Conversion of Business Entities – Part II

1 Conversion of OPC into Private Company

At present, there are no conditions regarding waiting time for conversion of OPC into
private or public company. Further, there are no conditions regarding paid-up capital or
turnover limits which triggered compulsory conversion of OPC into private or public
company earlier.

OPC cannot be converted into a section 8 company.

Compulsory conversion: Rule 6 of the Companies (Incorporation) Rules, 2014

• An OPC can get itself converted into a Private or Public company after increasing the
minimum number of members and directors to two or minimum of seven members and
two or three directors as the case may be, and by making due compliance of section
18 of the Act for conversion.
• Board Meeting: Conduct Board Meeting in accordance with Sec. 173 and SS-1 to
approve the following:
o Conversion subject to shareholders’ resolution.
o Seeking shareholder’s consent in the form of special resolution.
o Increase in number of directors, if required and in-principle approval for increase
in number of shareholders
If there is only one director in the OPC, simply recording of resolution in the minutes
books as per section 122 is sufficient. Holding of meeting is not necessary.
However, for increasing the number of directors by appointing additional directors,
Form DIR-12 is required to be filed within 30 days of appointment.
• Member’s Resolution: While the resolution of member is required, holding of general
meeting is not required as per Section 122. It shall be sufficient if the resolution is
communicated by the sole member to the company and it is recorded in the minutes
books and signed and dated by the member.
• Special Resolution: Passing of special resolution by member.
• Form MGT-14: Filing Form MGT -14 within 30 days of the special resolution with the
Registrar along with:
o Certified true copy of special resolution
o Copy of explanatory statement
o Altered MoA and AoA
o Certified true copy of board resolution
• Application in Form INC-6 with RoC: The company shall file an application in Form
No.INC.6 (within 30 days from date of passing of special resolution) for its conversion
into private/public company along with fees by attaching the following documents,
namely:-

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 o The latest Audited Balance Sheet and the Profit and Loss Account; and
o Copy of board resolution authorizing giving of notice,
o Altered Memorandum of association and Altered Articles of association
o The list of proposed members and directors along with consent
o List of creditors
• Certificate by RoC on conversion: On being satisfied and complied with requirements
stated herein the Registrar shall issue the Certificate.

2 Conversion of Private Company into OPC

• Eligible companies: A private company (other than a Section 8 company) can convert
into OPC.
• Shareholders’ approval: A private company may convert itself into an OPC by passing a
special resolution in the general meeting.

Procedure
• Board Meeting: Conduct Board Meeting in accordance with Sec. 173 and SS-1 to
approve the following:
o Conversion subject to shareholders’ resolution.
o Holding of general meeting to seek shareholders’ consent in the form of special
resolution and approving date, time, place for holding the meeting.
o Approve draft notice, agenda and explanatory statement for holding general
meeting.
o Authorising of a director/company secretary to issue notice of the general
meeting to members
• NOC from Members and Creditors: Before passing such resolution, the company shall
obtain No objection in writing from members and creditors.
• General Meeting: Convening of general meeting in accordance with SS-2 to pass a
special resolution;
• Special Resolution: Passing of special resolution by members
• Form MGT-14: Filing Form MGT -14 within 30 days of the special resolution with the
Registrar along with:
o Certified true copy of special resolution
o Copy of explanatory statement
o Altered MoA and AoA
o Certified true copy of board resolution
• Application in Form INC-6 with RoC: The company shall file an application in Form
No.INC.6 within 30 days of the special resolution for its conversion into OPC along with
fees by attaching the following documents (name of sole member and nominee will be
mentioned in the Form), namely:-

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 o The directors of the company shall give a declaration by way of affidavit duly
sworn in confirming that all members and creditors of the company have given
their consent for conversion;
o Copy of board resolution authorizing giving of notice
o the list of members and list of creditors;
o the copy of No Objection letter of members and creditors.
o the latest Audited Balance Sheet and the Profit and Loss Account
o Altered Memorandum of association and Altered Articles of association
o Consent of the nominee in Form INC-3
o Proof of identity and residential proof of member and nominee
• Certificate by RoC on conversion: On being satisfied and complied with requirements
stated herein the Registrar shall issue the Certificate.

