CONVERSION OF COMPANY INTO LIMITED LIABILITY PARTNERSHIP
A firm established under the Indian Partnership Act of 1932, a private company, or an unlisted public company constituted under the Companies Act may convert to an LLP through the enabling provisions of the LLP Act. Procedure in this regard is provided under Schedule II to Schedule IV of the Act and clause 58.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP
PRE-REQUISITES FOR CONVERSION OF COMPANY INTO LLP
There is no security interest in its assets subsisting or in force at the time of application
The partners of the LLP to which it comprises all the shareholders of the Company and no one else.
At least one balance sheet and annual return should have been filed by the Company after its incorporation.
No e-Forms should be pending for payment or processing in respect of the Company.
No open (unsatisfied) charges should be pending against the Company.
PROCEDURE OF CONVERSION AS PER COMPANIES ACT
Convene a Board Meeting to pass resolution for conversion of Company into LLP.
Reserve the name using RUN-LLP as available mca.gov.in (not mandatory as the same can be reserved along with application to incorporate LLP as well)
File form for incorporation of Limited Liability Partnership (FiLLiP).
FILE FORM-18
Upon approval of eFORM-18 itself, the status of the company will be changed to ‘Converted to LLP’.
FILE FORM 3
File Form 3 within thirty days of incorporation of LLP attaching the LLP agreement mentioning there in the terms and conditions of Limited Liability Partnership among the partners.
The following are some of the implications due to the conversion of a company into a LLP:
The private company is dissolved after conversion.
The name of the private limited company will remove from the register of the ROC.
The conversion will not affect existing liabilities, obligations, agreements, contracts and continued employment.
Company has to intimate all the authorities concerned about the conversion and make necessary changes in all the registrations and licenses.
FILE E-FORM -14 (INTIMATION TO ROC)
After receiving incorporation certificate of LLP it has to be filed within 15 days of the date of conversion.
Key Tag : LLP Company Registration | LLP Registration | Delhi NCR | India