Conversion of Unlisted Public Company to LLP: A Guide

• Filing of the ITR, Annual returns and financial statement its must be updated with the Registrar of the companies till the financial year before the date of conversion.
• As per the latest audited financials, the long-term borrowing has not be reflected in Balance sheet.
• There is no loans are outstanding in the financial statement from the bank and financial statement.
• If any NOC is required from the any sectoral regulator need to be obtained from the said authority.
• No charge should be open at the time of conversion

• The name of the company shall be removed from the register of the Registrar of Companies.
• That Right, assets, liabilities, all tangible and intangible property and whole of the undertaking.
• If any proceeding are pending before the any court of law or tribunal on the date of conversion shall be continue after the conversion.
• Every contract of employment shall be continue in force on or after the date of conversion.

Step: 2 Board shall be held and Following proposal should be placed for approval.

(i) Take approval of BOD for conversion of Company into LLP.

(ii) Passing of board resolution for authorize any company secretary or any director of the company.

Step: 3 Apply for the Digital Signature:

Step: 4 Apply for Name Reservation

Step: 5 Filing of Form Fillip

After taking the approval from the CRC along with following information the Form FiLLiP Should be filed:

(i) Name of LLP

(ii) Full address of Registered office

(iii) Main objects of LLP

(iv) Name of the office of Registrar in which the Proposed LLP to be registered.

(v) Total no. of designated partner and/or Partners.

(vi) Complete details of the designated partners.

(vii) Monetary value of contribution by the Each partners.

(viii) Certification from the CS/Advocate/CA/CMA that requirements of LLP Act, 2008 and rules made there under have been complied.

Step: 6 Filing of Form 18:

Application for conversion shall be filed along with the following attachments:

1. Statement of assets & liabilities of the company duly certified by a Chartered Accountants in Practice;

2. List of Creditors along with their consent for conversion;

3. Consent of all shareholders for conversion;

4. Approval from any other body/authority as may be required;

5. Statement of Partners;

6. Copy of Acknowledge of Latest Income Tax Return;

7. Copy of MOA/AOA;

8. Certified True Copy of Board Resolution;

9. Latest Audited Financial Statements of the company;

10. Certificate from Chartered Accountant that the company is not engaged in NBFC activities and the company if converted into LLP, the proposed LLP shall not be engaged in NBFC activities’

11. Declaration from the directors of the company that all the requirements regarding conversion of company into LLP have been complied with.

Step: 7 Approval/Sent for Re-submission/Refusal by the Registrar:

The Registrar, on satisfying that company has complied with the provision of the Fourth Schedule, the LLP Act, The Companies Act and rules made there under, He shall register the documents submitted and issue a Certificate of Incorporation pursuant to conversion of company into LLP.

However if the registrar has a reasonable ground to believe that the documents filed are not proper or he requires some additional documents then he can ask the applicant for providing the same.

If the Registrar has a reasonable ground to believe that the application for conversion filed is improper or the company fails to comply with the provisions of the LLP Act, 2008, Companies Act, 2013, the Schedule 4 of LLP Act, 2008 and LLP Rules, 2009 regarding conversion, He can reject the application mentioning reason of rejection.

An appeal may be made before the Tribunal in case of refusal of registration by the Registrar.

STEP 8: Intimation to the Registrar of Companies:

The LLP shall within 15 (Fifteen) days from the date of conversion intimate about such conversion to the registrar of companies.

STEP 9: Drafting and Execution of LLP Agreement:

LLP Agreement shall be drafted, the contents of LLP Agreements shall be following:

1. Name of LLP;

2. Full address of Registered office of the LLP;

3. Main Business activities of LLP

4. Profit/Loss Sharing Ratio;

5. Amount and Form of Contribution by each partner;

6. Rights and Duties of partners;

7. Rules Governing LLP;

8. Jurisdiction of court in case of dispute arises;

9. Date and place of execution of agreement

STEP 10: Filing of form LLP-3 (LLP Agreement):

Form LLP 3 shall be filed with Registrar within 30 days from the date of conversion of company into LLP. There shall be only one attachment in form LLP-3 viz. LLP Agreement.

STEP 11: Apply for allotment of Pan Card Number of LLP:

Application for allotment of Pan Card number shall be made by LLP.

(ii) Consent of designated partners to act as designated partners.

(iii) ID Proof of all the designated partners (viz. Aadhar card/ voter ID/ PASSPORT)

(iv) PAN of all designated partners.

(v) Utility bills of the premised where registered office to be situated

(vi) Certified copy of MOA/AOA