3 Conversion of Company into LLP

• Any private company or unlisted public company can convert into LLP by following the
provisions of Section 58 of the LLP Act, 2008 read with Schedules III and IV to the Act.
Form 18 needs to be filed along with FiLLiP Form for conversion.
• Eligibility:
o The partners of the LLP shall comprise of only the members of the company and
no one else.
o No eForms should be pending for payment or processing.
o No open (unsatisfied) charges should be pending against the company.
o Company should be having share capital.
o Company should not be a ‘Section 8 company’
o At least one balance sheet and annual return should have been filed after
incorporation.
Procedure:
• Board Meeting: Board Meeting of the company shall be held approving application for
conversion of company into LLP and for authorising a director to make the application.
• Name availability: Available name shall be reserved using RUN-LLP service or using the
FiLLiP Form itself.
• LLP Agreement shall be drafted and signed.
• Filing of Form FiLLiP: Form FiLLiP shall be filed for conversion of the company as an LLP
including proof of registered office address, application for DIN for Designated
Partners (if not having already), subscription sheet signed by the partners, consent of
designated partners, details of LLPs or companies in which the designated partner is a
partner/director, etc.
• Filing Form 18: E-Form 18 shall be filed with the RoC together with FiLLiP Form along
with the following documents:
o Statement of consent of shareholders

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 o Statement of Assets and Liabilities of the company duly certified as true and
correct by the auditor
o List of all the secured creditors along with their consent (Mandatory in case
consent of all the secured creditors for conversion of company into limited
liability partnership has been obtained as indicated in field no 18)
o Approval from any other body/ authority (Mandatory in case applicable
approvals from the concerned body/ authority or authorities is required and
have been obtained as indicated in field no 19)
o Copy of acknowledgement of latest income tax return
o Any other information can be provided as an optional attachment
• Certificate of Incorporation: If RoC is satisfied with the documents, he shall issue
certificate of incorporation as LLP.
• Filing Form 3: LLP agreement shall be filed in Form 3 within 30 days of incorporation.

4 Conversion of LLP into Company

• Conversion of entities like LLP, partnership firm and other specified entities into a
company is possible under Section 366 of the Companies Act, 2013.
Procedure:
• Partners’ consent: A meeting of the partners of the LLP must be held to take assent of
the majority of the partners for the purpose of registering the LLP under Section 366 of
the Companies Act, 2013. Further, one of the partners shall be authorized to all deeds
necessary to effect the conversion.
• Name availability: The LLP may convert to company with the same name. However, it
has to apply for the availability of name through the RUN facility. The name will be
reserved for a period of 60 days.
• Filing of Form URC-1: After receiving name approval, Form URC-1 shall be filed for
conversion along with the following attachments:

(a) In case of an application by a Limited Liability Partnership or firm for registration as a

company limited by shares -

o (i) a list showing the names, addresses, and occupations of all persons named
therein as partners with details of shares held by them respectively, showing
separately shares allotted for consideration in cash and for consideration other
than cash along-with the source of consideration and distinguishing, in cases
where the shares are numbered, each share by its number, who on a day, not
being more than six clear days before the day of seeking registration, were
partners of the Limited Liability Partnership or firm as the case may be;
o (ii) a list showing the particulars of persons proposed as the first directors of the
company, along with Director Identification Number (DIN), passport number, if
any, with expiry date, residential addresses and their interests in other firm or
body corporate along with their consent to act as directors of the company;
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 o (iii) in case of a firm, deed of partnership, bye-laws or other instrument
constituting or regulating the firm and in case the deed of partnership was revised
at any time in the past, copies of the principal and all subsequent deeds including
the latest deed, along with the certificate of the registration issued by the Registrar
of Firms, in case the firm is registered;
o (iv) written consent or No Objection Certificate from all the secured creditors of
the applicant;
o (v) written consent, from the majority of members whether present in person or
by proxy at a general meeting, agreeing for such registration;
o (vi) an undertaking that the proposed directors shall comply with the requirements
of the Indian Stamp Act, 1899 (2 of 1899) as applicable;
o (vii) a copy of the latest income tax return of the Limited Liability Partnership or
firm, as the case may be.
• Filing of Form SPICe + along with the requisite attachments necessary for
incorporation of a company. It must be noted that the Form URC-1 shall be filed
along with Form SPICe +.

