Conversion, Closure, Name Change
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🤝Conversion, Closure & Name Change Process – Powered by Tax Ustaad
From transforming your business structure to winding it up or rebranding, navigating corporate conversion, closure, and name change under Indian law demands precision and timely filings. Tax Ustaad delivers end-to-end secretarial support to ensure every step is compliant, seamless, and audit-ready.
A. Common Conversion Routes
Conversion Types and Requirements
| Conversion Type | Governing Law & Sections | Key Form(s) |
|---|---|---|
| Private Company ↔ Public Company | Section 14 & 18, Companies Act 2013 | MGT-14, INC-24 |
| Company → LLP | Section 366–372, Companies Act 2013 & Section 54–61, LLP Act 2008 | Form URC-1 |
| LLP → Company | Section 366–372, Companies Act 2013 & Part III, Companies (Incorporation) Rules | SPICe+ Part B |
| OPC → Company | Section 18, Companies Act 2013 | SPICe+ Part B |
B. Step-by-Step Conversion Workflow
1. Board Approval
- Convene board meeting; pass preliminary resolution approving the proposed conversion.
- Appoint professionals (CA/CS) to prepare feasibility and road-map.
2. Shareholder/Partner Consent
- Hold general meeting; pass special resolution for alteration of MOA/AOA (companies) or LLP agreement.
- Obtain consent of 90% members (companies) or 75% partners (LLP).
3. Regulatory Filings
- Company to LLP: File Form URC-1 with Registrar of Companies (RoC) along with certified copies of resolutions, agreements, financial statements, and statement of solvency.
- LLP to Company: File SPICe+ Part B with e-MOA, e-AOA, and prescribed affidavits.
- Private↔Public: File INC-24 (application for name approval), then MGT-14 for special resolution, followed by updated MOA/AOA filings.
4. RoC Certification
- On satisfaction, RoC issues "Certificate of Incorporation" reflecting new structure and name.
- Update DIN (if any), PAN, TAN, and GST registrations accordingly.
5. Post-Conversion Compliance
- Update statutory registers (members, partners, charges).
- Issue new share certificates or partnership interest statements.
- Conduct fresh board meeting to re-appoint KMP and adopt new board/shareholder resolutions.
Company Closure Routes
1. Voluntary Winding-Up
- Special resolution in general meeting.
- Declaration of solvency by majority directors.
- Appointment of liquidator; notify RoC via Form INC-28.
- Submit final accounts and report; strike off post-liquidation.
2. Compulsory Winding-Up (by Tribunal)
- Petition can be filed by shareholders, creditors, or RoC.
- NCLT appoints liquidator; follows court-supervised process.
3. Strike-Off without Winding-Up
- Company not carrying on business or operations.
- Application in Form STK-2; pending dues certified nil by Revenue authorities.
LLP Closure Route
- File application in Form 24 with RoC, along with:
- Statement of accounts showing nil assets/liabilities.
- No-objection certificates from creditors and Income-Tax.
- Copy of LLP agreement termination resolution.
Name Change Process
A. Pre-Change Checklist
- Ensure no defaults in ROC filings, deposits, or financial statements.
- Confirm desired name availability via RUN (Reserve Unique Name) on the MCA portal.
B. Formal Steps
1. Board Resolution
- Approve name change plan; authorize CS to check availability.
2. Special Resolution in General Meeting
- Pass special resolution altering MOA (clause II A) and AOA accordingly.
3. Application for Name Approval
- File Form INC-24 (or RUN application) with proposed name(s) and necessary fees.
- Upon approval, RoC issues "Name Availability Letter."
4. Filing for Name Change
- File MGT-14 (for special resolution).
- File updated MOA/AOA and INC-25 (new Certificate of Incorporation).
5. Post-Approval Actions
- Update PAN, TAN, GST, bank accounts, contracts, and official stationery.
- Issue notice of name change to stakeholders and on official website.
How Tax Ustaad Delivers Flawless Transitions
- Comprehensive Mapping: Detailed checklist covering every statutory requirement, form, and timeline
- Drafting & Documentation: Tailored MOA/AOA/LLP amendments, board/shareholder resolutions, affidavits, and solvency declarations
- E-Filing & Liaison: Direct coordination with RoC, NCLT (if required), RBI (for foreign investments), and Income-Tax authorities
- Automated Reminders & Tracking: Integrated calendar alerts for every filing, meeting, and compliance milestone
- Audit-Ready Reporting: Reconciliation of post-conversion/closure records; final certificates and statutory registers handed over in secure digital formats
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