Conversion of a Private Limited Company into a Limited Liability Partnership (LLP) is governed by Limited Liability Partnership Act, 2008 and relevant rules framed thereunder. The process applies only to eligible companies that have no outstanding loans, no pending litigation, and at least two directors/partners. The procedure begins with a board meeting approving the proposal, followed by an Extraordinary General Meeting (EGM) where shareholders pass a special resolution authorizing the conversion and approving the LLP agreement. The company must file the resolution with the Registrar of Companies using Form MGT-14. Thereafter, the proposed LLP name must be reserved through RUN-LLP, followed by filing the conversion application in Form FiLLiP (Form 18) along with required documents such as asset-liability statements and shareholder consent. Once the Registrar approves the conversion, the LLP Agreement is filed in Form 3 and the company informs the ROC through Form 14. After registration, the LLP must complete post-incorporation compliances such as opening bank accounts.
PROCEDURE FOR CONVERSION OF PRIVATE LIMITED INTO LLP – Governing provisions of Companies Act, 2013 / Limited Liability Partnership Act, 2008
APLLICABLE PROVISIONS:
– Section- 56 of Chapter X of the LLP Act, 2008
– Rule 18 and 39 of the Limited Liability Partnership (LLP) Rules, 2009
1. PROCEDURE:
| Sr. No | Steps | Timeline / Date |
| 1. | ELIGIBILITY CHECK
Conditions to be Full Fill for conversion Company into an LLP: – The Company must a. be a Private Limited Company. b. not have any outstanding loans (secured/unsecured) c. not have any pending litigation or disputes d. have a minimum of two directors and two partners |
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| 2. | BOARD MEETING
Convene a board meeting to pass a resolution approving the conversion of the private company into an LLP |
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| 3. | ISSUE NOTICE OF EGM AND HOLD EGM
a. Send notice to: – All shareholders – Directors b. Pass a special resolution approving the conversion into an LLP c. Approve the draft LLP agreement outlining the terms and conditions for the proposed LLP. The company shall File a copy of Board Resolution and special Resolution passed in its Board meeting and General meeting in Form MGT-14 along with required fees and documents with ROC |
Notice must be sent at least 21 days before the meeting (unless shorter notice is consented by requisite majority) within 30 days of passing such Resolution |
| 4. | APPLY FOR NAME AVAILABILITY
The name of the LLP should be reserved with the Ministry of Corporate Affairs (MCA) by Filing an application in Form RUN-LLP (Reserve Unique Name for LLP) FILE FORM FiLLiP After approval of name, an application for conversion of private limited to LLP shall be Filed in Form FiLLiP (Form 18) ATTACHMENT
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| 5. | FILE FORM 3
After the Registrar of Companies has approved the conversion, the initial LLP Agreement shall be Filed in Form 3. Simultaneously, The Limited Liability Partnership shall an application about its conversion with ROC in form-14 along with Certificate of Incorporation. |
within 30 days of such approval for conversion
within 15 days from the date of its Registration |
| 7. | POST INCORPORATION OF LLP:
Open new Bank account and comply with all other regulatory authorities as and where applicable |
Author :CS Rani Jain, Ronak Jhuthawat & Co. ,Company Secretary in Practice from Udaipur and can be contacted at compliancerjac@gmail.com
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