and proper approves the form and issues a certificate of Private Limited Company into One Person Company.
Filing of Application of Conversion
After completion of steps mentioned above application for conversion is filed in Form – INC-6 with following attachments
A declaration in the form of an affidavit by all the directors that all members and creditors of the company have given consent to conversion of company into an OPC, and that the paid-up capital of the company is less than 50 lacs and that the turnover is less than two crores
Affidavits from the members confirming the paid-up capital being less than 50 lacs and the average turnover are less than two crores in the past three consecutive financial years.
A certificate from a practicing Chartered Accountant to confirm that the paid-up capital of the company is less than 50 lac and that the turnover is less than two crores.
The latest audited profit and loss account and balance sheet of the company
No objection / Consent of all the creditors
List of members and directors of the company
Copy of Board Resolution and the special resolution passed at the EGM, along with its notices, agenda and explanatory statement
Altered copy of MOA and AOA, incorporating relevant clauses necessary for OPC.
Can an Indian citizen who is living abroad allowed forming One Person Company?
No. As per the Act, Only Indian born citizens can form a One Person Company. Non-resident Indians or individuals who do not reside in India for over 182 days cannot incorporate a OPC.
Is Foreign Direct Investment allowed for One Person Company?
No, FDI is not allowed for One Person Company, if it is, then it will lose its One Person Company status.
Can a foreigner/ NRI become Nominee of One Person Company?
No, the Act clearly states that, the nominee should also be an Indian resident citizen.
What if, a nominee of one OPC becomes nominee of another OPC?
As per the Act, Nominee of one OPC, cannot be a nominee of another OPC. In this event, the Nominee has to withdraw his membership from either of the OPCs within one hundred and eighty days.
What if, if the turnover of the company exceeds Rs.2 Crores?
As per the Act, the average annual turnover during the relevant period should not exceed Rs.2 Crores. If it exceeds, then the company automatically get converted to a Private Limited Company.
Can OPC become a member of another private Limited company?
The Act has not made any restriction for a One Person Company to become a member of another Private Limited Company.
What are the conditions in converting an existing Private Limited Company to an OPC?
The paid up capital should not exceed Rs. 50 Lakhs
Average annual turnover of the private company for three years should not exceed Rs.2 Crore.
What is the Process of Conversion of a Private Limited Company to an OPC?
Obtain NOC from members and creditors of the Private Limited Company
Pass a Special Resolution for conversion
File Special Resolution in Form No. MGT.14 with ROC
File fees and application in Form No. INC.6 and supporting documents with ROC