Benefits of Conversion of Private Limited Company to LLP:

  • Better option for fund raising
  • Great tax advantages as compared to companies
  • Less Compliances as compared to Company.

Eligibility for conversion of private companies into limited liability partnership:

A company may apply to convert into a limited liability partnership in accordance with procedure laid down in the LLP Act, 2008 and Rules made there under if and only if–

  1. There is no security interest in its assets subsisting or in force at the time of application; and
  2. The partners of the limited liability partnership to which it converts comprise all the shareholders of the company and no one else.
STEPS

Step-1 Conducting of Meeting of Board of Directors of the Company for Conversion of Company into LLP

The Board Meeting is required conducted for the purpose of passing the resolution for Conversion of Company into LLP and to authorize any director of the company to file application with registrar of companies for name availability of LLP.

Step-2 Make Application for Name Availability:

The next step after passing board resolution is to make application for name availability in RUN form of LLP along with board resolution passed by the Company approving the conversion into LLP and obtain name approval certificate from CRC.

Step-3 Filling of Incorporation Documents of LLP:

The next step after LLP name approval is to file Form FiLLiP along with LLP Form18 for incorporation and conversion along with all necessary attachments as listed below:

  • Statement of shareholders.
  • Incorporation Documents & Subscriber Sheet.
  • 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.
  • Copy of acknowledgement of latest income tax return.

After all formalities and filings been complied with by the applicants and approved by the Registrar of Companies issue the Certificate Of Registration in form no. 19 as to conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP.

Step-4 Filling of LLP Agreement in Form 3:

LLP Agreement signed by all the partners of the LLP to be filed in e-form 3 of the LLP within 30 days of incorporation.

Documents

Documents Required for Conversion of Private Limited Company to LLP:

  • List of Directors and Shareholders.
  • 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.
  • Copy of acknowledgement of latest income tax return.
  • Consent to act as Designated Partners.
  • Id and address proof of proposed Designated Partners.
  • NOC and Address proof for registered office address of the LLP.
  • Digital Signature (DSC) of anyone Directors of the Company.