Conversion of companies
A conversion changes one registered structure into another. Company Suggestion files the form the Act names for that pair of structures, rather than incorporating a second entity and leaving the first one behind.
Which conversion applies?
Six conversions keep a filing path inside the Companies Act or the LLP Act.
- An OPC into a private limited company, Form INC-6.
- A private company into a public company, Form INC-27.
- An LLP into a private limited company, Form URC-1.
- A partnership firm into a private limited company, Form URC-1.
- A partnership firm into an LLP, Form 17.
- A private limited company into an LLP, Form 18.
Who should convert?
Three plans usually start a conversion.
- Owners who will issue shares move toward a private limited company.
- Shareholders who will not issue shares, and who have no charge on the assets, can move a company into an LLP.
- A company that will invite the public to subscribe moves from private to public.
A proprietorship has no conversion form. The routes are a new private limited company, a new one person company, or a new LLP.
Which form starts each conversion?
The first form depends on the present structure.
- INC-6 after a special resolution, for an OPC
- INC-27 after a special resolution and MGT-14, for a private company becoming public
- URC-1 with SPICe+, after the URC-2 newspaper notice, for a firm or an LLP
- Form 17 or Form 18 with FiLLiP, for a move into an LLP
How does the work begin?
Company Suggestion starts every conversion in four steps.
- The present structure, the number of owners and any charge on the assets are checked.
- The matching page above is used for the documents of that form.
- The members or partners pass the resolution or the assent that form requires.
- The form is filed, and the Registrar’s certificate is collected.
Frequently asked questions
4 questions cover the rules that decide this registration.
Is there one form for every conversion?
No. An OPC uses INC-6. A private company becoming public uses INC-27. A firm or an LLP registering as a company uses URC-1. A company becoming an LLP uses Form 18.
Does a proprietorship use URC-1?
No. URC-1 is for a body that already has two or more members. A proprietorship incorporates a new company, OPC or LLP and transfers the business by agreement.
Does the company keep its liabilities on an OPC or public-company conversion?
Yes. Those conversions change the same company. A fresh certificate is issued. The liabilities continue.
Where is each procedure written?
Each conversion has its own page, linked below, with the documents and the steps for that form.