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LLP Conversion

CONVERSION TO LIMITED LIABILITY PARTNERSHIPS (LLP) UNDER THE LLP ACT

The LLP Act encompasses provisions that enable the conversion of firms established under the Indian Partnership Act, 1932, as well as private or unlisted public companies incorporated under the Companies Act, into LLPs. The procedure for conversion is delineated within clauses 58 and Schedules II to IV of the Act.

Pre-requisites for Conversion from Company to LLP

  • Absence of security interests in the company's assets at the time of application.
  • All shareholders of the company must become partners in the LLP.
  • No pending e-Forms for payment or processing related to the company.
  • No outstanding (unsatisfied) charges against the company.
  • Submission of at least one balance sheet and annual return post-incorporation.

Conversion Procedure as per Companies Act

  1. Convene a Board Meeting to pass a resolution for the conversion of the company into an LLP.
  2. Reserve the LLP's name using RUN-LLP available on mca.gov.in (not mandatory as it can be reserved along with the LLP incorporation application).
  3. File the form for LLP incorporation (FiLLiP).
  4. File Form-18.
  5. Upon approval of Form-18, the company's status changes to 'Converted to LLP'.
  6. File Form 3 within thirty days of LLP incorporation, attaching the LLP agreement outlining the terms and conditions among partners.

Implications of Conversion to LLP

  • Dissolution of the private company post-conversion.
  • Removal of the private limited company's name from the ROC register.
  • Continued existence of liabilities, obligations, agreements, contracts, and employment terms.
  • Notification of conversion to relevant authorities and updates to registrations and licenses.

Filing E-Form-14 (Intimation to ROC)

Submission of E-Form-14 within 15 days of receiving the LLP incorporation certificate.

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