Conversion private limited company into LLP

Here we are going to see about the conversion private limited company into limited liability partnership.

Conversion private into llp

Conversion private limited company into LLP

 In this plan, unless the subject needs:

Company implies a private limited company as mentioned in section 3 of sub-section (1) of section 3 of the act 1956.

Convert in tie-up with a private limited company is converting into a LLP, means a change of the property, rights, ans the procedure of the private limited company to the LLP in conformity with this plan.


 A company is convert into LLP must be following with the needs as to the conversion set out in this plan.

The LLP partners to that it converts include all the company shareholders and no one else.

On such conversion, the company and its shareholders, the LLP into which company has changed. The LLP partners of that company shall be leap by the conditions of this plan which are relevant to them.

Statements to be filed

  • A company may request to change into LLP by registering with the registrar
  • A declaration by all its shareholders in such formation and procedure to be followed by such fees as the government may specified, including the following details such as:
  • The converted company registration name and number.
  • On which date the company was registered.
  • Registration statement and document mentioned to in section 11.

Registration of conversion

On getting the documents specified in paragraph 3, the registrar shall concern to the terms of this act. The documents are registered and provide a certificate of registration in such type, the registrar may decide and declare that the LLP is, on and from the date is mentioned in the certificate is registered under this act.

The LLP registration within 15 days, the certificate must be issued and you must inform to the related ROC with which registered under the act 1956.

Registrar may reject to register

Nothing in this plan shall be explained as to need the registrar to register any LLP. If he is not fulfilled with the details or other condition provided under this act:

Assigned that a request may be create before the board in case of prohibition of registration by the registrar.

Further assigned that until the board is created under the act 1956, the request under this sub-paragraph are create before the company law board.

In any detail case, the registrar may need the documents mentioned in paragraph 3 to be confirmed in such way.

Effect of registration

The date of registration mentioned in the certificate of registration provided under paragraph 4:

  • LLP name is mentioned in the certificate of registration.
  • The company shall be considered to be removed and terminated from the records of ROC.

Registration in association to property

 If any things which part (b) of paragraph six request to registered with any rules, the LLP shall make after the date of registration, consider all required actions by the applicable authorization to declare the permission of the changes and the aspects of LLP in such procedure as may decide.

Pending proceedings

All works by or against the company which are pending before any board or any jurisdiction on that private limited company registration date may be maintained, enforced and completed by or against LLP.

Continuance of ruling, conviction, order or judgment

 Any idea, decisions, order or judgment of any court, board or other jurisdiction in benefits of or against the company may be imposed by or against the LLP.

Existing agreements

All agreement to which the company was a group quickly before the registration date. The rights and liabilities could be created as if:

The LLP were a group to such agreement rather a company.

For any source to the company, were changed anything to be done or after the registration date a source to the LLP.

Existing contracts etc

All contracts, instruments and arrangements continuing quickly before the registration date to the company or the company is a group shall preserved in force. After that date which describe to the LLP. It shall be applicable by or against the LLP.

Increase authorized share capital

Duration of employment

All employment agreement to which have paragraph 10 or 11 requests shall maintain in force or after the company registration date. If the LLP were the employer of the company.

Existing power, appointment or authority

All company appointments in any capacity or role which in effort quickly before the company registration date. It shall operate and effect from that date as if the LLP were specified.

Any power of jurisdiction discussed on the company which effort quickly before the company registration date.

Application of paragraph 6 to 13

The conditions of paragraph 6 to 13 (both including) shall claim to any confirmation, permit or license provided to the company under any other act which is in effort quickly before the date of company registration of the LLP.

Notice of conversion in relationship

The LLP shall make that for a term of 12 months starting within14 days after the company registration date, each official correlation of the LLP shows the following namely:

A declaration that it was, from the company registration date is changed from a company into a LLP.

The company registration name and number from which it was changed.

Any LLP which breaks the conditions of sub-paragraph (1) shall be penal with a fine of Rupees 10,000.