Monday 23 February 2015

CONVERSION OF PRIVATE LIMITED COMPANY INTO LLP

Points to be taken care of before proceeding for conversion:
1)      All shareholders of the Company should be partners in LLP.
2)      At least two of all the partners should be named as Designated Partners.
3)      No e-Forms should be pending for payment or processing in respect of the Company.
4)      No open (unsatisfied) charges should be pending against the Company.
5)      Company should be having Share Capital.
6)      Company should not be a ‘Section 25 Company’.
7)     At least one balance sheet and annual return should have been filed by the Company after its incorporation.

Procedure for Conversion
1)      Holding of Board Meeting for approving Conversion.
2)      Obtaining DIN of all the Shareholders for being Designated Partners;
3)      Obtaining Digital Signatures of Designated Partners;
4)      Obtaining Name Approval by filing e-Form INC - 1 (with appropriate attachment as may be required);
5)      Obtaining Members’ approval in General Meeting;
6)      Filing Application for conversion in e-form 18 with following attachments;
        Statement of consent of all shareholders;
        List of Shareholders with PAN and Address;
        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;
        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. , if any.
        Rejection letter of Registrar of any earlier application for conversion, if any.
        Particulars of convictions, rulings, orders, judgment of Courts in favor or against the private limited company which are subsisting.
7)      Filing of e-Form 2 –Incorporation documents
         Affidavit from each partner;
        Address Proof of LLP
        Utility Bill with NOC
        Subscriber Sheet including consent of Partners
        Details of Company/LLPs in which Partners are Directors/Partners.
8)      Filing of e-Form 3 – LLP Agreement;

9)      Intimating ROC about conversion of PVT Ltd. Co. to LLP in e-form 14.

1 comment:

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