LLP Conversion Process

Applicable Act: Limited Liability Partnership Act, 2008

section -56(Conversion from private company into limited liability partnership)

A private company may convert itself into a limited liability partnership in accordance with the provisions of this Chapter and the Third Schedule.

Eligibility for conversion of private companies into limited liability partnership

(a) no charge exist and

(b) the partners of the limited liability partnership after conversion comprise all the shareholders of the company and no one else.

Application for Name Reservation

LLP Rules, 2009 – Chapter IV Incorporation Of Limited Liability Partnership

As per LLP RULE, 2018, Rule18( 5)

Every such application shall be made through the web service, RUN-LLP, available at www.mca.gov.in and be accompanied by fee as mentioned in Annexure ‘A’,) (Rs. 200/-) which may either be approved or rejected, as the case may be, by the Registrar after allowing a re-submission of such application within fifteen days for rectification of defects.

Resubmission Allowed-Only 1

Timing for resubmission-Within 15 days

Validity of allotted name: valid for a period of 3 months from the date of issue of name approval  letter

Filing to be made to Registrar

A statement by all its shareholders along with the name and registration number of the company as per the format specified in Part B of Form 18

Form FiLLiP -Incorporation document and statement referred to in section 11 of Limited Liability Partnership Act, 2008.

1. Subscribers’ sheet
2. consent to act as a designated partner in Form 9 as per rule 7 and 10(8)
3. Interest in Other entities
4. Proof of identity and address of Applicant I(If the applicant is not DPIN holder)
5. Proof of identity and address of Applicant II(If the applicant is not DPIN holder)

Form -18

1. Statement of shareholders.

2.*Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.

3. List of all the secured creditors along with their consent.
4. Approval from any other body/authority.

5. Copy of acknowledgment of latest income tax return.

6. Optional attachment(s) – if any ie.

• Balance Sheet
• the certificate that the Company is not engaged & will not engage in the NBFC activities.

After Examine The Form,

Registrar may ask to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

Maximum Resubmission– only 2

The time period for resubmission-15 days from the date of intimation

* Total period of resubmission should not exceed 30 days.

Certificate of Incorporation – Registrar will issue Certificate of Incorporation in FORM-16.

Registration Of Conversion

within 15 days LLP inform the registrar of the company where the company is already registered in form -18.

Certificate of Registration-FORM-19

IF registrar refuses to register the conversion–

Appeal to tribunal can be filed.

Points to remember:

The address of the registered office in fillip form must be the same as in Form-18. Address of RO can not be changed at the time of incorporation.

Reason: Address can be edited in Form Fillip but can not be in Form-18. Both forms are linked forms in case of conversion. So contradiction arises.

Provide detailed Financial Statements (B/S and P&L) along with Notes to Accounts in the format of Schedule III, not more than 30 days old & duly signed by the statutory auditor and two Directors, so as to ascertain the Assets / Liabilities / Income, etc. of the body corporate being converted

*Reservation of name may be made through Form FiLLiP OR reservation of name in Form RUN-LLP