Private Company into Limited Partnership LLP Conversion

Procedure for conversion of Private Company into Limited Partnership LLP

Step 1 : Obtain Director Identification Number (DIN) and Digital Signature

A Limited Liability Partnership needs to have a minimum of two Partners and to make the application for ascertaining availability of name; Director Identification Numbers of at least 2 Partners are required. If the proposed Partners do not have DIN, then apply their DIN and obtain Digital Signatures.

Step 2 : Board Meeting

Hold Board Meeting for approval of the Members/Creditors for the conversion of Private Company into Limited Liability Partnership (LLP).

Decide the date for the General Meeting to pass Special Resolution for the approval of Members/Creditors.

Step 3 : Name Availability for Proposed Company

An application for the reservation of a name has to be filed with Registrar of Companies in Form INC.1 (for tutorial of form click here) along with the prescribed fee of Rs. 1000/-. After approval of form INC.1, the same shall be reserved for a period of 60 days. See Companies (Name Availability) Rules, 2011 before making an application.

Step 4 : Drafting of Limited Liability Partnership Agreement

After getting name approval from ROC, adopt LLP Agreement, as the details of the same needs to be field in eform 3 within 30 days of incorporation.

Contents of LLP Agreement are-

1. Name of LLP

2. Name of Partners & Designated Partners

3. Form of contribution Profit Sharing ratio

4. Rights & Duties of Partners

5. Proposed Business

6. Rules for governing the LLP.

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Step 5 : Intimation to Registrar of Companies

File e form 2 with the concerned Registrar along with following documents as 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.

Step 6 : Application for Conversion

File e form 18 with the concerned Registrar with following documents-

Ø  Statement of shareholders.

Ø  Incorporation Documents & Subscribers Statements in Form 2 filed electronically.

Ø  Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.

Ø  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)

Ø  NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.

Ø  Approval from any other body/authority as may be required. Particulars of pending proceedings from any court/Tribunal etc.

Step 7 : Certificate of Registration

After all formalities and filings have been completed, Registrar of LLPs will issue a CERTIFICATE OF REGISTRATION in form no. 19 as to conversion of the company into an LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP.

Step 8 : 

File e form 3 with the concerned registrar to provide information with respect to the LLP Agreement entered into between the partners. A copy of LLP agreement shall be attached to the form.

Step 9 : Filing of E Form - 14

After Receiving Incorporation Certificate, file within 15 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) or the previous Act about the conversion and of the particulars of the limited liability partnership with following attachments-

• Copy of Certificate of Incorporation of LLP formed.

• Copy of incorporation document submitted in Form 2.

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