Conversion of Private Limited Company into LLP

  1. OBTAIN DIN:
  2. BOARD MEETING:
  • Call meeting of board of Director.
  • Pass Resolution for Conversion of Company into LLP.
  • Pass Resolution to authorize any director to Apply for Name of LLP.

APPLICATION FOR NAME AVAILABILITY

File e-form LLP-1 with ROC.

Attachments: Board Resolution Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form

  1. Obtain name Approval Certificate from ROC.
  2. DRAFTING OF LIMITED LIABILITY PARTNERSHIP AGREEMENT:

Contents of Agreement are:

  • Name of LLP
  • Name of Partners & Designated Partners
  • Form of contribution
  • Profit Sharing ratio
  • Rights & Duties of Partners
  • Proposed Business
  • Rules for governing the LLP

the LLP Agreement has to be filed in e-form 3 within 30 days of incorporation.

  1. FILLING OF INCORPORATION DOCUMENTS: File E-Form- 2 with ROC along with following ATTACHMENTS:
  • Proof of Address of Registered office of LLP.
  • Subscription sheet signed by the promoters.
  • (Notice of Consent & Appointment of Designated Partners with their personal details)
  • Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner
  1. FILLING OF APPLICATION FOR CONVERSION:

File E-FORM- 18 with ROC along with following ATTACHMENTS:

  • Statement of shareholders.
  • Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
  • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
  • List of all the Secured creditors along with their consent to the conversion.
  • Approval of the governing council (In case of professional private limited companies)
  • NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.
  • Approval from any other body/authority as may be required.
  • Particulars of pending proceedings from any court/Tribunal etc.
  1. After all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar of LLP shall 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.
  2. FILLING OF E-FORM-3:

This form provides information in respect to the LLP Agreement entered into between the partners.

ATTACHMENT: LLP Agreement

  1. CERTIFICATE OF INCORPORATION AS LLP FORM ROC.
  2. 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 within 15 days of conversion into LLP.

ATTACHMENTS OF E-FORM 14

  • Copy of Certificate of Incorporation of LLP formed.
  • Copy of incorporation document submitted in Form 2