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Home / Convert into LLP / Convert Private into Limited Liability Partnership / Convert Private Procedure

Convert into LLP

Step I Deciding the Partners and Designated Partners
 

A Private Company desires to convert its status to LLP Form shall foremost decide the designated Partners of the proposed LLP, as only the members can be the Partners of the converted LLP and of these members of the company at least two Partners would be the Designated Partners.. In case of Body Corporate who was the member of the Company, desires to act as designated partner of LLP, in that case their nominee can be appointed as the designated Partners.

Parameters for deciding Designated Partners:

  1. Minimum of Two Individuals as Designated Partners, of total no. of Partners.
  2. Atleast One Designated Partner to be Resident Indian.

In case of conversion of Private Limited Company into LLP, all the shareholders of the Company to be partners in the LLP and no one else and also there will be no security interest subsisting or in force at the time of application in the assets of the Company.

A person ‘Resident in India’ means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one year. (Explanation to Section-7())

‘Designated Partner’ means a partner who is designated as such in the incorporation documents or who become a designated partner by and in accordance with the Limited Liability Partnership Agreement.

Step II Obtaining DPIN No. & Digital Signature
 

Director Identificaton Number: Every Designated Partner is required to obtain a DIN from the Central Government. If a person already has a DIN, the same can be used for forming LLP.

The DIN can be applied online at (http://www.mca.gov.in/MCA21/Din.html).

Digital Signature Certificate: All the forms like eForm 1, eForm 2, eForm 3 etc which are required for the purpose of incorporating the LLP are filed electronically through the medium of Internet, it is not possible to sign them manually. Therefore, for the purpose of signing these forms, the Designated Partner of the proposed LLP needs to obtain a Digital Signature Certificate (DSC) from government recognized DSA’s.The signatures shall also be required for signing and filing of all relevant forms and documents to be filed, annually or event based after incorporation of the LLP, asking for approvals or as intimation

Likewise the manual signatures, digital signature certificates are individual specific and no partner to obtain more than one.

Step III Checking the Name Availability
 

The next step is to make an application in eForm 1 of Rule 18(5) of the Limited Liability Partnership Act 2008, for reservation of the desired name of the LLP on payment of the prescribed fees.

A Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form. It is not necessary to file the LLP Agreement at the time of incorporation, it can also be filed within 30 days of the incorporation

Step IV Drafting of LLP Agreement
 

The next pertinent step is drafting of Limited Liability Partnership Agreement governing the mutual rights and duties among the partners and among the LLP and its partners.

The basic 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 the LLP

It is not necessary to have the LLP Agreement signed at the time of incorporation, as the details of the same needs to field in eform 3 within 30 days of incorporation but in order to avoid any dispute between the partners as to the terms & conditions of the agreement after the conversion into LLP, it is always beneficial to have the LLP Agreement drafted and executed before the incorporation of the LLP

Step V Filing of Incorporation Documents
 

Next is the filing of Incorporation documents, and declaration electronically through the medium of e-forms prescribed with the Registrar of LLP for incorporation of the LLP on payment of prescribed fees based on the total monetary value of contribution of partners in the proposed LLP.

Key points:

  • Filling will be done on www.llp.gov.in
  • Digital Signature is required for all the Designated Partners.

eForm 2: Incorporation Document This is an informative document setting down the details of LLP, its Partners including designated partners along with their amount of contribution and consent for forming a Limited Liability Partnership to carry on a lawful business with profit motive along with declaration stating that all the requirements of Limited Liability Partnership Act, 2008 regarding incorporation of LLP in India have been complied with.

Subscription Sheet: Just like in case of Company formation, the partners are required to subscribe their names along with signatures to the subscription sheet, which shall be witnessed by any chartered Accountant/Company Secretary/Advocate in practice.

In case the subscription sheet is executed outside India, than it must be notarized and consularized, for more information check “Incorporation of LLP” under FAQ’s

Step VI Filing of Conversion Application
 

Application for conversion in eForm 18 to be submitted by the Shareholder of the Company covering name, registration number and date of Incorporation of the Company, consent of all shareholders of the Company along with following details:

  • Whether any security interest in the assets of the company is subsisting or in force
  • Whether up to date Income-tax return is filed under the Income-tax Act, 1961.
  • Whether any prosecution initiated against or show cause notice received by the company for alleged offences under the Companies Act, 1956.
  • Whether any proceeding by or against the company is pending in any Court or Tribunal or any other Authority.
  • *Whether any conviction, ruling, order, judgment of any Court, Tribunal or other authority in favour of or against the company is subsisting.
  • Whether any clearance, approval or permission for conversion of the company into limited liability partnership is required from any body/ authority. etc

All the eforms will be digitally signed by any Designated partner and shall be certified by an advocate/company secretary/chartered accountant/cost accountant in practice engaged in the formation of LLP.

Step VII Certificate of Registration
 

On all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar of LLP to issue a Certificate of Registration as to conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP.

In the event, Registrar has refused the registration, the applicant company, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal.

eForm 3: Details of LLP Agreement

This form provides for the necessary information in respect to the LLP Agreement entered into between the partners.

eForm 4: Consent of Partners

Consent of each partner to become a partner of Limited Liability Partnership to be filed with the Registrar of LLP

Step VIII Information to Registrar of Companies
 

Converted Limited liability partnership to file within fifteen days of the date of registration, information to the concerned Registrar of Companies with which it was registered under the provisions of the Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability partnership in eForm 14 within 15 days of conversion into LLP.

List of documents required

  • eForm 1-Name Availability Application
  • eForm 7-Application for Designated Partners Identification Number
  • eForm 2-Incorporation Document
  • eForm 18-Application for Conversion
  • eForm 3- Details of LLP Agreement
  • eForm 4-Consent of Partners
  • eForm 14- Intimation of conversion to Registrar of Companies
  • Subscription Sheet
  • LLP Agreement duly stamped as per relevant Stamp Act of the State.
  • Proof of Address of Registered Office
  • Consent of partners
  • Statement of shareholders
  • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor
  • List of all the unsecured creditors along with their consent.

 

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