Convert into LLP Prepared by: www.llponline.

in (Indian LLP Encyclopedia)

Step 1: Deciding the Partners and Designated Partners 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. Step II: Obtaining DPIN and Digital Signature: Section 7 (6) of LLP Act 2008, provides that every Designated Partner to obtain a DPIN from the Central Government. Every Designated Partner requires Digital Signature for being registered as Business user. 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. Step III: Checking the Name Availability for LLP 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. Name 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 containing the basic content in respect of 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. In case no agreement is entered into, the rights & duties as prescribed under Schedule I to the LLP Act shall be applicable Step V: Filing of Incorporation Document Next is the filing of Incorporation documents (e Form 2), consent of Partners (e Form 4), LLP Agreement (e Form 3) and declaration electronically through the medium of e-forms prescribed with the Registrar of

Companies 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 on: • • • • Filling will be done on Designated Partner who would be signing all the forms need to register as business user Digital Signature (DSC) is necessary for registering as Business user LLP portal does not accept DSC from token at time of registration as business user, you need to export the public key of the DSC on the system and register the same. To know more, check out the Digital Signatures 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 specified details regarding security interest in the assets of the Company, prosecution by or against the Company, Income Tax returns and other specified details. Step VI: Certificate of Registration On all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar of Companies to issue a Certificate of Registration as to formation 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. Step VI: 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. To know more about Conversion & LLP in India log in to Our Services: LLP Formation/Registration, Procuring DPIN & Digital Signature, Drafting LLP Agreement, Converting existing business into LLP, Business set-up services and plethora of other services

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