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STEP 1:- Decide Partners As only members can be the partners of proposed LLP. At least 2 partners should be designated partner. In case of Body Corporate who was the member of the Company, desires to act as designated partner of LLP, in that case their nominee can be appointed as the designated Partners. â"Designated Partner" means a partner who is designated as such in the incorporation documents or who become a designated partner by and in accordance with the Limited Liability Partnership Agreement.

Parameters for deciding Designated Partners:-

1. Minimum of Two Individuals as Designated Partners, of total no. of Partners.

2. Atleast One Designated Partner to be Resident Indian. Requirements

For Designated Partners:- Director Identificaton Number Digital Signature Certificate

STEP 2:- Checking the Name Availability Make an application in eForm 1 of Rule 18(5) of the Limited Liability Partnership Act 2008, for reservation of the desired name of the LLP on payment of the prescribed fees. Attachments- Copy of Board resolution of the existing company as a proof of no objection

STEP 3:- Drafting of LLP Agreement AND Filing of Incorporation Documents. Drafting of Limited Liability Partnership Agreement governing the mutual rights and duties among the partners and among the LLP and its partners. It is not necessary to have the LLP Agreement signed at the time of incorporation, as the details of the same needs to field in e form 3 within 30 days of incorporation but in order to avoid any dispute between the partners as to the terms & conditions of the agreement after the conversion into LLP, it is always beneficial to have the LLP Agreement drafted and executed before the incorporation of the LLP. Next is the filing of Incorporation documents, and declaration electronically through the medium of e-forms prescribed with the Registrar of LLP for incorporation of the LLP on payment of prescribed fees based on the total monetary value of contribution of partners in the proposed LLP.

STEP 4:- Filing of Conversion Application eForm 18 of the Limited Liability Partnership Act 2008 for Application and Statement for conversion of a private company/ unlisted public company into limited liability partnership (LLP) eForm 3: Details of LLP Agreement eForm 4: Consent of Partners

STEP 5:- Certificate of Registration On all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar of LLP to issue a Certificate of Registration as to conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP. Information to Registrar of Companies Converted Limited liability partnership to file within fifteen days of the date of registration, information to the concerned Registrar of Companies with which it was registered under the provisions of the Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability partnership in eForm 14 within 15 days of conversion into LLP.

List of documents required

a. eForm 1-Name Availability Application

b. eForm 7-Application for Designated Partners Identification Number

c. eForm 2-Incorporation Document • eForm 18-Application for Conversion

d. eForm 3- Details of LLP Agreement • eForm 4-Consent of Partners

e. eForm 14- Intimation of conversion to Registrar of Companies

f. Subscription Sheet

g. LLP Agreement duly stamped as per relevant Stamp Act of the State.

h. Proof of Address of Registered Office

i. Consent of partners

j. Statement of shareholders

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

l. List of all the unsecured creditors along with their consent.


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Category Corporate Law, Other Articles by - JOY SHARMA 



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