CHECKLIST FOR CONVERSION OF A PRIVATE COMPANY INTO LLP

SR. NO.

HEADING

1.

Prerequisites for conversion

PARTICULARS

1. No-Pending of E-forms filed by Company. 2. No Charges should subsist at MCA site 3. One financial year must over after incorporation of the Company 4. Update filing of all forms and returns as on date 5. Update - income tax filings as on date 6. No pending of any prosecution or show cause notice against Company 7. If Company has creditors than NOC from unsecured creditors 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. 2. Call Board Meeting

3.

Apply for Name

4. Draft LLP Agreement

5.

File Incorporation Documents with ROC

6.

Call Board Meeting for 1. Conversion of a Company into LLP, 2. Name change & authority to director for name application. Apply for name availability in e-Form 1 along with a certified copy of Board resolution. After ROC approves name draft LLP agreement. 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 e-form 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. File Incorporation documents with registrar in eForm 2 along with:  Proof of Address of Registered office of LLP.  Subscription sheet signed by the promoters.  (Notice of Consent & Appointment of Designated Partners with their personal details)  Board resolution authorizing conversion  Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner File application of conversion in e-Form 18 along with: 1. Statement of shareholders.

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File conversion Documents with ROC

7.

File LLP agreement

8. Intimation to ROC for Conversion Into LLP

9.

2. Incorporation Documents & Subscribers Statements in Form 2 filed electronically. 3. Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor. 4. List of all the Secured creditors along with their consent to the conversion. 5. Approval of the governing council (In case of professional private limited companies) 6. NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return. 7. Approval from any other body/authority as may be required. 8. Particulars of pending proceedings from any court/Tribunal etc. File LLP Agreement entered into between the partners in e-Form 3 within 30 days after the issue of certificate of conversion by ROC If incorporation certificate is issued by department; then file intimation of Conversion to Registrar in eForm 14 within 15 days of the date of registration of the LLP along with:  Copy of Certificate of Incorporation of LLP formed. On and from the date specified in the certificate of registration issued by the Registrar, LLP is registered and

Effect of Conversion

a) there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act; b) all tangible (movable or immovable) and intangible property vested in the firm or the company, as the case may be, all assets, interests, rights, privileges, liabilities, obligations relating to the firm or the company, as the case may be, and the whole of the undertaking of the firm or the company, as the case may be, shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and c) the firm or the company, as the case may be, shall be deemed to be dissolved and removed from the records of the Registrar of Firms or Registrar of Companies, as the case may be.

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PROCESS OF CONVERSION OF COMPANY INTO LLP 1. OBTAIN DIN: Earlier there was Concept of DPIN, which has been abolished therefore. Now obtain DIN for those designated partners who don’t posses DIN already. (Process for obtaining Din given in my earlier Article). 2. BOARD MEETING: o

Call meeting of board of Director.

o

Pass Resolution for Conversion of Company into LLP.

o

Pass Resolution to authorize any director to Apply for Name of LLP.

3. APPLICATION FOR NAME AVAIBILITY: File e-form INC-1 with ROC. Attachments: Board Resolution Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form 4. OBTAIN NAME APPROVAL CERTIFICATE FROM ROC 5. DRAFTING OF LIMITED LIABILITY PARTNERSHIP AGREEMENT: Contents of Agreement are: o

Name of LLP

o

Name of Partners & Designated Partners

o

Form of contribution

o

Profit Sharing ratio

o

Rights & Duties of Partners

o

Proposed Business

o

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. 6. FILLING OF INCORPORATION DOCUMENTS: File E-Form- 2 with ROC along with following ATTACHMENTS: o

Proof of Address of Registered office of LLP.

o

Subscription sheet signed by the promoters.

o

(Notice of Consent & Appointment of Designated Partners with their personal details)

o

Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner

7. FILLING OF APPLICATION FOR CONVERSION: File E-FORM- 18 with ROC along with following ATTACHMENTS: o

Statement of shareholders.

o

Incorporation Documents & Subscribers Statements in Form 2 filed electronically.

o

Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.

o

List of all the Secured creditors along with their consent to the conversion.

o

Approval of the governing council (In case of professional private limited companies)

[email protected] +91 99132 12612

o

NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.

o

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

o

Particulars of pending proceedings from any court/Tribunal etc.

1. After all formalities and filings been complied with by the applicants and approved by the Ministry, REGISTRAR OF LLP TO ISSUE A CERTIFICATE OF REGISTRATION in form no. 19 as to conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP. 9. FILLING OF E-FORM-3: This form provides information in respect to the LLP Agreement entered into between the partners. ATTACHMENT: LLP Agreement 10. CERTIFICATE OF INCORPORATION AS LLP FORM ROC. 11. FILLING OF E-FORM-14: (INTIMATION TO ROC) 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 with which it was registered under the provisions of the Companies Act, 2013 (1 of 2013) about the conversion and of the particulars of the limited liability partnership in eForm 14 within 15 days of conversion into LLP. ATTACHMENTS OF E-FORM 14 o

Copy of Certificate of Incorporation of LLP formed.

o

Copy of incorporation document submitted in Form 2

STEPS OF CONVERSION:

S. NO.

PARTICULAR

1.

Apply for Din No.

2.

Call BM- to change name – ending with word LLP

3.

File Form for Name approval with work LLP

4.

ROC issue name approval certificate

5.

Incorporation documents with registrar

6.

Application of Conversion

7.

LLP Agreement- within 30 days of approval of above forms

8.

If incorporation certificate is issued by department; then

9.

Intimation of Conversion to Registrar

[email protected] +91 99132 12612