PROCESS FOR CONVERSION OF
COMPANY INTO LLP
A Private Company may convert into LLP in accordance with the procedure prescribed in the Third Schedule. Process as given below:
1. OBTAIN DIN:
Earlier there was Concept of DPIN, which has been abolished therefore. Now obtain DIN for those designated partners who don’t posses DIN already.
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.
3. APPLICATION FOR NAME AVAIBILITY:
File e-form INC-1 with ROC.
Attachments: Board Resolution Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form
4. Obtain name Approval Certificate from ROC
5. 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
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.
6. 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
7. 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 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-3:
This form provides information in respect to the LLP Agreement entered into between the
partners.
ATTACHMENT: LLP Agreement
9. CERTIFICATE OF INCORPORATION AS LLP FORM ROC.
Draft Format
Board Resolution
CERTIFIED
TRUE COPY OF THE RESOLUTION PASSED BY THE DIRECTORS OF ________________ PRIVATE LIMITED ON (DATE) AT ITS REGISTERED ADDRESS AT _________, _________, City : ___________, Pin Code : ______ State : _______________. AT
3.00 PM
CONSENT
FOR CONVERSION OF THE COMPANY IN TO LLP :-
“RESOLVED
THAT subject
to the approval of share holders, and other applicable provisions,
the Company do apply for its conversion into a Limited Liability
Partnership (“LLP”)
under the name and style “_________________-” or such other name
as may be made available by the Registrar of Limited Liability
Partnership.
RESOLVED
FURTHER THAT
Mr. ______________ and Mr. _____________ shall act as
Designated Partners of the proposed LLP and other shareholders of the
Company as on the date of conversion, if any, shall be Partners in
the proposed LLP.
RESOLVED
FURTHER THAT Mr. ______________ be and are hereby severally authorised to
sign and file necessary applications, forms and such other documents
as may be required to be filed with the Registrar of LLP for the
purpose of conversion of the Company into LLP.
RESOLVED
FURTHER THAT Mr. ______________, director
of the Company
be and are hereby severally authorized to issue a ‘true copy’ of
this resolution to the concerned authorities /parties as may be
necessary and they be authorized to act thereon.”
CERTIFIED
TRUE COPY
________________ PRIVATE LIMITED
_________________________
Mr.
(Director)
Date :
Place:
EGM Resolution
CERTIFIED TRUE COPY OF
THE SPECIAL RESOLUTION PASSED BY THE MEMBERS
OF ________________ PRIVATE LIMITED AT
THE EXTRA ORDINARY GENERAL MEETING
HELD ON_________(DATE) AT _________, _________, City : ___________, Pin Code : ______ State : _______________. AT
3.00 PM
“RESOLVED
THAT pursuant
to applicable provisions of the Limited Liability Partnership Act,
2008, and other provisions as may be applicable, the members
hereby accord their consent for conversion of the Company into a
Limited Liability Partnership (“LLP”) under the name and style
“________________”;
“RESOLVED
FURTHER THAT,
Mr. ____________________________, the director of the Company be and is
hereby severally authorized to finalize, sign and execute all such
agreements, deeds, documents, papers and other writings on behalf of
the Company as may be necessary for the purpose of conversion of the
company into LLP and to do all acts and things as may be required
under the Limited Liability Partnership Act, 2008 and applicable
rules from time to time in this regard.”
CERTIFIED
TRUE COPY
________________ PRIVATE LIMITED
_________________________
Mr.
(Director)
Date :
Place:
Q
& A – Conversion of Pvt Co. into LLP
| Sr. No | Question | Answer |
| 1. | Name of the proposed LLP | |
| 2. | Name , father’s name and DOB of the Designated Partners |
Father’s
Name: ______
DOB:______
Father’s
Name: ______
DOB:______
|
| 3. | Address of the DPs | |
| 3. | Proposed Business | |
| 4. | Address of the Registered Office | |
| 5. | Name of the Company | Private Limited |
| 6. | CIN of the Company | U |
| 7. | Date of Incorporation | |
| 8. | Proposed Monetary Contribution of the partners | |
| 9. | Whether any security interest in the assets of the company is subsisting or in force | |
| 10. |
Whether
any conviction, ruling, order, judgment of any Court, Tribunal or
other authority in favor of or against the company is subsisting.
|
|
| 11. |
Mutual
Rights and Duties of partner
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 12. |
Restrictions
if any
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 13. |
Management
and Administration of LLP
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 14 |
Details
of Indemnity Clause
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 15. |
Clause
related to resolution of disputes
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 16. |
Information
relating to voluntary winding up
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
| 17. |
Information
relating to clauses of agreement
|
(will be filled as per LLP Agreement/ Schedule I of LLP Act) |
STATEMENT
OF ASSETS AND LIABILITIES
……………………..
