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Conversion of unlimited liability company into a limited liability company by shares or guarantee

Rule 37 - Rule - Companies (Incorporation) Rules, 2014. - Companies Law - Rule 37 - 1[37. .- (1) Without prejudie to any other provision in the Companies Act, for effecting the conversion of an unlimited liability company with or without share capital into limited liability company by shares or guarantee, such a company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in Form No. INC27 in the manner provided in sub-rules (2) and (3). (2) The Comp .....

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tions if any, from the persons interested in its affairs to such conversion and cause a copy of such notice to be dispatched to its creditors and debentures holders made as on the date of notice of the general meeting by registered post or by speed post or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of in .....

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opy of the newspaper publication; d. a copy of altered Memorandum of Association as well as Articles of Association duly certified by any one of the Directors duly authorised in this behalf or Company Secretary of the Company, if any. e. declaration signed by not less than two Directors of the Company, including Managing Director, if any, that such conversion shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversio .....

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rule (2) has been dispatched to all the creditors and debenture holders with proof of dispatch. g. a declaration signed by not less than two Directors of the Company, one of whom shall be a Managing Director where there is one, to the effect that they have made a full enquiry into the affairs of the Company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency are proper .....

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rendered insolvent within a period of one year from the date of declaration, through a resolution, passed in a duly convened meeting or by circulation. i. The company shall also obtain a certificate from the Auditors that the company is solvent and that it is a going concern as on the date of passing of resolution by the Board certifying solvency as per clause (h) above. j. No Objection Certificate from sectoral regulator, if applicable. k. No Objection Certificate from all secured creditors, i .....

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