Conversion of Private Company Into LLP

Limited Liability Partnerships (LLP) are emerging ever since the introduction of the Companies Act, 2013.

The LLP is a separate legal entity, liable to the full extent of its assets but the liability of the partners is limited to their agreed contribution in the LLP. LLPs are preferred form of business as it is an alternative corporate business vehicle that provides the benefits of limited liability of a company and allows its members the flexibility of organizing their internal management on the basis of a mutually arrived agreement, as is the case in a partnership firm. In this article conversion process of Private Company into LLP is discussed:

PRE-REQUISITIES:

> Every member of the company must agree with the decision of conversion.

> 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.

> Not just the members, all the creditors of the company must also agree with the conversion.

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

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

> At least one balance sheet and annual return should have been filed by the company after its incorporation.

> The company should be having share capital.

> The company should not be a ‘Section 25 company’/ ’Section 8 Company under Companies Act, 1956/2013.

2. Meeting of Board of Directors of Company

• Call a meeting of the Board of Directors.
• Pass requisite Resolution for Conversion of Company into LLP.
• Requisite resolution to authorize any director to file all the necessary forms with MCA.

3. Application for Name Availability

The company will have to apply for reservation of name of LLP And GET NAME APPROVAL CERTIFICATE FROM ROC.

4. Filing of Incorporation Form with Required Documents

File E Form FiLLiP with ROC along with following Attachments:

• Address proof of the registered office of LLP. (for eg.: utility bill, NOC and proof of ownership)
• The subscription sheets.
• Consent to act as a designated partners and partners
• Identity and Resident proofs of designated partners and partners
• Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ designated partner.

5. Filing of Application for Conversion into LLP

Form 18 is the form for conversion of a company into an LLP. But it needs to be filed with Form for incorporation itself.

File E-FORM- 18 with ROC along with following ATTACHMENTS:

• Statement of the consent of shareholders (Mandatory)
• Statement of accounts of the company certified as true and correct by the independent auditor
• List of all the secured creditors along with their consent
• Copy of acknowledgement of latest income tax return (Mandatory)

6. Certificate of Incorporation as LLP from ROC:

After complying to all the formalities by the company and approved by the Ministry, ROC to issues a COI as to the conversion of LLP.

7. 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 an LLP

8. Filing of E-Form-3

This form provides information about the LLP Agreement entered into between the partners. This form is to be filed in 30 days from the date of conversion of the company into an LLP.

Attachment Required: LLP Agreement

9. 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

• Copy of Certificate of Incorporation (COI) of LLP.
• Copy of incorporation document submitted in E-Form FiLLiP to ROC