Summary: Transitioning a company into a Limited Liability Partnership (LLP) requires adherence to specific prerequisites and a multi-step procedure. Prior to conversion, all company members must consent to the change and become LLP partners. No open charges should be pending against the company, and all past filings with the Registrar of Companies (RoC) must be up to date. Additionally, the latest income tax return needs to be filed, and consent from all creditors is mandatory. The conversion process begins with board and general meetings to pass resolutions for the conversion and authorize a director for the LLP’s name application. Subsequently, Form MGT-14 is filed within 30 days of the general meeting, attaching copies of relevant resolutions. A name application for the LLP is then submitted via RUN LLP, followed by obtaining the name approval certificate from the RoC. Incorporation documents, including Form FiLLiP, individual shareholder consents, address proofs, and creditor consents, are then filed. Concurrently, e-Form 18 is submitted with the RoC, accompanied by the latest income tax returns, shareholder declarations, and a recent auditor’s report. Upon obtaining the Certificate of Registration on Conversion, an LLP Agreement, detailing partner information, contributions, and profit-sharing, must be drafted and filed in e-Form 3 within 30 days. Finally, e-Form 14 is filed within 15 days of receiving the LLP’s incorporation certificate, along with copies of the Certificate of Incorporation and the incorporation documents submitted.
As per 56
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 filed by 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 there in along with the following Documents Required:
- LLP Agreement with stamp duty (1% of contribution).
12. Filing of E-Form – 14 (Intimation to ROC).
- After receiving incorporation certificate of LLP it has to be filed within 15 days of the date of conversion.
ATTACHMENTS OF E-FORM 14
1. Copy of Certificate of Incorporation (COI) of LLP.
2. Copy of incorporation document submitted in E-Form FiLLiP to ROC.
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