Explore the checklist and step-by-step procedure for converting a private limited company into an LLP under Section 56 of the LLP Act, 2008. Check eligibility criteria, required documents, and ensure a smooth conversion process.
> PROCEDURE FOR CONVERSION OF PRIVATE LIMITED INTO LLP
1. APLLICABLE PROVISIONS:
I) Section- 56 of Chapter X of the LLP Act, 2008 read with rule 39 and Schedule III:
(Conversion from Private Company into LLP)
2. ELIGIBILITY:
I) A company may convert into a limited liability partnership by complying with the requirements as to the conversion set out in Schedule III.
II) a company may apply to convert into a limited liability partnership in accordance with this Schedule IF AND ONLY IF:
a. THERE IS NO SECURITY INTEREST IN ITS ASSETS SUBSISTING OR IN FORCE AT THE TIME OF APPLICATION;
AND
b. THE PARTNERS OF THE LIMITED LIABILITY PARTNERSHIP TO WHICH IT CONVERTS COMPRISE ALL THE SHAREHOLDERS OF THE COMPANY AND NO ONE ELSE. **
** If any shareholder does not want to become a partner of the LLP then the remaining shareholders of the converting Company will acquire the entitlement of the dissenting shareholder.
III) Upon such conversion, the company, its shareholders, the limited liability partnership into which the company has converted and the partners of that limited liability partnership shall be bound by the provisions of Schedule that are applicable to them.
> STEP WISE PROCEDURE TO BE FOLLOWED:
1. Hold Board Meeting to get the approval of the Board for the conversion of the Private Limited Company into LLP and then apply for the name of proposed LLP by filing RUN-LLP. Attach the Board Resolution and proposed object clause with the name availability application.
2. Call and hold the General Meeting (AGM/EGM) and pass the Special Resolution and take the approval of the entire shareholders for the proposal to convert the Company into a LLP.
3. File Form- FiLLip and file Form 18 regarding Application & statement for Conversion of a private Company into LLP.
4. If the registrar is satisfied, he will issue a Certificate of registration under his seal in Form 19.
5. As per rule 33 of the LLP Act, For the purposes of the proviso to sub-section (1) of section 58 of the Act, After Receiving Incorporation Certificate, Limited liability partnership to file within 15 (fifteen) days of the date of registration, information to the concerned Registrar of Companies about the conversion and of the particulars of the limited liability partnership in e -Form 14 LLP.
6. File E -Form 3 LLP with the LLP Agreement and E -Form 4 LLP with the details of the Partners with the Registrar of LLP within one month of the registration of Company as LLP.
> DOCUMENTS FOR THE CONVERSION OF THE COMPANY INTO LLP.
|
Sr. |
List of Documents required |
| No. | |
| 1. | Board Resolution for Conversion of Company into LLP. |
| 2. | Copy of Notice, Explanatory Statement of the EGM |
| 3. | Certified True copy of the minutes of the EGM |
| 4. | Proof of service of notice of EGM to the shareholders |
| 5. | Consent of all shareholders. |
| 6. | Copy of the latest ITR |
| 7. | Details of any case pending before any Court, Tribunal or any other Authority |
| 8. | Statement of Assets & Liabilities of the Company duly certified as correct and true by the Auditor. |
| 9. | List of all the secured creditors along with their consent for conversion, if any |
| 10. | Clearance, approval or permission for conversion of the company into LLP is required from anybody/Authority, if any |
| 11. | Any conviction, ruling, order, judgment of any court, Tribunal or other Authority in favor or against the company subsisting |
| 12. | Any prosecution, initiated against or show cause notice received by the Company for alleged offences under the Companies Act, 2013 |
| 13. | Any earlier application for conversion of the said Company into LLP was refused by the Registrar |
| 14. | Proof of address of registered office of the LLP (for eg: utility bill, NOC and proof of ownership) |
| 15. | Subscribers Sheet including consent |
| 16. | Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner |
Author Bio
Requirement of Filing of E-Form 14 is omitted,