A Private Company may convert
into LLP in accordance with the procedure prescribed in the Third Schedule and
Section 56 of Limited Liability Partnership Act, 2008. A company may convert
itself into LLP only if it complies the following condition as per the Third
Schedule:
a) there
is no security interest in its assets subsisting or in force at the time of
application; and
b) the partners of the
limited liability partnership to which it converts comprise all the
shareholders of the company and no one else.
The process for the
conversion of private company into LLP is as follows:
1. BOARD MEETING:
o
Call meeting of Board of Directors.
o
Pass Resolution for Conversion of
Company into LLP.
o
Pass Resolution to authorize any
director to Apply for Name of LLP.
Resolution: To Approve the conversion of company to LLP
“RESOLVED THAT pursuant to the provisions of Schedule III of Limited Liability
Partnership Act, 2008 and in accordance with the provisions of the Companies
Act, 2013 and other applicable provisions, if any, the consent of the Board be
and is hereby accorded to convert the Company into Limited Liability
Partnership Firm.
“FURTHER RESOLVED that the Company do apply to the Registrar of Companies to
ascertain the availability of name ‘XYZ LLP’ for the purpose of change of status
of the Company into LLP.”
“FURTHER RESOLVED that Shri (NAME OF DIRECTOR), be & is hereby authorized to
sign and submit necessary forms and papers and to take necessary steps for the
conversion of the company to LLP”
2. APPLICATION FOR NAME AVAIBILITY:
File e-form
Form-1(LLP) with ROC.
Attachments: Board
Resolution Board resolution passed by the Company approving the conversion into
LLP shall be attached with the aforesaid form
3. Obtain name Approval Certificate from ROC.
4. FILLING OF INCORPORATION DOCUMENTS:
File E-Form- 2 with ROC along with
following ATTACHMENTS:
o
Proof of Address of Registered
office of LLP.
o
Subscription sheet signed by the
promoters.
o
(Notice of Consent & Appointment
of Designated Partners with their personal details)
o
Detail of LLP(s) and/ or company(s)
in which partner/ designated partner is a director/ partner
5. FILLING OF APPLICATION FOR CONVERSION:
File E-FORM- 18 with
ROC along with following ATTACHMENTS:
o
Statement of shareholders.
o
Incorporation Documents &
Subscribers Statements in Form 2 filed electronically.
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 to the conversion.
o
Approval of the governing council (In
case of professional private limited companies)
o
NOC from Income Tax authorities and
Copy of acknowledgement of latest income tax return.
o
Approval from any other
body/authority as may be required.
o
Particulars of pending proceedings
from any court/Tribunal etc.
6. FILLING OF E-FORM-3:
DRAFTING OF LIMITED LIABILITY PARTNERSHIP AGREEMENT:
Contents of Agreement are:
o
Name of LLP
o
Name of Partners & Designated
Partners
o
Form of contribution
o
Profit Sharing ratio
o
Rights & Duties of Partners
o
Proposed Business
o
Rules for governing the LLP
It is not
necessary to have the LLP Agreement signed at the time of incorporation, as the
details of the same needs to field in eform 3 within 30 days of incorporation
but in order to avoid any dispute between the partners as to the terms &
conditions of the agreement after the conversion into LLP.
This form
provides information in respect to the LLP Agreement entered into between the
partners.
ATTACHMENT: LLP Agreement
7. CERTIFICATE OF INCORPORATION AS LLP FORM ROC.
After all formalities and filings been complied with by the
applicants and approved by the Ministry, REGISTRAR OF LLP TO ISSUE A
CERTIFICATE OF REGISTRATION in form no. 19 as to conversion of the
LLP. The Certificate of Registration issued shall be the conclusive evidence of
conversion of the LLP.
8. FILLING OF E-FORM-14: (INTIMATION TO ROC)
After Receiving
Incorporation Certificate Limited liability partnership to file within 15
(fifteen) days of the date of registration, information to the concerned
Registrar of Companies with which it was registered under the provisions of the
Companies Act, 2013 (1 of 2013) about the conversion and of the particulars of
the limited liability partnership in eForm 14 within 15 days of
conversion into LLP.
