1. On Conversion, all the members/shareholders of the company shall become partners of the LLP in the same proportion in which their capital accounts stood in the books of the company on the date of the conversion.
2. Company must file their Income tax returns & Annual returns upto date.
3. Consent of all the (Unsecured and/or Secured) creditors for the proposed conversion has been obtained (if any).
4. There should be no outstanding charge registered on the MCA Portal.
5. Minimum 2 Designated Partners is required out of which atleast 1 designated partner shall be an Indian Resident. Designated partner of the proposed LLP should be the director of Company which is to be converted in the LLP.
6. The Partners and Designated Partners can be same person.
Steps for Conversion of Private Limited Company into an LLP:
1. File RUN for availability of name with ROC
Attachments: Board Resolution passed by the Company for conversion into LLP attached with the RUN
2. After approval of RUN, Form -18 along with Form FiLLiP shall be filed to ROC
3. Form- 18 shall be filed with following Attachment(s):
a. Consent of shareholders (details of shareholders along with no of shares held) as per Third Schedule of LLP Act, 2008.
b. Statement of assets and liability of Company duly Certified by Auditor (Not more than 1 month older from the date of filing of forms).
c. Copy of acknowledgement of latest income tax return.
d. List of all the secured creditors, along with their consent.
e. Approval from any other body/authority, if any.
f. Consent from Shareholders for conversion of Company into LLP.
4. Form FiLLiP shall be filed with the following attachments:Subscriber sheet including consent of D.P. and Partners
1. Proof of Registered office Address with NOC of user to use the premises. Also Require Utility Bill not older than 2 months.
2. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner.
3. In principle approval of regulatory authority, if required.
4. Letter to ROC for Conversion Approval
5. Board Resolution for Conversion
5. After approval of Form FilliP, Registrar will issue a Certificate of Incorporation of LLP.
6. File Form- 3 along with LLP Agreement within 30 days of approval of Form FiLLiP.
Following Info. must require for filing of Eform FilliP:
1. Occupation of Proposed Partners/Designated Partners
2. Email ID of Proposed Partners/Designated Partners
3. Number of Shares held and Paid up value of shares held by Director/Shareholders
4. Permanent Residential Address and Present also (in case if differ from permanent address) of Proposed Partners/Designated Partners
5. Forms of Contribution and Monetary Value of Contribution by Proposed Partners/Designated Partners
6. Adhaar Card and PAN card Copy of Proposed Partners/Designated Partners (Self Attested)