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Checks for Conversion of Company into LLP

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Checks for Conversion of Company into LLP

 In case of conversion of Private Limited Company into LLP, all the shareholders of the        Company to be partners in the LLP. No one else can be partner in LLP

 Also there will be NO SECURITY INTEREST subsisting or in force at the time of                application in the assets of the Company.

 Every Designated Partner is required to obtain a DIN from the Central Government.

 All the E-FORMS which are required for the purpose of incorporating the LLP are filed        electronically through the medium of Internet, it is not possible to sign them manually.    Therefore, for the purpose of signing these forms, the Designated Partner of the              proposed LLP needs to obtain a Digital Signature Certificate (DSC) from government        recognized DSA’S.

 Whether up to date Income-tax return is filed under the Income-tax Act, 1961.

 Whether any prosecution initiated against or show cause notice received by the                company for alleged offences under the Companies Act, 1956.

 Whether any proceeding by or against the company is pending in any Court or Tribunal     or any other Authority.

 Whether any conviction, ruling, order, judgment of any Court, Tribunal or other                 authority in favour of or against the company is subsisting.

 Whether any clearance, approval or permission for conversion of the company into             limited liability partnership is required from anybody/ authority. Etc

PROCESS OF CONVERSION OF COMPANY INTO LLP

A Private Company may convert into LLP in accordance with the procedure prescribed in the Third Schedule. Process as given below:

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.

2. BOARD MEETING:
 Call meeting of board of Director.
 Pass Resolution for Conversion of Company into LLP.
 Pass Resolution to authorize any director to Apply for Name of LLP.

3. APPLICATION FOR NAME AVAIBILITY:
File e-form LLP-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:
 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
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:
 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)
 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:
 Statement of shareholders.
 Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
 Statement of Assets and Liabilities of the company duly certified as true and correct by     the auditor.
 List of all the Secured creditors along with their consent to the conversion.
 Approval of the governing council (In case of professional private limited companies)
 NOC from Income Tax authorities and Copy of acknowledgement of latest income tax        return.
 Approval from any other body/authority as may be required.
 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.

2. 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.

 STEPS OF CONVERSION:

S. NO. PARTICULAR REQUIREMENT
1. Apply for Din No. e-form DIR-3 with ROC-Process
2. Call BM- to change name – ending with

word LLP

3. File Form for Name approval with work

LLP

E-form LLP-1
4. ROC issue name approval certificate
5. Incorporation documents with registrar File e-form -2
6. Application of Conversion e-form – 18
7. LLP Agreement- within 30 days of

approval of above forms

e-form- 3(Attached LLP Agreement

 

PRESCRIBED FEES
(Annexure ‘B’ of the LLP (Concept) Rules and Forms,2008)

1. For registration of Limited Liability Partnership including conversion of a firm or a
private company or an unlisted public company into Limited Liability Partnership:

 

Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh  Rs. 500/-
Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs Rs. 2000/-
Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs Rs. 4000/-
Limited Liability Partnership whose contribution exceeds Rs. 10 lakh Rs. 5000/-

 

2. For filing, registering or recording any document, form, statement, notice, Statement
of Accounts and Solvency, annual returns, etc. by this Act or by this Rule required or
authorized to be filed, registered or recorded in respect of Limited Liability
Partnership:

 

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh  Rs. 50/-
(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs Rs. 100/-
(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs Rs. 150/-
(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakh Rs. 200/-

3. Fee for application or Inspection of documents or for obtaining certified copy thereof
shall be as under:-

 

(a) An application for reservation of name u/s 16  Rs. 200/-
(b) An application for direction to change the name

u/s 18

Rs. 10,000/-
(c) Application for striking off the name from the

Register

Rs. 500/-
(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakh Rs. 10,000/-
(e) Application for reservation of name by Foreign

Limited Liabity Partnership under Rule 18(4)

Rs. 5000/-
(f) Fees for inspection of documents kept by

Registrar

Rs. 50/-
(g) Fees for obtaining certified copy of:

(i) Certificate of Incorporation or Certificate of

registration of conversion of any LLP

(ii) Copy or extract of any document or any

attachment thereof to be certified by

Registrar

Rs. 50/-

 

 

Rs. 5/- per page or fractional part thereof

(h) Any other application Rs. 500/-