Conversion of Private Limited Company into LLP

The LLP Act includes provisions that enable the conversion of a company into an LLP. Given the contemporary legal landscape, particularly the recent changes in corporate law, such conversion offers promoters greater operational convenience

Pursuant to Sec 56 of LLP Act read with schedule 3 deal with conversion of a Private  Limited Company to LLP

Eligibility:

• Every member of the company must agree with the decision of conversion and all the members should be partners and no other person can became a partner in the LLP.
• All the creditors of the company must also agree with the conversion and no open charges should be pending unsatisfied.
• Under Companies Act, no prosecution should have been initiated procedure to be followed
• At least one balance sheet and annual return should have been filed by the company after its incorporation.
• The company should be having share capital.

Procedure for Conversion of Company into LLP

Meeting of Board: Call a meeting of the Board of Directors and pass requisite Board Resolution for Conversion of Company into LLP and also authorize one director to file requisite forms with the Registrar.

Application for Name Availability:

The company will have to apply for reservation of name in form RUN-LLP of LLP and Get Name Approval Certificate from ROC.

Filing of Incorporation Form:

For filing incorporation application to ROC in e-Form FiLLiP and Conversion in Form 18 the following following Attachments are mandatory:

• proof of the registered office address of LLP. (for eg.: utility bill, NOC and proof of ownership)
• The subscription sheets.
• Consent to act as a designated partners and partners
• Identity and Resident proofs of designated partners and partners
  • Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ designated partner.
  • Statement of the consent of shareholders
  • Statement of accounts of the company certified as true and correct by the independent auditor.
  • List of all the secured creditors along with their consent.
  • Copy of acknowledgement of latest income tax return

 Drafting & Filing  of LLP Agreement:

Once the LLP is incorporated and on receipt of Incorporation certificate, LLP agreement for regulating the affairs of the LLP is required to file with the Registrar of Companies within 30 days from the date of Incorporation of the LLP.