As per Companies Act 2013, Section 18, and Rule 7 of Companies (Incorporation) Rules, 2014, discuss about the conversion of Private Limited to Limited Liability Partnership (LLP).

PROCEDURE TO CONVERT PRIVATE LIMITED TO LLP:

As per the rule 7 of the Companies (Incorporation) Rules, 2014, the following steps to be followed while converting Private Limited to LLP:

• Calling for Board Meeting: As per the section 173(3) of the Companies Act 2013, issue notice for convening a meeting of the Board of Directors.
  • Agenda of Board Meeting:
  • a. To get in-principal approval of Directors for conversion of Private Limited into LLP.
  • b. Fix date, time and place for holding EGM (Extra Ordinary General Meeting) to get approval of shareholders, by way of special resolution for the conversion of Private Limited into Limited Liability Partnership(LLP).
  • c. As per section 102(1), Companies Act 2013, board has to approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting.
  • d. To get in-principal approval of Directors for authorization of Director or Company secretary to issue notice of the EGM as approved by the board.
• Obtaining no objection certificate in writing from it all members and creditors.
• Issue notice of Extra Ordinary General Meeting (EGM) to all the Members, Directors and the Auditors of the Company in accordance with the provisions of Section 101 of the Companies Act 2013.
• Convene a General Meeting:
  • a. Check the quorum
  • b. Check whether auditor is present, if not. If auditor is absent, then as per section 146, Companies Act 2013, the leave of absence has to be obtain.
  • c. Pass special resolution as per section 114(2), Companies Act 2013, for conversion of Private Limited into Limited Liability Partnership (LLP).
  • d. Pass special resolution to alter MOA and AOA.
• Filing of Form with ROC
• As per section 18, the following forms has to fill Register of Companies (ROC) for converting Private Limited into Limited Liability Partnership (LLP).
• MGT-14: As per section 117(3), copy of special resolution has to fill ROC using MGT-14 form with 30 days of passing such a special resolution in the General Meeting.
  • Attachments
  • a. Notice of EGM along with explanatory statement under section 102 of Companies Act 2013.
  • b. Certified True copy of Special Resolution
  • c. Altered MoA (Memorandum of Association) and AoA (Articles of Association)
  • d. Certified True copy of Board Resolution as optional attachment.
• Registration of LLP
  • a. Name Availability and reservation - using Form 1
  • b. After obtaining name availability, within 60 days we have to have file incorporation documents using Form 2
  • c. After approval of Form 2, drafting and documenting of partnership deed
  • d. Filing of Form 3 for intimating the information with regard to the partnership agreement.
• Form-14,18: Application to convert Private Limited into Limited Liability Partnership (LLP)
  • a. The List of Members and Creditors.
  • b. The Latest Audited Balance Sheet and the Profit and Loss Account.
  • c. Copy of no objection certificate/letter obtained from Members and Creditors.
  • d. Directors declaration by way of affidavit duly sworn in confirming that
  • e. All members and creditors of the company have given their consent for conversion.
  • f. Other information if any can be provided as optional attachment.

• RoC (Registrar of Companies) will check the E-forms and attached documents filed by the Company for conversion of Private Limited in Limited Liability Partnership (LLP). On being satisfied that company has complied with prescribed requirements, the Registrar shall issue the certificate to the effect of Conversion of Private Limited into One Person Company.

  After approval of ROC the new Limited liability Partnership (LLP) to require to do the following procedures

• 1. Applying for new PAN / TAN
• 2. Surrender the Old PAN / TAN
• 3. Communicate to the debtors and creditors
• 4. Update company bank account and concern authorities like excise, sales, service tax