( Expert )
21 May 2012
Procedue to Convert Private Company to LLP:
1. Obtain designated partner identification number (DPIN) for the designated partners and DIN.
2. The application for allotment of DPIN shall be made online in (E-Form 7) (Procedure for getting DPIN)
3. In case some of the shareholders being directors already posses the DIN and those persons are appointed as designated partners of the new LLP, that DSC can also be used for new LLP.
4. The name with which LLP is to be incorporated is to be decided.
5. The registrar will approve the name applied for provided the name is not either undesirable in the opinion of the Central Government or that is identical with or that which too nearly resembles to the name of any existing partnership firm or a LLP or a body corporate or a trade mark registered or pending registration under the Trade Marks Act, 1999.
6. Application shall be made in (E-Form 1) for the availability of the proposed name with the Registrar
7. Applicable fees has to be paid by of credit card.
8. Application for conversion has to be made in (E-Form 18) with the following attachments :
· Statement of shareholders (may be attached in a tabular form)
· Incorporation Document & Statement in Form 2 filed electronically.
· Statement of Assets and Liabilities of the company duly certified as true and correct by the Chartered Accountant in practice.
· List of all the creditors along with their consent to the conversion (may be given in the form of a tabular statement).
· Approval of the governing council (In case of professional private limited companies)
· NOC from Income Tax authorities.
· Approval from any other body/authority as may be required.
· Particulars of pending proceedings from any court/Tribunal etc.
· Rejection letter of Registrar of any earlier application for conversion.
· Particulars of convictions, rulings, orders, judgement of Courts in favour or against the private limited company which are subsisting.
· Other optional attachments as may be required.
9. In case the registrar is satisfied that the application is in order and that it complies such regulations, procedures as may be applicable he will register the conversion.
10. Registrar will issue the certificate of registration on conversion of the private limited company into LLP in Form 19 of the LLP Rules & Forms 2008.
11. On issue of certificate of registration the new LLP thus formed shall within 15 days from the date of registration inform the concerned Registrar of Companies with whom the erstwhile private limited company was registered under Companies Act, 1956 about such conversion in Form 14 of the LLP Rules & Forms 2008.
12. Form 14 must be accompanied by the following attachments :
· Copy of Certificate of Incorporation of LLP formed.
· Copy of incorporation document submitted in Form 2 (with the Registrar of Firms)
· Other optional attachments as may be required.
13. The limited liability partnership shall ensure that for a period of twelve months commencing not later than fourteen days after the date of registration, every official correspondence of the limited liability partnership bears the following, namely:—
· a statement that it was, as from the date of registration, converted from a company into a limited liability partnership; and
· the name and registration number of the company from which it was converted.
14. Any limited liability partnership which contravenes the above mentioned provisions shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees and with a further fine which shall not be less than fifty rupees but which may extend to five hundred rupees for every day after the first day after which the default continues.
In the event, Registrar has refused the registration, the applicant private limited company, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal. On and from the date of registration of conversion of the erstwhile private limited company into LLP as specified in the certificate of incorporation
· A LLP under the LLP Act, 2008 by the name specified in the said certificate comes into being.
· All tangible as well intangible property vested in the private limited company, all assets, interests, rights, privileges, liabilities, obligations relating to the private limited company and the whole of the undertaking of the private limited company shall be transferred to and shall vest in the LLP without further assurance, act or deed.
· The private limited company and removed form the records of the Registrar of Companies.
All proceedings by or against the company which are pending before any Court, Tribunal or other authority on the date of registration may be continued, completed and enforced by or against the limited liability partnership.
Any conviction, ruling, order or judgment of any Court, Tribunal or other authority in favour of or against the company may be enforced by or against the limited liability partnership.
Every agreement to which the company was a party immediately before the date of registration, whether or not of such nature that the rights and liabilities thereunder could be assigned, shall have effect as from that date as if—
(a) the limited liability partnership were a party to such an agreement instead of the company; and
(b) for any reference to the company, there were substituted in respect of anything to be done on or after the date of registration a reference to the limited liability partnership.
All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immediately before the date of registration relating to the company or to which the company is a party shall continue in force on and after that date as if they relate to the limited liability partnership and shall be enforceable by or against the limited liability partnership as if the limited liability partnership were named therein or were a party thereto instead of the company.
Every contract of employment to which paragraph 10 or paragraph 11 applies shall continue in force on or after the date of registration as if the limited liability partnership were the employer thereunder instead of the company.