“Guide to Converting Company into LLP: Notices & Resolutions Format – Essential steps and legal requirements for a seamless transition.”
Conversion of Company Into LLP (MGT-14 Notice of Board Meeting & Board Resolution And EGM Notice & EGM Resolution)
_(DATE)_______ ( MENTION 07 DAYS BEFORE OF BM DATE )
To
All Directors
Sub.:- NOTICE of Board Meeting.
Sir,
NOTICE is hereby given that a Meeting of the Board of Directors of the Company will be held on __day, __Day of _____, 2022 at ___ AM/PM at the registered office of the Company to consider following matters.
1. To approve minutes of previous Board Meeting.
2. To consider conversion of company into LLP
3. To decide day, date, time and place for convening Extra Ordinary General Meeting for seeking consent of the shareholders to convert company into Limited Liability Partnership.
Any other matter with the permission of the Chairman.
All Directors are requested to make it convenient to attend the meeting.
For ___________ PRIVATE LIMITED
( SIGN BY ANY ONE DIRECTOR)
DIRECTOR
1. ________________
2. _________________
(MENTIONED ALL THE DIRECTORS NAME HERE)
BOARD RESOLUTION
CONVERSION OF COMPANY INTO LLP
“RESOLVED THAT Company do get converted into LLP in the name and style of _____________ PRIVATE LIMITED subject to consent of shareholders of the Company.”
“RESOLVED THAT any One Director of the company be and is hereby authorized to take all necessary actions that may be required in this regard.”
CONVENING EXTRA ORDINARY GENERAL MEETING
“RESOLVED THAT an Extra Ordinary general meeting be convened to adopt the resolution for conversion of company into Limited Liability Partnership(LLP) on, ___ Day of ____, 2023 at the registered office of the company at ___A.M./ P.M., draft notice for Extra ordinary General Meeting placed on the table and initialed by the Chairman for the purpose of identification be and is hereby approved and Chairman be and is hereby authorized to send the notice to all the shareholders and others entitled to receive such notice.”
“RESOLVED FURTHER THAT on adoption of Resolution for conversion of company into Limited Liability Partnership any one director of the company be and is hereby authorized to take all necessary actions that may be required in this regard.”
For ___________ PRIVATE LIMITED
( SIGN BY ANY ONE DIRECTOR)
DIRECTOR
___(NAME)_____________
NOTICE OF EGM ( MENTION 21 DAYS BEFORE OF EGM DATE )
SPECIAL BUSINESS:
To consider and if thought fit to pass the following resolution with or without modifications as a Special Resolution.
“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 read with the applicable rules and Section 56 read with Schedule Third of the Limited Liability Partnership Act, 2008, consent of the shareholders of the company be and is hereby given to convert the Company into LLP in the name and style of ___________ LLP.”
Registered Office- By Order of the Board
_____________________(ADDRESS),
Director
Date:
Place:
Note:
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY AND PROXY MUST BE A MEMBER. PROXY IN ORDER TO BE EFFECTIVE SHOULD REACH AT THE REGISTERED OFFICE OF THE COMPANY BEFORE 48 HOURS OF THE SCHEDULED MEETING TIME.
A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. HOWEVER, A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS A PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
An explanatory statement pursuant to section 102 is attached herewith.
EXPLANATORY STATEMENT
Company discussed the pros and cons of company vice versa LLP and decided to convert company into LLP. Consent of shareholders is required for such conversion.
Necessary resolution is placed in the notice for your approval.
Board recommends the resolution for approval.
None of the directors is interested in the resolution.
Date:
By Order of the Board
Place:
Director
EGM RESOLUTION
CONVERSION OF COMPANY INTO LLP
“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 read with the applicable rules and Section 56 read with Schedule Third of the Limited Liability Partnership Act, 2008, consent of the shareholders of the company be and is hereby given to convert the Company into LLP in the name and style of ________________ LLP.”
For ___________ PRIVATE LIMITED
( SIGN BY ANY ONE DIRECTOR)
DIRECTOR
(NAME) ________________
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