The Concept of Conversion:

According to the Companies Act, a previously registered company may change or convert itself into another class of company by altering its Memorandum of Association (MoA) and Articles of Association(AoA) which can occur only with the consent of the members of the company.

The conversion of the company will not change the debt, liabilities, obligations or contract that the company had previously entered into, they will remain the same before and after the process of conversion. The Statute states that they are as good as the conversion never took place.


The conversion to be done follows a process. For any kind of conversion for instance if a Pvt. Ltd seeks conversion into an LLP, a set of pre-requisites must be met into the type of conversion one is undergoing brings about slight variation in the process. However certain standards are followed :

A board meeting must be called and alteration of MoA and AoA must take place according to the newly converted form

The company has to make an Application for Conversion to the RoC

The Registrar on receiving an application for conversion made by the company will verify whether the provisions for registration of companies have been complied with or not(this along with other sets of formalities will be verified)

The former registration of the company shall be closed under the direction of the Registrar of Companies

Document registration as per the provisions of the Companies Act will be done upon verification of those documents

A new Certificate of Incorporation shall be issued with new numbers assigned to the company, the same will also be updated in the official records of the Registry.

The Assets and Liabilities of the company get transferred to its newly converted form

Effects of Conversion

The previous company stands dissolved due to the change in nature of the company.

The assets and liabilities are transferred ( It is to be noted that the existing assets and liabilities are only transferred not


New Permits, Licenses and Registration specific to the trade shall be obtained.

The tax liabilities are changed with the change in the nature of the company.

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