A Private Company desires to convert its status to LLP Form shall foremost decide the designated Partners of the proposed LLP, as only the members can be the Partners of the converted LLP and of these members of the company at least two Partners would be the Designated Partners.. In case of Body Corporate who was the member of the Company, desires to act as designated partner of LLP, in that case their nominee can be appointed as the designated Partners.

Parameters for deciding Designated Partners:

  1. Minimum of Two Individuals as Designated Partners, of total no. of Partners.
  2. At least One Designated Partner to be Resident Indian.

In case of conversion of Private Limited Company into LLP, all the shareholders of the Company to be partners in the LLP and no one else and also there will be no security interest subsisting or in force at the time of application in the assets of the Company.

A person ‘Resident in India’ means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one year. (Explanation to Section-7())

‘Designated Partner’ means a partner who is designated as such in the incorporation documents or who become a designated partner by and in accordance with the Limited Liability Partnership Agreement.

List of documents required

  • eForm 1-Name Availability Application
  • eForm 7-Application for Designated Partners Identification Number
  • eForm 2-Incorporation Document
  • eForm 18-Application for Conversion
  • eForm 3- Details of LLP Agreement
  • eForm 4-Consent of Partners
  • eForm 14- Intimation of conversion to Registrar of Companies
  • Subscription Sheet
  • LLP Agreement duly stamped as per relevant Stamp Act of the State.
  • Proof of Address of Registered Office
  • Consent of partners
  • Statement of shareholders
  • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor
  • List of all the unsecured creditors along with their consent.

STEPS/CHECKLISTS FOR CONVERSION OF PVT CO. INTO LLP

S. NO.PARTICULARREQUIREMENTYES/NO
1.Apply for Din No.( If a person already has a DIN, the same can be used for forming LLP.)e-form DIR-3  
 2.Call BM- to change name – ending with word LLP  
 3.File Form for Name approval with work LLP(Rule 18(5) of the Limited Liability Partnership Act 2008, for reservation of the desired name of the LLP)E-form INC-1(Attached Board Resolution) 
 4.ROC issue name approval certificate  
5Draft LLP Agreement 
 6.Incorporation documents with registrarFile e-form -2 ( Attached Given below) 
 7.Application of Conversione-form – 18(Attached Given Below) 
8.LLP Agreement- within 30 days of approval of above formse-form- 3(Attached LLP Agreement) 
 9.incorporation certificate is issued by department  
 10.Intimation of Conversion to Registrar (provisions of the Companies Act, 2013 sec 1 of 2013)e-form-14(within 15 days from receipt of COI) 

Attachments with LLP Form-18:

  • Statement of shareholders of the Company (Mandatory to be attached)
  • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor (Mandatory, the statement should contain latest position as on date of application for conversion)
  • List of all the secured creditors along with their consent (Mandatory in case where there are secured creditors of the company and consent of all the secured creditors for conversion of company into limited liability partnership has been obtained)
  • Approval from any other body/ authority (Mandatory in case applicable approvals from the concerned body/ authority or authorities is required and have been obtained)
  • Copy of acknowledgement of latest income tax return (Mandatory)

Attachments with LLP Form-2

  • 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.

(Author- Subhankar Das, M.Com,CS Qualified, Management Trainee In Oriental Carbon And Chemicals Limited
Phone Number-08876076461, Email Id-Subhankardas33@Gmail.Com)

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