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Private Company desires to convert its status to LLP Form shall foremost decide the designated Partners
of the proposed LLP, as only the members can be the Partners of the converted LLP and of these
members of the company at least two Partners would be the Designated Partners.. 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.
In case of conversion of Private Limited Company into LLP, all the shareholders of the Company to be
partners in the LLP and no one else and also there will be no security interest subsisting or in force at the
time of application in the assets of the Company.
Section 7 (6) of LLP Act 2008, provides that every Designated Partner to obtain a DPIN from the Central
Government.
Every Designated Partner requires Digital Signature for being registered as Business user. The
signatures shall also be required for signing and filing of all relevant forms and documents to be filed,
annually or event based after incorporation of the LLP, asking for approvals or as intimation.
The next step is to 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.
A Board resolution passed by the Company approving the conversion into LLP shall be attached with the
aforesaid form. Name
The next pertinent step is drafting of Limited Liability Partnership Agreement governing the mutual rights
and duties among the partners and among the LLP and its partners containing the basic content in
respect of 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.
In case no agreement is entered into, the rights & duties as prescribed under Schedule I to the LLP Act
shall be applicable
Next is the filing of Incorporation documents (e Form 2), consent of Partners (e Form 4), LLP Agreement
(e Form 3) and declaration electronically through the medium of e-forms prescribed with the Registrar of
Companies for incorporation of the LLP on payment of prescribed fees based on the total monetary value
of contribution of partners in the proposed LLP.
• LLP portal does not accept DSC from token at time of registration as business user, you
need to export the public key of the DSC on the system and register the same. To know
more, check out the Digital Signatures under FAQ’s
Application for conversion in eForm 18 to be submitted by the Shareholder of the Company covering
name, registration number and date of Incorporation of the Company, consent of all shareholders of the
Company along with specified details regarding security interest in the assets of the Company, prosecution
by or against the Company, Income Tax returns and other specified details.
On all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar
of Companies to issue a Certificate of Registration as to formation of the LLP. The Certificate of
Registration issued shall be the conclusive evidence of conversion of the LLP.
In the event, Registrar has refused the registration, the applicant company, may apply to the Tribunal
within sixty days from the date of receipt of such intimation of refusal.
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.
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