Indicate steps to be taken for conversion of existing Private Limited Company into Limited Liability Partnership.
CS Professional · Advanced Company Law and Practice · PYQS · June 2021
Indicate steps to be taken for conversion of existing Private Limited Company into Limited Liability Partnership.
Answer & Explanation:
A Private Limited Company may convert into a Limited Liability Partnership in accordance with the provisions of Section 56 and the Third Schedule of the LLP Act, 2008. The following steps to be initiated for conversion of existing Private Limited Company into Limited Liability Partnership are as under: Call the meeting of the Board of Director. Pass Board Resolution for Conversion of Private Company into LLP and to authorize any director to file all the necessary forms with MCA. Take the written consent of all the shareholders for conversion of Private Company into LLP. APPLICATION FOR NAME AVAILABILITY: File application for name availability in web based form 'RUN-LLP' with the RoC. Attach the Board Resolution and proposed object clause with the name availability application. 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 FILLING OF INCORPORATION DOCUMENTS: File FiLLip Form with ROC along with following attachments, including: Proof of Address of Registered office of LLP. Subscription sheet signed by the promoters. (Notice of Consent & Appointment of Designated Partners with their personal details) NOC of owner of registered office, if taken on rent / lease. Latest Utility bill of registered office Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/partner In principle approval of regulatory authority, if required Copy of Board resolution of the existing company or consent of existing LLP as a proof of no objection Optional Attachments, if any FILLING OF APPLICATION FOR CONVERSION: File E-Form-18 with ROC along with following Attachments: Attachments: Statement of shareholders. It is the document given by each shareholders giving their consent and statement. 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. NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return. Approval from any other body/authority as may be required. Particulars of pending proceedings from any court/Tribunal etc. Once conversion is approved by the RoC execute LLP Agreement and file the same with the RoC in e-form 3 within 30 days of approval of conversion by RoC.
Topics: Limited Liability Partnership (LLP)
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