Under the section 56 of the LLP act , a private limited company may convert into a limited liability partnership (LLP) . The LLP act states that, a “company ” shows a private limited company is mentioned in section 3 of the companies act 1956. Converting a private limited company into an LLP conveys that a transfer of liabilities, assets, rights, property, obligations, interests.
Conversion from a private company into LLP
The LLP act presents that a company may apply to convert into an LLP as :
(i) No security concern in its assets subsisting
(ii) All the shareholders of the company which it converts be the LLP partners.
Procedure for conversion
The LLP act provides that a company may implement to convert into an LLP by filing with the registrar :
The company name and the registration number .
On which the date of the company is registered.
Registration document :
The incorporation document has :
(a) the LLP name
(b) The state in which the LLP registered office is located.
(c) The LLP address and registered office.
(d) business to be carried on by the LLP.
(e) The abstract of partners/designated partners.
(f) Number of individuals as partners and their info.
(g) Number of bodies corporate as partners and their info.
(h) Whole capital value of contribution by partners in the LLP.
Statement under section 11
The LLP act under section (11) filed along with a statement in the prescribed form, the incorporation document to the result that the needs of the LLP act. The rules made that have been composed with in point of incorporation. Such statement shall be made by the following persons :
(a) The person who is engaged in the formation of LLP like an Company Accountant or Company Secretary or Cost accountant or an Advocate.
(b) Any person who has offered his name to the incorporation document.
Issue of the certificate of registration
The LLP act provides that the Registrar, on serving that a private limited company, firm or an unlisted public company has been composed with Second, Third or Fourth Schedule. The LLP act and the regulations made thereunder , you may submitted the register documents and issue a certificate of registration.
The registrar may decide stating that the LLP is on and from the date is mentioned in the certificate, registered under the LLP act.
The LLP rules presents that the registrar shall on conversion of any private limited company into an LLP. The registrar provide a certification of registration under his seal.
The LLP within 15 days of the date of the registration may indicate to the concerned registrar of firms or registrar of companies under the companies act 1956 or Indian partnership act 1932. The LLP rules presents under the section 58, where the private limited company or unlisted public company, firm has been converted into an LLP.
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