In case of an application by a Limited Liability Partnership or firm for registration as a

company limited by guarantee or as an unlimited company, attach the following with
Form URC-1 and file with SPICe + Form.
o (i) a list showing the names, addresses and occupations of all persons, who on a
day, not being more than six clear days before the day of seeking registration,
were partners of the Limited Liability Partnership or firm, as the case may be
with proof of membership;
o (ii) a list showing the particulars of persons proposed as the first directors of the
company, along with DIN, passport number, if any, with expiry date, residential
addresses and their interests in other firm or body corporate along with
their consent to act as directors of the company;
o (iii) in case of a firm, deed of partnership, bye laws or other instrument
constituting or regulating the company and in case the deed of partnership was
revised at any time in the past, copies of the principal and all subsequent
deeds including the latest deed, along with the certificate of the registration issued
by the Registrar of Firms, in case the firm is registered;
o (iv) in the case of a company intended to be registered as a company limited by
guarantee, a copy of the resolution declaring the amount of guarantee;
o (v) written consent or No Objection Certificate from all the secured creditors of the
applicant;
o (vi) written consent from the majority of members whether present in person or
by proxy at a general meeting agreeing for such registration;

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 o (vii) an undertaking that the proposed directors shall comply with the
requirements of the Indian Stamp Act, 1899 (2 of 1899), as applicable;
o (viii) a copy of the latest income tax return of the Limited Liability Partnership or
firm, as the case may be.

5 Incorporation of Part XXI Companies

• Which entities can convert? The Part I of Chapter XXI of the Companies Act, 2013
(Sections 366-374) deals with conversion of specified entities i.e. “companies” into a
companies under the Companies Act, 2013. For this purpose, the word “company”
includes any partnership firm, LLP, cooperative society, society or any other business
entity formed under any other law, which applies for registration under this Part. The
aforesaid entities can convert into companies under the Companies Act, 2013.
• Major eligibility conditions: Any company satisfying the following conditions may at
any time register under this Act as an unlimited company, or as a company limited by
shares, or as a company limited by guarantee:
▪ Formed in pursuance of - Any Act of Parliament other than this Act (or) Any other
law for the time being in force (or) Being otherwise duly constituted according to
law, whether formed before or after the commencement of this Act and
▪ Consisting of two or more members.
• Important points to be noted:
• A company registered under the previous company law shall not register;
• A company having the liability of its members limited by any law, shall not
register as an unlimited company or as a company limited by guarantee;
• A company shall be registered as a company limited by shares only if it has a
permanent paid-up / nominal share capital of fixed amount divided into shares
of fixed amount, or held as stock, or divided and held partly in the one way and
partly in the other, and where the members are only the holders of those shares
or that stock, and no other persons;
• Registration requires the assent of a majority of its members present in person, or
by proxy, at a general meeting summoned for the purpose;
• Where a company not having the liability of its members limited by any law is
about to register as a limited company, the consent of not less than three-fourths
of the members present in person, or by proxy, at the meeting, is needed;
• For registration as a company limited by guarantee, the assent shall be
accompanied by a resolution declaring that each member undertakes to
contribute to the assets of the company, in the event of its being wound up while
he is a member, or within one year after he ceases to be a member, such amount
as may be required, not exceeding a specified amount for payment of liabilities of

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 the company and of the expenses of winding up, and for the adjustment of the
rights of the contributories among themselves.
• A company with less than seven members shall register as a private company.
• At the time of voting for conversion, when a poll is demanded, the number of votes to
which each member is entitled shall be as per the regulations of the company.
• The provisions of Chapter II of the Act relating to incorporation of company shall be
applicable mutatis mutandis for such registration.
• The registration shall not be invalid by reason only that it has taken place with a view
to the company’s being wound up (meaning, registration as a company under the Act
can be done even to facilitate the winding up of the entity under this Act.)

