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Convert Private Limited Company (PLC) into LLP

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Divya Singhvi

Conversion of PLC
File Form 8 LLP
FiLLiP
Form 3
LLP
PLC
Last updated on May 5th, 2021

Lets first understand what is LLP. LLP is governed by Limited Liability Partnership Act- 2008 which came into force from April 1, 2008. It is a combination of both the Company and the Partnership Firm. It is especially suitable for small to medium-sized business enterprises. LLP is a separate legal entity having a minimum of 2 partners. There is no such limit on maximum partners. Consent of all shareholders of Private Limited Company (PLC) is to be taken in order to convert Pvt Ltd into LLP. You Can download forms for conversion from here.

Limited Liability Partnership (LLP) Registration
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Limited Liability Partnership (LLP) Registration
Let our experts help you register your LLP
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Procedure to convert Pvt Ltd into LLP

Follow the detail procedure in order to convert Pvt Ltd into LLP:

  1. Obtain DIN for those designated partners who don’t possess DIN already.

    The minimum number of designated partners for the incorporation of an LLP is two. One of them must be an Indian resident.
    Further, it is important to apply for a DSC before applying for the DIN.

  2. The board meeting will be required to be held to consider the proposal of conversion.

    The board resolution is to be passed for Conversion of Company into LLP. And to approve any director to Apply for Name of LLP.

  3. File an application for name availability with ROC.

    The company will have to apply for a reservation of the name of LLP.
    And get the name Approval Certificate from ROC.

  4. Once you get name approval, file Incorporation E Form FiLLiP with ROC.

    File E Form FiLLiP along with information and details on MCA Portal.

  5. File Form 18 with ROC for conversion of company into an LLP.

    Form 18 needs to be filed with form for incorporation itself.
    It needs to be filed along with following attachments:
    1. Statement of the consent of shareholders (Mandatory).
    2. Statement of accounts of the company certified as true and correct by the independent auditor.
    3. List of all the secured creditors along with their consent.
    4. Copy of acknowledgement of latest income tax return (Mandatory).

  6. Once you comply with all the formalities, and receive approval by the Ministry.

    ROC will issue COI as to the conversion of LLP

  7. After that, draft LLP agreement.

    Further file E-Form 3 along with information about the LLP Agreement entered into between the partners.
    File this form within 30 days from the date of conversion of the company into an LLP.

  8. File E- Form 14 (Intimation to ROC) within 15 days from date of conversion.

    Along with the following attachments:
    1. Copy of Certificate of Incorporation (COI) of LLP.
    2. Submit Copy of incorporation document in E-Form FiLLiP to ROC.

FAQs

What are the effects of conversion?

The following are some of the effects of conversion :
1. The private company is dissolved after conversion.
2. The name of the PLC will remove from the register of the ROC.
3. The conversion will not affect existing liabilities, obligations,etc
4. It shall also no affect agreements, contracts and continued employment.
Company has to intimate all the authorities concerned about the conversion. Further make necessary changes in all the registrations and licenses.

Why is LLP better than company?

The following are some of benefits of LLP:
1. There is no limit to the number of partners, which is not so in case of private companies.
2. There is no compulsion on holding a minimum number of meetings and maintaining statutory records.
3. No requirement of minimum contribution
4. No requirement of compulsory Audit

Can an LLP retain profits?

There is no option in an LLP to retain Profits of following year unlike other companies. Therefore all profits made must be distributed in the same financial year.

Got Questions? Ask Away!

  1. Hello @Vicky_Singh

    Some of the Annual Compliances of a Private Company are:

    1. Filing of Financial Statements in e-Form AOC-4
    2. Filing of Annual Return in e-Form MGT-7
    3. Holding atleast 4 Board Meetings in a financial year
    4. Filing other mandatory forms like DPT-3, DIR-3 KYC, etc.

    Some of the Annual Compliances of an LLP are:

    1. Filing of Financial Statements in e-Form-8
    2. Filing of Annual Return in e-Form-11

    If you’re looking to convert your private limited company to an LLP. you can read morea about it here:

    Hope this helps!