ATTACHMENTS OF E-FORM 14
o
Copy of Certificate of Incorporation
of LLP formed.
o
Copy of incorporation document
submitted in Form 2
CHECKLIST TO BE PREPARED BEFORE CONVERSION
1.
Name of LLP:-
2.
Main Object:-
3.
Names of Partners and Designated Partners,
Email id and contact number:-
4.
Identity Proof,
Residence Proof and pan card of Designated Partners and Partners:-
5.
Registered Office
Address and Registered Office Address Proof.
6.
Other Directorships /
or Partnerships LLP of partners:
7.
Statement of
shareholders
8.
Statement of Assets
and Liabilities of the company duly certified as true and correct by the
auditor:-
9.
List of all the
unsecured creditors along with their consent. :-
DETAILS REQUIRED FOR FILING OF CONVERSION APPLICATION
· Whether any security interest in the assets of
the company is subsisting or in force :-
· Whether up to date Income-tax return is filed
under the Income-tax Act, 1961.-
· Whether any prosecution initiated against or
show cause notice received by the company for alleged offences under the
Companies Act, 1956. -
· Whether any proceeding
by or against the company is pending in any Court or Tribunal or any other
Authority.-
· Whether any
conviction, ruling, order, judgment of any Court, Tribunal or other authority
in favour of or against the company is subsisting.-
·
Whether all the ROC
filings have been completed or not:
FORMATS/TEMPLATES
1. LIST OF COMPANIES/ LLPS IN WHICH PROPOSED
DESIGNATED PARTNERS/ PARTNERS ARE DIRECTOR/ PARTNER
PARTNER
1:
|
S.NO.
|
CIN/LLPIN
|
NAME OF COMPANY/LLP
|
|
|
|
|
Signature Partner 1
PARTNER
2:
|
S.NO.
|
CIN/LLPIN
|
NAME OF COMPANY/LLP
|
|
|
|
|
Signature Partner 2
2. NOC FOR USE OF PREMISES AS REGISTERED OFFICE
Date:
To
The
Registrar of Companies
Address
Subject: No Objection Letter for use of premises as
Registered Office.
Sir
I
___________, S/o Shri ………………………… R/o …………………………. …………………………………., , do solemnly declare that the premises situated
at __________________________________is owned by me.
I
do hereby confirm that I have no objection for using the above premises as the registered office of the LLP proposed to be incorporated under the name and
style of NAME OF LLP.
Thanking
You
Yours
faithfully
Name:
3. STATEMENT OF SHAREHOLDERS
Statement of shareholders
We
the under mentioned shareholders of NAME
OF COMPANY and also named in the incorporation document of NAME OF LLP as a
designated partner give our consent for the conversion of the said company NAME
OF COMPANY into the limited liability partnership.
|
Particulars
|
Shareholder
1
|
Shareholder
2
|
|
Name
|
|
|
|
Father’s
name
|
|
|
|
Address
|
|
|
|
No.
of shares held by each shareholder
|
|
|
|
Signature
|
|
|
We, the several partners whose names are subscribed below,
hereby give our consent to become a partner/ designated partner/ nominee/
nominee & designated partner of the (NAME OF LLP) pursuant to section 7(4)
/ 25(3)(c) of the Limited Liability Partnership Act, 2008.
We respectively agree to contribute money or other property
or other benefit or to perform services for the LLP in accordance with the LLP
agreement, the particulars of which are stated against our respective names.
|
Name and address of each partner/ designated partner / nominee/ nominee
and designated partner
|
Designation
[Partner/ Designated Partner]
|
Signature of Partner/ Designated Partner/ Nominee of Body Corporate
|
Name, address and profession (along with professional membership number
of witness)
|
Signature of witness
|
|
Mr. _____________
S/o ______________
R/o ______________
|
Designated Patrner
|
|
I hereby witness signature of all subscribers
|
|
|
Mr. _____________
S/o ______________
R/o ______________
|
Designated Patrner
|
|
S/D
Name _____________ S/o ______________ R/o _______________
Occupation: ________
M.No.-_______
|
|
|
Mr. _____________
S/o ______________
R/o ______________
|
Patrner
|
|
|
|
|
Mr. _____________
S/o ______________
R/o ______________
|
Patrner
|
|
|
|
Place:
Date:
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