6 Society into section 8 company limited by guarantee

In case of an application by a society for registration as a company limited by guarantee
under section 8, attach the following with Form URC-1 and file with SPICe + Form.
(i) a list showing the names, addresses and occupations of all persons, who on a day, not
being more than six clear days before the day of seeking registration, were members of the
society with proof of membership;
(ii) a list showing the particulars of persons proposed as the first directors of the company,
along with DIN, passport number, if any, with expiry date, residential addresses and their
interests in other firms or bodies corporate along with their consent to act as directors of
the company;
(iii) a list containing the names and addresses of the members of the governing body of the
society;
(iv) a certified copy of the certificate of registration of the society;
(v) written consent or No Objection Certificate from all the secured creditors of the
applicant;
(vi) written consent from the majority of members whether present in person or by proxy at
a general meeting agreeing for such registration, and the resolution shall also provide for
declaration of the amount of guarantee;
(vii) an undertaking that the proposed directors shall comply with the requirements of the
Indian Stamp Act, 1899 (2 of 1899) as applicable;
(viii) a copy of the latest income tax return of the society;
(ix) details of the objects of the company along with a declaration from all the members that
the restrictions and prohibitions as mentioned in clause (b) and clause (c) of sub-section (1)
of section 8 of the Act shall be complied.

7 Trust into a section 8 company limited by guarantee

In case of an application by a trust for registration as a company limited by guarantee
under section 8, attach the following with Form URC-1 and file with SPICe + Form.

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(i) a list showing the names, addresses and occupations of all persons, who on a day, not
being more than six clear days before the day of seeking registration, were trustees of the
trust with proof thereof;
(ii) a list showing the particulars of persons proposed as the first directors of the company,
along with DIN, passport number, if any, with expiry date, residential addresses and their
interests in other firm or body corporate along with their consent to act as directors of the
company;
(iii) a certified copy of the certificate of registration of the trust and the trust deed;
(iv) written consent or No Objection Certificate from all the secured creditors of the
applicant;
(v) written consent from the majority of members whether present in person or by proxy at
a general meeting agreeing for such registration, and the resolution shall also provide for
declaration of the amount of guarantee;
(vi) an undertaking that the proposed directors shall comply with the requirements of the
Indian Stamp Act, 1899 (2 of 1899) as applicable;
(vii) a copy of the latest income tax return of the trust;
(viii) details of the objects of the company along with a declaration from all the members
that the restrictions and prohibitions as mentioned in clause (b) and clause (c) of sub-section
(1) of section 8 of the Act shall be complied.

• If RoC is satisfied that the society or trust that has applied for conversion into a
company limited by guarantee has charitable objects and intends to comply with the
conditions under sec. 8, he shall issue a licence in Form INC-16 to allow such society
or trust as a section 8 company without adding the words “Limited” or “Private
Limited” to the name of such company, and also issue the Certificate of
Incorporation under the Act.
• A society which has not filed the annual or other returns, statutorily required to be
filed with the Registrar of Societies, shall not be eligible to apply for registration
under section 366 of the Act.
• An undertaking from all the members or partners or trustees providing that in the
event of registration as a company under Part I of Chapter XXI of the Act, necessary
documents or papers shall be submitted to the registering or other authority with
which the company was earlier registered, for its dissolution.
• The list of members and directors and any other particulars relating to the company
which are required to be delivered to the Registrar shall be duly verified by the
declaration of any two or more proposed directors.