PRIVATE LIMITED
On
the basis of the books of accounts, records and other documents
produced, we hereby certify that statement of assets and liabilities
of Private
Limited as
on
………………, 2015 are as
under:
Liabilities
|
Amount
(Rs.)
|
Amount
(Rs.)
|
Assets
|
Amount
(Rs.)
|
Amount
(Rs.)
|
For
Firm
Registration Number:
________________
Chartered
Accountants
Name:
Partner
Membership
Number:
Date:
Place:
CONSENT LETTER
I, _____________________
give my consent to become a designated partner of the “________________
LLP”
pursuant to section 7(4) /25(3) (c) of the Limited Liability
Partnership Act, 2008.
I also hereby undertake to
contribute money or other property or other benefit or to perform
services for LLP as per my obligations described in the LLP
agreement.
Regards,
Yours Truly,
(________________)
DIN : ___________
Date :
Place :
Detail of Designated Partners
Date:
To,
Office
of Registrar,
Limited
Liability Partnerships,
Ministry
of Corporate Affairs,
3rd
Floor, “Paryavaran bhawan”,
CGO,
Lodhi Road,
New
Delhi (India) 110003.
Dear
Sir(s),
Subject: Acting as a Designated
Partner
I _____________________, hereby give my consent to act as a
designated partner of ________________ Private Limited
which has passed a resolution dated ________ pursuant to Section
7(4)/25(3)(c) of the Limited Liability Partnership Act, 2008.
I,
hereby undertake to contribute money or other property or other
benefit or to perform services for LLP as per the obligations
described in the LLP Agreement.
Thanking
You,
Yours
faithfully
Mr. ________________________
(Partner)
- DIN/DPIN : _____________
S. No.
|
CIN/LLPIN
|
Name of the
Company / LLP
|
| 1. | U_____________________ | ______________ PVT. LTD. |
- DIN/DPIN : ___________
S. No.
|
CIN/LLPIN
|
Name of the
Company / LLP
|
| 1. | Nil | Nil |
Date:
Place:
NO OBJECTION CERTIFICATE
WHOMESOEVER IT MAY CONCERN
To,
________________________
Designated Partner
_________________________ LLP
I undersigned being ________________ residing at _________, City : ___________, Pin Code : ______ State : _______________. I have my property situated at _________, _________, City : ___________, Pin Code : ______ State : _______________. I have no
objection that my said property being used for registered office of
LLP___________________ LLP till its new premise of the office is
being registered with the Registrar of Companies.
I further state that if any documents
that are being served in the name of LLP I will handover it to management of the Company.
The certificate is being issued for the
consent of the concerned party.
___________________
(Name of Owner)
Date:
Place:
NOC From Secured Creditor
With
reference to Captioned subject matter regard to Conversion of Private
Limited Company into Limited Liability Partnership, We the secure
Creditor of the Company as on dated ___________ an amount as stated below is
due to us by the Company.
We
further inform that we have no objection of Conversion of Private
Limited Company into Limited Liability Partnership.
Sr
.No.
|
Name
of Secured Creditor
|
Amount
Due
|
Signature
|
1.
|
Nil
|
-
|
NA
|
2.
|
Total
|
-
|
Date:
Place:
Statement
of Shareholders
I,
undersigned, the shareholder of________________ Private
Limited and also named in the incorporation document of ______________ LLP as a Designated Partner, hereby, give my consent for
the conversion of the said company ________________ Private
Limited into the__________________ LLP the Limited Liability
Partnership (LLP) and to register the said LLP under the provisions
of the Limited Liability Partnership Act, 2008 and Rules, Regulations
etc. made thereunder:-
I,
hereby state as under:
- That all the requirements of the Limited Liability Partnership Act, 2008 and the Rules made there under have been complied with, in respect of conversion of Private Company into Limited Liability Partnership and matters precedent and incidental thereto:
- That all the Partners of the Limited Liability Partnership comprise all the Shareholders of the Company and no one else:
- That the applicable clearance, approvals or permissions for conversion of the Company into a Limited Liability Partnership from any authority/authorities have been obtained.
- That the consent of all the Secured Creditors for conversion of the Company into Limited Liability Partnership has been obtained: Not applicable as there are no secured creditors to the company.
- That all the documents due for filing including latest Balance Sheet and Annual Return have been filed under the provisions of the Companies Act, 2013(erstwhile The Companies Act, 1956):
- That to the best of my knowledge and belief the information given in this form and its attachments is correct and complete.
_______________________
(Name of shareholder)
Place :
Date:
Subscription Sheet
We,
the several Partners whose names are subscribed below, are desirous
of being formed into a LLP for carrying on a lawful business with a
view to earn profit and have entered or agreed to entered into LLP
Agreement in writing. We respectively agree to contribute money or
other property or other benefits or to perform services for the LLP
in accordance with the LLP Agreement, the particulars of which are
set stated number 7 and 8 against our respective names.
Name
of each Partner
|
Designation
(Designated
partner/partner)
|
Signature
of Designated Partner/Partner/
Nominee
of Body
Corporate
|
Name,
address and profession (along with professional membership number)
of witness
|
Signature
of Witness
|
Designated
partner
|
||||
Designated
partner
|
Date:
Place:
Thanks & Regards,
CS Meetesh Shiroya
