Checklist of Procedure and Documents for conversion of Company to LLP:
Checklist of Procedure and Documents for conversion of Company to LLP:
Meaning:- LLP stands for Limited Liability Partnership. It is an alternative corporate business form that offers the benefits of limited liability to the partners at low compliance costs. It also allows the partners to organize their internal structure like a traditional partnership. A limited liability partnership is a legal body, liable for the full extent of its assets. The liability of the partners, however, is limited. Hence, LLP is a hybrid between a company and a partnership. It is not the same as limited liability company LLC.
Process & Documents:-
2. Number of designated
partners should be atleast 2. The
shareholders should be designated partner of
LLP
3. Meeting of Board of Directors of Company
Call a meeting of the
Board of Directors.
- Pass requisite Resolution
for Conversion of Company into LLP.
- Pass requisite Resolution to
authorize any director to file all the necessary forms with MCA.
- Requisite resolution to
authorize any director to file all the necessary forms with MCA.
4. The company will have to apply for reservation
of name of LLP and Get Name Approval Certificate from ROC.
5. File E Form FiLLiP with
ROC along with following Attachments:
- Address proof of the
registered office of LLP.
- The subscription
sheets.
- Consent to act as a
designated partners and partners
- Identity and Resident proofs
of designated partners and partners
- Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ designated partner.
6. Filing of Application for Conversion into
LLP
Form 18 is the form for conversion of a company into an LLP. But it needs to be filed with Form for incorporation itself.
This form
has information about the conversion of the company into LLP such as:
- Whether all the shareholders
of the company have given their consent for the conversion of a company
into the LLP.
- If all the partners of the
LLP comprise all the shareholders of the company and no one else.
- An up to date Income-tax
return is file as per Income tax act, 1961.
- Documents including the
latest balance sheet and annual returns under the Companies Act, 2013
filed with MCA.
- Validating if any
conviction, ruling, order, a judgment of any Court, Tribunal or other
authority in favour of or against the company is subsisting as on date?
- Getting to know regarding
any security interest in the assets of the company is subsisting or still
in force.
- Whether any earlier
application for conversion of the said company into limited liability
partnership was refused by the Registrar.
- If there is presence of any secured creditors.
File E-FORM-
18 with ROC along with following ATTACHMENTS:
- Statement of the consent of
shareholders (Mandatory)
- Statement of accounts of the
company certified as true and correct by the independent auditor.
- List of all the secured
creditors along with their consent
- Copy of acknowledgement of
latest income tax return (Mandatory)
7. After complying with all the formalities by the company and
approved by the Ministry, ROC to issues a COI as to the conversion of LLP.
8. Drafting of Limited Liability Partnership Agreement
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 an LLP
9. Filing
of E-Form-3
This form provides information about the LLP Agreement entered into between the partners. This form is to be filed in 30 days from the date of conversion of the company into an LLP.
10. Filing of 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.
ATTACHMENTS
OF E-FORM 14
- Copy of
Certificate of Incorporation (COI) of LLP.
- Copy of
incorporation document submitted in E-Form FiLLiP to ROC.
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