Draft Documents For Conversion of Company Into LLP

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

FOR & ON BEHALF OF

________________ 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

FOR & ON BEHALF OF

________________ 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	Mr. ______________ Father’s Name: ______ DOB:______ Mr. ___________ 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 relating to rule 16 (2) relating to rule 17 (1) relating to rule 20 (1) relating to rule 24(18) (a)}	(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,

3^rd 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)

1. DIN/DPIN : _____________

S. No.	CIN/LLPIN	Name of the Company / LLP
1.	U_____________________	______________ PVT. LTD.

2. 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: 

 

1. 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: 
    
2. That all the Partners of the Limited Liability Partnership comprise all the Shareholders of the Company and no one else: 
    
3. That the applicable clearance, approvals or permissions for conversion of the Company into a Limited Liability Partnership from any authority/authorities have been obtained. 
    
4. 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.
   
   
5. 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): 
    
6. 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