Convert Private Limited Company into Limited Liability Partnerships

Sometimes the entrepreneur creates a Private Limited Company in hurry and then realises that, it is too much for him to handle all the compliances requirements of a Private Limited Company. With the introduction of Limited Liability Partnerships (LLP) in India, now an entrepreneur can enjoy the benefits of a Private Limited Company and still can escape from most of compliance issues of a Private Limited Company.  The Laws now permits conversion of a Private limited Company into Limited LLP, on fulfilment of few pre-conditions, which are as mentioned below:

Some preconditions needs to be fulfilled before the process of conversion can take place:

  • Partners of LLP should comprise all the shareholders of the company and no one else;
  • Minimum Two Designated Partners and one of them should be resident in India;
  • No delay in filling of  Income Tax returns and Annual Returns with ROC;
  • The partners shall receive consideration only by way of allotment of shares in LLP;
  • Digital Signature Certificate for all the Designated Partners;
  • DPIN for all the partners required but if a partner has been allotted DIN, the said DIN shall also be used as DPIN for all purposes of conversion.

If the company seeking for conversion fulfils the above mentioned criteria then it is eligible for conversion into LLP. The procedures for conversion are stated below:

  • Approved DPIN is a prerequisite for the initiation of incorporation process but if a person has been allotted DIN, the said DIN shall also be used as DPIN;
  • Obtain name approval for Limited Liability Partnership by filling Form 1. Only deletion of the word “Private limited” and addition of the word “LLP” will be allowed; and
  • Application for conversion of company to LLP in Form 18.
  • Simultaneously with Form 2 (Details of partners, registered office etc.), file Form 18 for conversion into LLP along with Latest statement of assets and liabilities certified by a CA / auditor (not more than 30 days old) 
  • Form 14 : Form for intimating the Registrar of Companies of conversion company into limited liability partnership
  • Form 3 : LLP agreement – this can be filed with in 30 days from the date of registration;
  • Form 4 : Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner. and consent to become a partner/designated partner
  • Form 3 & 4 will be filed after confirmation of Roc Form 14
  • Proof of Address of Registered Office;
  • The final process involves filling all the above documents with the Registrar of Companies , uploading the e – forms, payment of necessary fees and getting a Certificate of Incorporation; and
  • Up on registration of LLP, file an intimation to the Registrar of Companies in Form 14 stating the fact that the company is converted into LLP.

 We at will assist you in incorporation of new LLP or convert your existing form of business into LLP. Take “Create LLP” or “Convert into LLP” service from the team of Taxmantra. Visit ‘Create LLP” Segment under “Business Incorporation” section on the home page.

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