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Conversion of Private Limited to LLP

About of Service

The services for converting a Private Limited Company (PLC) to a Limited Liability Partnership (LLP) typically include:

  • Initial Assessment and Planning: Evaluating eligibility and structuring the conversion process based on regulatory requirements and client objectives.

  • Regulatory Compliance: Ensuring adherence to Companies Act provisions and LLP Act, and other relevant regulations governing the conversion process.

  • Documentation Preparation: Drafting necessary documents such as board resolutions, shareholder resolutions (if required), LLP agreement, consent letters from partners, and other statutory filings.

  • Filing and Submission: Managing the filing process with the Registrar of Companies (ROC) and Registrar of LLPs, including necessary forms (like Form 17, Form 18, and Form 2) and fees.

  • Legal Due Diligence: Conducting legal reviews to verify compliance with regulatory requirements and accuracy of documentation.

  • Communication and Coordination: Facilitating communication with stakeholders, including directors, shareholders, partners, and regulatory authorities throughout the conversion process.

  • Post-Conversion Compliance: Advising on post-conversion obligations such as updating statutory registers, obtaining new PAN and TAN (Tax Deduction and Collection Account Number), and ongoing compliance with regulatory requirements.

  • Strategic Guidance: Providing strategic advice on corporate governance, partnership agreement structuring, and operational considerations post-conversion.

  • Conflict Resolution: Supporting in resolving disputes or issues that may arise during the conversion process.

  • Continuous Support: Offering ongoing compliance support and guidance to ensure regulatory integrity and smooth transition to an LLP.

Uses and Benefits
  • Initial Assessment and Planning: Evaluating the feasibility and eligibility for conversion based on regulatory requirements and client objectives.
  • Regulatory Compliance: Ensuring full compliance with the Companies Act provisions, LLP Act, and other relevant regulations governing the conversion process.
  • Documentation Preparation: Drafting necessary documents such as board resolutions, shareholder resolutions (if required), LLP agreement, consent letters, and other statutory filings.
  • Filing and Submission: Managing the filing process with the Registrar of Companies (ROC) and Registrar of LLPs, including necessary forms (like Form 17, Form 18, Form 2) and fees.
  • Legal Due Diligence: Conducting legal reviews to verify compliance with regulatory requirements and accuracy of documentation.
  • Communication and Coordination: Facilitating communication with stakeholders, including directors, shareholders, partners, and regulatory authorities throughout the conversion process.
  • Post-Conversion Compliance: Advising on post-conversion obligations such as updating statutory registers, obtaining new PAN and TAN (Tax Deduction and Collection Account Number), and ongoing compliance with regulatory requirements.

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Charges Structure & Our Scope of Work

Additional Disclosure

  1. Shareholder and Director Disclosures:

    • Details of all shareholders and directors of the Private Limited Company.
    • Information on their respective shareholdings and their roles within the company.

  2. Financial Statements:

    • Recent audited financial statements of the Private Limited Company.
    • Details of any outstanding liabilities, assets, and ongoing financial obligations.

  3. Assets and Liabilities:

    • Comprehensive list of assets and liabilities to be transferred to the LLP.
    • Valuation of assets and settlement of liabilities, if necessary.

  4. Tax Implications:

    • Tax liabilities or benefits associated with the conversion.
    • Information on any tax clearances or approvals needed.

  5. Legal and Compliance Records:

    • Documentation related to compliance with company laws and regulations.
    • Records of any ongoing legal proceedings or disputes.

  6. Contracts and Agreements:

Terms & Conditions

Documents & Detail Required

The documents required for the conversion of a Private Limited Company (PLC) to a Limited Liability Partnership (LLP) typically include:

  1. Board Resolution: A resolution passed by the board of directors approving the conversion and authorizing the filing of necessary documents.

  2. Shareholder Resolution: A special resolution passed by the shareholders of the Private Limited Company approving the conversion, especially if required by the Articles of Association.

  3. Consent Letters: Consent letters from all the shareholders and directors agreeing to the conversion and consenting to become partners in the LLP.

  4. LLP Agreement: Drafting and executing an LLP agreement, which outlines the rights and responsibilities of partners, profit sharing ratio, etc.

  5. Form 17: Application and statement for conversion of a company into an LLP, to be filed with the Registrar of Companies (ROC) along with the LLP agreement.

  6. Form 18: Application and declaration for incorporation of an LLP, also filed with the ROC.

  7. Form 2: Details of LLP partners to be filed with the ROC.

  8. Identity Proof: Identity proofs (such as PAN card, Aadhaar card, passport, etc.) of all directors and shareholders becoming partners in the LLP.

  9. Address Proof: Address proofs (such as Aadhaar card, passport, utility bills, etc.) of all directors and shareholders becoming partners in the LLP.

  10. Proof of Registered Office: Documents verifying the registered office address of the LLP, such as rental agreement, lease agreement, or property documents.

  11. Director Identification Number (DIN): DIN of all directors becoming partners in the LLP, if not already obtained.

  12. Digital Signature Certificate (DSC): DSC of the directors or authorized signatories for signing the e-forms required for the conversion process.

  13. Financial Statements: Audited financial statements of the Private Limited Company up to the date of conversion, if required by the ROC or as per regulatory guidelines.

  14. NO Objection Certificate (NOC): NOC from creditors, if applicable, confirming that they have no objection to the conversion of the Private Limited Company into an LLP.

  15. Other Documents: Any other documents as may be required by the ROC or regulatory authorities based on specific circumstances or jurisdictional requirements.

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OUR REVIEW

FAQ'S

What is the difference between a Private Limited Company (PLC) and a Limited Liability Partnership (LLP)?

A PLC has a separate legal identity from its owners, limited liability for shareholders, and more stringent regulatory requirements. An LLP, on the other hand, offers limited liability protection to its partners and is governed by the LLP Act, which allows flexibility in management.

Why should I consider converting my Private Limited Company to an LLP?

Converting to an LLP may offer advantages such as simplified compliance requirements, flexibility in management and decision-making, and potential tax benefits depending on your business structure and objectives.

What are the eligibility criteria for converting a Private Limited Company to an LLP?

Eligibility criteria typically involve compliance with the Companies Act provisions, ensuring all shareholders consent to become partners in the LLP, and meeting regulatory requirements specific to the conversion process.

Do I need to change the name of my company during the conversion?

Not necessarily. The company can retain its existing name if it meets the requirements under the LLP Act and is available for registration.

What are the timelines and fees involved in converting a Private Limited Company to an LLP?

Timelines and fees can vary based on jurisdictional regulations and specific circumstances of the company. It's advisable to consult with professionals to understand the exact requirements and costs involved.

Will there be any tax implications upon conversion?

Tax implications may vary based on the specific circumstances of the company and the tax laws applicable at the time of conversion. It's recommended to consult with tax advisors for guidance on tax implications post-conversion.