Procedure for Conversion of Private Company Into LLP


Procedure for Conversion of Private Company Into LLP

STEP1:-  Notice of Calling Board Meeting for Board approval for conversion. The notice shall be given at least 7 days prior to the date of Board Meeting.

STEP 2:-  Hold Board Meeting and approve the conversion and authorize any director to file forms.

STEP 3:-Check availability of Name of proposed LLP.

STEP 4:- File Form1LLP for application for reservation of name. Copy of  Board Resolution  for conversion of company into LLP. If the proposed name is approved, it will be available for 3 months.

STEP 5: Draft necessary documents (attachments) and get them signed by the designated partners or partners.

STEP 6:   File Form2LLP for submission of incorporation documents and subscriber’s statement.
a.Copy of resolution on the letterhead of the body corporate, where the appointed partner is a body corporate, to become a partner in the proposed LLP and a copy of resolution/ authorization of such body corporate also on a letterhead mentioning the name and address of an individual nominated to act as nominee/designated partner on its behalf.
b.Proof of address of registered office of LLP
i.NOC from the owner
ii.Utility Bill :- Electricity Bill/ Telephone Bill/ Gas bill/ Mobile Bill        (The utility bill should not older than 2 months)
iii.Rent Deed or Registry copy of address.
c.Subscribers' sheet including consent to act as a designated partner/ partner.
d.In principle approval of regulatory authority, if required
e.Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner
f.Name approval letter

STEP 7: File Form18LLP for application and statement for conversion of a private company into LLP
a.Statement of Shareholder of the company.
b.Statement of accounts of the company duly certified as true and correct by the auditor.
c.List of all the secured and unsecured creditors along with their consent.
d.Approval from any other body/ authority (Mandatory in case applicable approvals from the concerned body/ authority or authorities is required and have been obtained)
e.Copy of acknowledgement of latest income tax return.
f.Challan of Last annual filing of the company. Form 18LLP and Form 2LLP shall be filed together. When these forms will be approved, then ROC shall issue a Certificate of Registration of conversion.
STEP 8: File Form 14 (Company form download) for intimating the Registrar of firms/Registrar of Companies for conversion of company into LLP. Form 14 shall be filed within 15 days from the date of issue of certificate of Registration of conversion.

STEP 9: File Form 3LLP for information with regard to LLP agreement. Form 3LLP shall be filed within 30 days from the date of issue of certificate of Registration of conversion. LLP agreement should be stamped as per the Stamp Act applicable to the state (Rs. 500/- in case of Rajasthan) and every page should be notarized.
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