1. Obtain Director Identification Number (DIN)
The minimum number of designated partners for the incorporation of an LLP is two. One of them must be an Indian resident. Currently, DIN is only allotted only at the time of incorporation or while adding a person as a director or designated partner in a company or an LLP. Hence, first such members need to be added as directors in the company to obtain DIN. DIN will be required for those who would become designated partners.
Further, it is important to apply for a DSC before applying for the DIN. A Body Corporate can also be a partner in a Limited Liability Partnership through a nominee.
2. Meeting of Board of Directors of Company
- Call a meeting of the Board of Directors.
- Pass requisite Resolution for Conversion of Company into LLP.
- Pass requisite Resolution to authorize any director to file all the necessary forms with MCA.
- Requisite resolution to authorize any director to file all the necessary forms with MCA.
3. Application for Name Availability
The company will have to apply for reservation of name of LLP And GET NAME APPROVAL CERTIFICATE FROM ROC.
4. Filing of Incorporation Form with Required Documents
File E Form FiLLiP with ROC along with following Attachments:
- Address proof of the registered office of LLP.
- The subscription sheets.
- Consent to act as a designated partners and partners
- Identity and Resident proofs of designated partners and partners
- Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ designated partner.
5. Filing of Application for Conversion into LLP
Form 18 is the form for conversion of a company into an LLP. But it needs to be filed with Form for incorporation itself.
This form has information about the conversion of the company into LLP such as:
- Whether all the shareholders of the company have given their consent for the conversion of a company into the LLP.
- If all the partners of the LLP comprise all the shareholders of the company and no one else.
- An up to date Income-tax return is file as per Income tax act, 1961.
- Documents including the latest balance sheet and annual returns under the Companies Act, 2013 filed with MCA.
- Validating if any conviction, ruling, order, a judgment of any Court, Tribunal or other authority in favour of or against the company is subsisting as on date?
- Getting to know regarding any security interest in the assets of the company is subsisting or still in force.
- Whether any earlier application for conversion of the said company into limited liability partnership was refused by the Registrar.
- If there is a presence of any secured creditors.
File E-FORM- 18 with ROC along with following ATTACHMENTS:
- Statement of the consent of shareholders (Mandatory)
- Statement of accounts of the company certified as true and correct by the independent auditor
- List of all the secured creditors along with their consent
- Copy of acknowledgement of latest income tax return (Mandatory)
6. Certificate of Incorporation as LLP from ROC
After complying to all the formalities by the company and approved by the Ministry, ROC to issues a COI as to the conversion of LLP.
7. Drafting of Limited Liability Partnership Agreement
Contents of Agreement are:
- Name of LLP
- Name of Partners & Designated Partners
- Form of contribution
- Profit Sharing ratio
- Rights & Duties of Partners
- Proposed Business
- Rules for governing an LLP
8. Filing of E-Form-3
This form provides information about the LLP Agreement entered into between the partners. This form is to be filed in 30 days from the date of conversion of the company into an LLP.
Attachment Required: LLP Agreement
9. Filing of E-Form -14 (Intimation to ROC)
After receiving incorporation certificate of LLP it has to be filed within 15 days of the date of conversion.
ATTACHMENTS OF E-FORM 14
- Copy of Certificate of Incorporation (COI) of LLP.
- Copy of incorporation document submitted in E-Form FiLLiP to ROC.