Business conversions and company or LLP closure
Company law
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On demand
Changing a business’s legal form and closing an entity solve different problems. TheTaxCo first assesses the intended result, the existing assets and liabilities and the available statutory route. That assessment comes before applications or transfers.
A conversion engagement plans how the business continues. A closure engagement plans how its obligations are settled and the entity is lawfully removed. Neither process automatically updates every bank, tax registration, contract or licence.
Compare conversion with a new entity
An eligible firm, private company or unlisted public company may use the LLP Act’s specified conversion routes. An eligible existing business may register as a company through the Companies Act framework. Other changes may require fresh incorporation and a business transfer. MCA FiLLiP guidance and Companies Act, sections 366–374.
The comparison should cover continuity of assets and obligations, creditor consent, ownership, tax treatment, stamp duty, employees and contracts. A proprietorship cannot be treated as if it already has company shares to convert. The business-transfer terms need their own documentation.
Test whether closure is available
Voluntary company strike-off requires, among other conditions, extinguishment of liabilities and a special resolution or consent of members holding 75% of paid-up share capital. The company must also satisfy the eligibility and restriction provisions. Section 8 companies are excluded from that voluntary application route. Companies Act, sections 248 and 249.
STK-2 is the company application route, subject to its supporting documents and conditions. LLP closure uses its own Form 24 process. The records and declarations needed for one entity cannot be reused for the other without review.
An inactive entity may still have bank balances, director loans, tax demands, receivables, employees or litigation. An entity unable to settle its liabilities needs advice on the appropriate alternative process; strike-off is not a substitute for dealing with creditors.
The readiness review
Provide the constitution documents, latest accounts, filing history, asset and liability schedule, tax registrations and information on disputes or guarantees. For a conversion, identify the proposed new structure and who will own and manage it. For closure, identify the date operations stopped and any transactions since then.
We review the records in five groups: operations, assets, liabilities, statutory compliance and stakeholder approvals. The resulting note separates conditions that prevent the proposed route from documents or actions still to be completed. We complete the historic filing work and bookkeeping repair needed for the selected route.
Carry out the approved sequence
For a conversion, the plan identifies the approvals, application documents, effective legal step and subsequent updates to contracts, banks and registrations. Our financial, corporate and legal specialists coordinate the application, supporting records and authority responses.
For closure, the plan covers settlement evidence, member or partner approvals, prescribed statements and declarations, application filing, registry correspondence and responses through the authority decision. Any public-notice or objection stage is included in the timetable for that route.
You receive the readiness assessment, approved route plan, prepared documents, application or acknowledgement records and the eventual authority decision when issued. Post-completion actions remain separately visible until the relevant institution confirms them.
What closure does and does not settle
Stopping trade is different from formal removal from the register. Conversely, strike-off does not automatically extinguish all surviving liabilities of directors, officers or members. The Companies Act preserves specified liabilities notwithstanding dissolution. Companies Act, section 248(7).
Authority review, objections and the time needed to resolve liabilities control completion.
Related services
Email TheTaxCo, message us on WhatsApp or book a call. Include the present structure, whether the business will continue and a short list of remaining assets and liabilities.