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Conversion of AOP to company

Sunny (CA Business) (401 Points)

08 July 2022

Whether AOP can be converted to Private Limited Company?

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6 Replies

Chirag (Professional) (1979 Points)
Replied 09 July 2022

AOP may or may not be incorporated, if it's incorporated then there is no question of conversion , but if it's incorporated or having some legal structure ,then conversion process will be followed,like Regd Partnership or LLP to company ,or club to section 8 company ,or one kind of company to another...

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Sunny (CA Business) (401 Points)
Replied 09 July 2022

Thanks.

It is Joint Venture created by two pvt. ltd. companies (having PAN of its own) but not registered under Sec 8. So, is it possible to convert such AOP into Pvt. Ltd. company.

Chirag (Professional) (1979 Points)
Replied 09 July 2022

What is the current structure of JV ? ie. PVT co / Public Co / Section 8 Co / LLP....if this is a structure then conversion process will be undergone if it's not then new private company can be formed with due sanctions and approvals from Joint Venturers and all assets and liabilities will be transferred to pvt company.... But Tax Implications may be there....

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Sunny (CA Business) (401 Points)
Replied 09 July 2022

Thanks.
Current Status is AOP only and taxed as AOP at MMR. (not registered as pvt or public or sec 8 or llp).

AOP has only working capital like Debtors,creditors, bank bal and other current liabilities as balance sheet items.

So, as you said it will be more like takeover or conversion? I think in both cases there will not be tax implication as both the parties (of current AOP) pre conversion/ takeover remains the same as after conversion.

Chirag (Professional) (1979 Points)
Replied 09 July 2022

In case of conversion then it's exempted ,just like partnership to LLP or Pvt to Public or vice versa when same set of shareholders/partners in same capacity are holding capital or other things ,but for AOP which is just a fiction of law ,so I have doubt ,you may have to check it on taxation aspect...

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