Obligation of Companies Seeking Registration to Make Publication

• (1)Every entity seeking conversion into a company under Chapter XXI shall publish an
advertisement about such registration, seeking objections, if any within 21 one clear
days from the date of publication of notice and the said advertisement shall be
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 in Form No. URC. 2, which shall be published in a newspaper in English and in any
vernacular language, circulating in the district in which LLP, firm, society or trust, as
the case may be, is situated.
• (2) A copy of the notice, as published and the copy of the notice served on Registrar
(LLP), Registrar of Firms, Registrar of Societies or Registrar of Trust, as the case may
be along with proof of service, shall be attached with Form No. URC. 1.
• (3) The Registrar shall, after considering the application and the objections, if any,
received by him within thirty days from the date of publication of advertisement,
and after ensuring that the company has addressed the objections, suitably decide
whether the registration should or should not be granted.
• (4) If the Registrar in satisfied on the basis of documents and information filed by the
applicants, decides that the applicant should be registered, he shall issue a
certificate of incorporation in Form No. INC.11.

Other Obligations of Entities Seeking Registration as Company

• For the purpose of clause (d) of section 374 of the Act,-

• (1) where a firm, society or trust has obtained a certificate of registration under
section 367 of the Act, an intimation to this effect shall be given within fifteen days
of such registration to the concerned Registrar of Firms, Registrar of Societies or
Registrar of Trusts, as the case may be, under which it was originally registered,
along with documents for its dissolution as a firm, society or trust as the case may
be;
• (ii) statement of accounts, prepared not later than fifteen days preceding the date of
seeking registration and certified by the Auditor together with the Audited Financial
Statements of the previous year, wherever applicable shall be attached with7[Form
No. URC. 1
• Provided that if the assets of the existing company during the immediately preceding
three years are revalued for the purpose of vesting of its assets with the company to
be incorporated under this Act, the surplus arising out of such revaluation shall not
be deemed to have been credited to the capital account or current account of
partners.
• Notice shall be given to the Registrar of firms, Registrar of Societies or Registrar of
Trusts, as the case may be, under which it was originally registered and shall require
that objections, if any to be made by such concerned Registrar of firms, Registrar of
Societies or Registrar of Trusts, as the case may be to the Registrar, shall be made
within a period of twenty-one days from the date of such notice, failing which it shall
be presumed that they have no objection and the notice shall disclose the purpose
and substance of matters in relation to objections.

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 • (iv) in case of the registration of Limited Liability Partnership into a company under
these rules, a declaration by the said Limited Liability Partnership that it has filed all
documents which are required to be filed under the Liability Partnership Act with the
Registrar (LLP) and the declaration shall be attached with Form No. URC. 1;
• (v) a statement of proceedings, if any, by or against the Limited Liability Partnership,
firm, society or trust as the case may be which are pending in any court or any other
Authority shall be attached with Form No. URC. 1.
• (vi) in case a society or trust intending to register as a company under section 366
of the Act is registered under section 12A of the Income Tax Act, 1961 (43 of 1961)
for claiming exemption on its income, an intimation in this regard shall be sent to the
Income- tax authorities and proof of its service shall be attached with Form No. URC.
1;
• (vii) upon registration of a society or trust as a company under the Act, no
application for conversion into a company of any other kind, except conversion from
a private company to a public company or vice-versa, shall be made till the expiry of
a period of ten years from the date of incorporation under the Act.
• (viii) no application for registration as a company under the Act shall be made by a
trust during the pendency of any proceedings under section 92 of the Code of Civil
Procedure.

8 Conversion of Company Limited by Guarantee into a Company Limited by Shares

• A company other than a company registered under section 25 of the Companies Act,
1956 or section 8 of the Companies Act, 2013 may convert itself into a company
limited by shares.
• The company seeking conversion shall have a share capital equivalent to the
guarantee amount.
• A special resolution is passed by its members authorising such a conversion omitting
the guarantee clause in its Memorandum of Association and altering the Articles of
Association to provide for the articles as are applicable for a company limited by
shares.

• A copy of the special resolution shall be filed with the Registrar of Companies
in Form no. MGT-14 within thirty days from the date of passing of the same along
with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.
• An application in Form No. INC-27 shall be filed with the Registrar of Companies
within thirty days from date of the passing of the special resolution enclosing the
altered Memorandum of Association and altered Articles of Association and a list of
members with the number of shares held aggregating to a minimum paid up capital
which is equivalent to the amount of guarantee hither to provided by its members.

