Conversion of Company into Limited Liability Partnership
A Company may convert itself into Limited Liability Partnership (LLP) as it provides features of both a company and partnership, thereby providing more flexibility for business operations. It provides benefits such as no limit on capping of borrowings and advancement of loans, no restriction on related party transactions, no requirement to maintain statutory registers, no compulsion on holding board meetings/general meetings, less compliance costs etc.
LLPs are a preferred business model because they are an alternative to the corporate business vehicle, which provides the benefits of limited liability, while also allowing its members the flexibility to organize their internal management on the basis of a mutually agreed agreement, as in a partnership firm.
Eligibility for Conversion
The LLP Act allows a private limited company or an unlisted public company to be converted into an LLP under the following conditions:
1. There is no security interest on its assets at the time of application
2. No e-forms are pending
3. There are no open charges against the company
4. All shareholders have consented to the conversion
5. All creditors of the company have consented to the conversion
6. The company must have filed at least one balance sheet and annual return
7. All shareholders have agreed to become partners of the LLP
8. The company must have share capital
9. The company should not be a Section 8 company
Companies That Cannot Be Converted into an LLP
1. All those companies engaging business in the banking, finance and insurance sector
2. All those companies having a secured loan/security interest on assets
3. Additionally, all those companies having FDI where performance-linked conditions are applicable
4. All those companies which have external commercial borrowings
5. All those companies that have secured FDI under the approval route
Procedure for the Conversion of a Company Into an LLP
1. Board Meeting:
a. Call meeting of Director.
b. Pass Resolution for Conversion Private Company into LLP.
c. Pass Resolution to authorize any Director to Apply for Name of LLP.
2. General Meeting
- Pass Resolution for C
3. File Form MGT-14
- File form MGT-14 along with attachment within 30 days from passing resolutions in general meeting
4. Apply for Name Application
- File RUN LLP with ROC.
5. Name Approval Certificate
- Obtain Name Approval Certificate From ROC.
6. Filing of incorporation documents with ROC - LLP Form Fillip
Incorporation document and subscriber’s statement filed by the partners along with the following Documents Required:
a. Individual Consent/Statement from Shareholders
b. Proof of address of registered office of LLP (Light Bill or MTNL Bill not older than 2 months)
c. Subscribers’ sheet
d. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner (if applicable)
e. NOC from Owner for registered office address.
f. Consent/Statement from Creditors
g. Copy of Board Resolutions, Members resolutions and notice
7. Filling of application for conversion - File E-Form- 18 with ROC along with following Documents Required
a. Income Tax Returns (Latest)
b. Declaration by shareholders
c. Auditor Report, Profit & loss Account and Balance sheet as per Schedule III along with Notes (As on Date) not older than 30 days from filing Forms
d. List of all the secured creditors along with their consent
8. Obtain Certificate Of Registration On Conversion.
9. LLP Agreement signed at the time of incorporation
The details of the same needs to field in e-form 3 within 30 days of Certificate of Registration.
10. 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.
11. Filling of LLP Form-3
Information with regard to limited liability partnership agreement and changes, if any, made therein along with the following Documents Required: LLP Agreement with stamp duty (1% of contribution).
How S.K. Agrawal & Co. Helps in Conversion of Company into LLP?
With S.K. Agrawal & Co., you can convert your company into LLP seamlessly. You can convert your Company in just 4 simple steps:
Step 1: Confirmation Mail Acceptance of our Proposal
Send confirmation mail at our email id regarding acceptance of our Proposal for Conversion of Company into LLP. You can request a callback or directly call to our expert on phone number provided at our website. Our experts will contact you and clear all your queries.
Step 2: Send the Documents on our Email Id
Send below-mentioned documents on our email Id to convert your Company:
- Passport size photos of directors
- PAN Card or Passport in case of NRIs and Foreign National
- Address proof of directors
- Specimen signature
- Self-declaration about your directorship in other Companies/LLP
- Rent agreement of your registered office
- No objection certificate from the owner of the property of the property
- Any other document/information required for conversion
The Conversion of company from S.K. Agrawal & Co. is completely online and thus, you can save time and money as you need not have to visit our office. If you want to visit to our office you are most welcome.
Step 3: Document Verification by our Expert Team and Signature of Documents
Our expert team will verify the documents uploaded by you. You will need to attest your signature on the documents.
Step 4: Our Experts Team will File Forms on the MCA portal to Convert Your Company into LLP.
Our experts team will file the below forms on behalf of you on the MCA portal –
- Company Name Reservation
- Filing of e-forms with ROC
After the company forms are filed on the MCA portal, the Registrar of Companies (ROC) and the respective departments will verify the forms submitted by our expert team. The verification process takes around 5-7 days (subject to departmental approval and reverts from the respective departments).
Our expert team will follow up with the respective authorities till you receive the Registration Certificate. After the verification process is complete, you will receive Registration Certificate along with PAN and TAN in about 5-7 days.
Service Area
We provide strategic and qualitative advisory services to all our clients from domestic to international organizations, small, medium and large sized enterprises, assisting them with their incorporation and quality management services so they can establish their business successfully globally. To help them deal with their tax issues, financial and legal requirements we provide all support for post incorporation services, so they are able to run their business seamlessly. We are based at New Delhi and Faridabad, but our wings are spread to serve clients across the globe. Customer Satisfaction, Quality of Service and our Turnaround time are the drivers of our enthusiasm and success. We are continuously serving our client at Faridabad, Delhi, Gurgaon (Gurugram), Noida (Gautam Budh Nagar), Sonipat, Panipat, Palwal, Jind, Karnal, Meerut, Kolkata, Mumbai (Bombay), Pune, Bangalore, Nasik, Aurangabad, Nagpur, Ludhiana, Amritsar, Mohali, Hyderabad, Kanpur, Agra ,Rudrapur, Haridwar, Jamshedpur, and many other Industrial Areas.