Post-Conversion Compliance: Next Steps After Entity Conversion

The first mandatory step after receiving the certificate of conversion from the Registrar of Companies (RoC) is to update all statutory registers and records of the converted entity. Under Section 12 of the Companies Act, 2013, every company must maintain its registered office and all prescribed registers at that office. You must immediately update the Register of Members, Register of Directors, and Register of Charges to reflect the new entity structure.

Simultaneously, you must file Form INC-22A (Active Company Tagging Identities and Verification) within 30 days of incorporation or conversion, confirming the registered office address. If your conversion involved a change in name, you must also file Form INC-24 for change of name with the RoC. The certificate of incorporation consequent on conversion is your new legal identity document, and all previous entity documents become void for the new structure.

Yes, you must obtain new tax registrations for the converted entity. Under the Goods and Services Tax (GST) Act, 2017, a change in the constitution of the business requires a new GST registration. You must file Form GST REG-12 for migration of existing registration or apply fresh through Form GST REG-01. The old GSTIN becomes invalid from the date of conversion.

For income tax purposes, the converted entity must apply for a new Permanent Account Number (PAN) under the new structure. The old PAN of the previous entity cannot be used. You must file Form 49A with the Income Tax Department. Additionally, if you had any TAN (Tax Deduction and Collection Account Number) for TDS compliance, you must obtain a new TAN for the converted entity. All pending tax returns for the previous entity must be filed before the conversion date.

Within 30 days of conversion, you must file Form MGT-14 (Filing of Resolutions and Agreements) with the RoC for the board resolution approving the conversion. Additionally, if your conversion involved a change in the company's name, you must file Form INC-24 within 15 days of receiving the fresh certificate of incorporation.

You must also file Form DIR-12 (Appointment of Directors) if there are any changes in the board of directors post-conversion. The company must maintain a copy of the conversion order and the fresh certificate of incorporation at its registered office. All previous filings under the old entity structure remain valid, but the company must update its records with the RoC within 30 days of conversion. Failure to file these forms within the prescribed timeline attracts a penalty of ₹500 per day under Section 12 of the Companies Act, 2013.

All existing contracts, agreements, and licenses entered into by the previous entity must be novated or assigned to the converted entity. Under the Indian Contract Act, 1872, a change in the legal identity of a party requires the consent of all other parties to the contract. You must issue a notice to all counterparties informing them of the conversion and seek their consent to novate the contract.

For bank accounts, you must close all accounts held in the name of the previous entity and open new accounts in the name of the converted entity. The Reserve Bank of India (RBI) requires banks to verify the new certificate of incorporation, PAN, and GST registration before opening accounts. For any existing loans or credit facilities, you must inform the lender and execute fresh loan documents. Similarly, all statutory licenses such as FSSAI registration, trade licenses, and professional tax registrations must be transferred or re-applied in the name of the converted entity.

In the first year post-conversion, the company must comply with all regular annual compliance requirements under the Companies Act, 2013. This includes holding the first Annual General Meeting (AGM) within 18 months from the date of incorporation or conversion, whichever is earlier. The company must file annual returns (Form MGT-7) and financial statements (Form AOC-4) with the RoC within 30 days of the AGM.

Additionally, the company must maintain a Register of Directors and Key Managerial Personnel (KMP) under Section 170, and a Register of Members under Section 88. The company must also comply with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) for board meetings and AGMs. For the first financial year, the company must prepare its financial statements as per Schedule III of the Companies Act, 2013. Non-compliance with these requirements attracts penalties ranging from ₹50,000 to ₹5,00,000 depending on the specific provision violated.

If you have recently completed an entity conversion, immediately engage a Company Secretary (CS) to verify your compliance status and file all pending forms with the MCA. A qualified professional can help you novate contracts, update tax registrations, and ensure you meet all statutory deadlines to avoid penalties.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.