Procedure For Conversion of Private Company Into LLP

PRE-REQUISITIES:

> Every member of the company must give their consent for conversion of Company into LLP.

> All the members become the partners of an LLP and no one else.

> The latest copy of Income tax return is to be filed with ROC.

> Consent require from all the creditors (if any) of the company for the conversion of Company into LLP.

> Under Companies Act, no prosecution should have been initiated procedure to be followed

> No open (unsatisfied) charges should be pending against the company.

> All the pending forms and returns are required to be filled up to date with the RoC.

PROCEDURE :

1. BOARD MEETING:

• Call meeting of Director.
• Pass Resolution for Conversion Private Company into LLP.
• Pass Resolution to authorize any Director to Apply for Name of LLP.

2. GENERAL MEETING

• Pass Resolution for Conversion Private Company into LLP.

3. File Form MGT-14:

File form MGT-14 within 30 days from passing resolutions in general meeting.

ATTACHEMENT:

• Copy of Board Resolutions, Members resolutions and notice of General Meetings

4. APPLY FOR NAME APPLICATION:

FILE RUN LLP with ROC.

ATTACHEMENT:

1. Copy of Board Resolution

2. Object Clause

5. OBTAIN NAME APPROVAL CERTIFICATE FROM ROC.

6. FILLING OF INCORPORATION DOCUMENTS WITH ROC:

LLP Form Fillip: Incorporation document and subscriber’s statement filedby the partners along with the following Documents Required:

• Individual Consent/ Statement from Shareholders.
• Proof of address of registered office of LLP (Light Bill or MTNL Bill not older than 2 months)
• Subscribers’ sheet
• Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner (if applicable)
• NOC from Owner for registered office address.
• Consent/ Statement from Creditors.
• Copy of Board Resolutions, Members resolutions and notice

7. FILLING OF APPLICATION FOR CONVERSION

     FILE E-FORM- 18 with ROC along with following Documents Required

• Income Tax Returns (Latest)
• Declaration by shareholders
• Auditor Report, Profit & loss Account and Balance sheet as per Schedule III along with Notes (As on Date) not older than 30 days from filing Forms.
• List of all the secured creditors along with their consent.

8. OBTAIN CERTIFICATE OF REGISTRATION ON CONVERSION.

9. LLP Agreement signed at the time of incorporation, as the details of the same needs to field in e-form 3 within 30 days of Certificate of Registration.

10. 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

11. Filling of LLP FORM-3

Information with regard to limited liability partnership agreement and changes, if any, made thereinalong with the following Documents Required:

• LLP Agreement with stamp duty  (1% of contribution).