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 • The Registrar of Companies shall take a decision on the application filed under these
rules within thirty days from the date of receipt of application complete in all
respects and upon approval of Form No. INC-27, the company shall be issued with a
certificate of incorporation in Form No. INC-11B.

9 Conversion of Unlimited Liability Company into a Limited Liability

Company by Shares or Guarantee
• Special resolution: 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. INC- 27 in the manner provided below.
• Notice in Form INC-27A: The Company shall within 7 days from the date of passing
of the special resolution in a general meeting, publish a notice, in Form No. INC-27A
of such proposed conversion in two newspapers (one in English and one in
vernacular language) in the district in which the registered office of the company is
situate and shall also place the same on the website of the Company, if any,
indicating clearly the proposal of conversion of the company into a company limited
by shares or guarantee, and seeking objections if any, from the persons interested in
its affairs to such conversion.
• Dispatch of notice to creditors and debenture-holders: Such notice should 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 21 days of the date of
publication of the notice, duly indicating nature of interest and grounds of
opposition.
• Application in Form INC-27: The Company shall within forty five days of passing of
the special resolution file an application in Form INC-27 for its conversion into a
company limited by shares or guarantee along with the fees as provided in the
Companies (Registration offices and Fees) Rules, 2014, by attaching the following
documents, namely:-
(a) notice of the general meeting along with explanatory statement;
(b) copy of the resolution passed in the general meeting;
(c) copy 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 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

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 the Company before conversion (except to the extent that the liability of the
members shall become limited).
(f) a complete list of creditors and debenture holders, to whom individual notices
have been sent under sub-rule (2) setting forth the following details, namely:-
(i) the names and address of every creditor and debenture holder of the
Company;
(ii) the nature and respective amounts due to them in respect of debts, claims
or liabilities:
(iii) declaration by a Director of the Company that notice as required under sub-
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 estimates of the values of such debts and claims and
that there are no other debts or claims against the company to their
knowledge.
(h) a declaration of solvency signed by at least two Directors of the Company, one
of whom shall be the Managing Director, where there is one to the effect that
the Board of Directors of the Company have made a full inquiry into the affairs
of the company, as a result of which they have formed an opinion that it is
capable of meeting its liabilities and will not be 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, if any.
(l) Declaration signed by not less than two Directors including Managing Director,
where there is one, that no complaints are pending against the company from
the members or investors and no inquiry, inspection or investigation is pending
against the company or its Directors or officers.
• The Registrar shall, after considering the application and objections if any, received
by the Registrar and after ensuring that the company has satisfactorily addressed the
objections received by the company, suitably decide whether the approval for
conversion should or should not be granted.

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 • The certificate of incorporation consequent to conversion of unlimited liability
company to into a company limited by shares or guarantee be in Form INC-11A
issued to the company upon grant of approval for conversion.
• Conditions to be complied with, subsequent to conversion -
(1) Company shall not change its name for a period of one year from the date of such
conversion.
(2) The company shall not declare or distribute any dividend without satisfying past
debts, liabilities, obligations or contracts incurred or entered into before conversion.
Explanation: For the purpose of this clause, past debts, liabilities, obligations or
contracts does not include secured debts due to banks and financial institutions.
• Conditions for conversion: An Unlimited Liability Company shall not be eligible for
conversion into a company limited by shares or guarantee in case-
o (a) its net worth is negative, or
o (b) an application is pending under the provisions of the Companies Act 1956
or the Companies Act, 2013 for striking off its name, or
o (c) the company is in default of any of its Annual Returns or financial
statements under the provisions of the Companies Act, 1956 or the
Companies Act, 2013, or
o (d) a petition for winding up is pending against the company, or
o (e) the company has not received amount due on calls in arrears, from its
directors, for a period of not less than six months from the due date; or
o (f) an inquiry, inspection or investigation is pending against the company.
• The Registrar of Companies shall take a decision on the application filed under these
rules within 30 days from the date of receipt of application complete in all respects.

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