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Conversion of llp into one person company

Pooja M (CS) (102 Points)

18 October 2016

Can someone please help me for the procedure of conversion of a LLP into an OPC. What forms would be required for this purpose.

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10 Replies

cs nidhi (job) (58 Points)
Replied 18 October 2016

LLP cannot be converted into OPC.

Company can be converted into LLP, but LLP cannot be converted into company.

Vishal Goel (Chartered Accountant) (1688 Points)
Replied 19 October 2016

Hello @ Nidhi

But as per section 366 of the Companies Act, 2013 any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law consisting of seven or more members, may at any time register under Companies Act, 2013 as an unlimited company, or as a company limited by shares, or as company limited by guarantee by following the procedure laid down in Companies (Authorized to Register) Rules, 2014.

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CS Arjun Rajagopal (B.com, ACS) (1056 Points)
Replied 20 October 2016

Fully Agree with Vishal. Pls refer section 366 of the CA,2013.

Originally porsted by : Vishal Goel
	Hello @ Nidhi But as per section 366 of the Companies Act, 2013 any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law consisting of seven or more members, may at any time register under Companies Act, 2013 as an unlimited company, or as a company limited by shares, or as company limited by guarantee by following the procedure laid down in Companies (Authorized to Register) Rules, 2014.

cs nidhi (job) (58 Points)
Replied 20 October 2016

Then tell the required procedure and forms for the same.

Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 20 October 2016

Yes, LLP can be converted into Company pursuant to Section 366 of Companies Act, 2013. You need to file Form URC-1 for the same. MCA had come up with revised rules on 31st May, 2016. "Companies (Authorised to Register) Amendment Rules, 2016.

Please refer the same for detailed procedure.

Pooja M (CS) (102 Points)
Replied 24 October 2016

Thank you for the inputes

Ms. maahi (8 Points)
Replied 13 July 2017

can a one person company be converted into LLP ?

Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 13 July 2017

No, it is not possible. The basic reason is that, for LLP, you require minimum two partners and in OPC, you have only one sharehholder. You first need to convert your OPC to normal Pvt Ltd Co and then convert it to LLP.