The conversion from an unlisted public limited company may convert into a limited liability partnership (LLP). The company is undertaking to the LLP with these fourth schedule. The LLP act states that in fourth schedule, context needs, a ” listed company” as mentioned in the Securities Exchange Board of India (SEBI) under section 11 of the SEBI Act, 1992. An unlisted public company is refer as a company which is not a listed company.
Eligibility for conversion of an unlisted public company into an LLP
The LLP act provides in paragraph 3 in fourth schedule, a company may apply to convert into an LLP in following with the provisions of this schedule.
(a) There is no charge is existing and no secured loan subsisting on the assets of the company at the time of application for conversion.
(b) In an LLP, the partners to converts include the whole shareholders of the company and no one else.
Procedure for Conversion
The LLP act provides in paragraph 4 of the fourth schedule, a company may apply to convert into an LLP by filing with the Registrar :
(a) a declaration by all its shareholders in such type and manner to be followed by such fees as the government may authorize by including the following particulars, namely :
(i) The company name and registration number
(ii) The date on which the company was registered.
(b) The statement and incorporation document mentioned in section 11.
To repeat, the incorporation document (Form #2, Part-A) shall, inter alia, state the following details :
(a) The LLP name
(b) State in which the registered office of the LLP is to be located.
(c) The LLP registered office address.
(d) Business to be carried on by the LLP.
(e) Statement of partners/designated partners
(f) number of bodies corporate as partners and their details.
(g) number of individuals as partners and their details.
(h) entire monetary value of share by partners in the LLP
Statement under section 11
A statement in the prescribed form to the effect that all the needs of the LLP act. Such statement shall be made by the following persons :
A cost accountant or chartered accountant or a company secretary and an advocate, who is engaged in the incorporation of the LLP.
Any one who subscribed his name to the registration document.
Registration and Effect of Conversion
The registrar on satisfying that a private limited company, firm or an unlisted public company is managed with the provisions of second, third and fourth schedule. Register the documents accepted under schedule and issue a certificate of registration. In such form, the register may check that the limited liability partnership (LLP) is from the date mentioned in the certificate, registered under this act:
Specified that the limited liability partnership (LLP) shall, within 15 days of the date of registration, describe the related ROC that is registered under the provisions of the Indian Partnership Act, 1932 or the companies act 1956.
Upon such conversion, the shareholders of the private company or the partners of the firm, or unlisted public company, as the limited liability partnership (LLP) to which firm or such company has converted.
However, anything included in any other law and from the date of registration specified in the certificate of registration issued under the second, third, fourth schedule.
(a) A limited liability partnership (LLP) by the name mentioned in the certificate of registration under this act.
(b) All tangible (movable or immovable) and intangible property ordered by the company or the firm, as the case may be, all rights, interests, assets, liabilities, obligations, privileges identifying to the company or the firm.
(c) The company or the firm, as the case may be, shall be deemed to be removed or dissolved from the records of the ROC or Registrar of Firms.
Issue of the certificate of registration
The LLP act specifies that the Registrar, on satisfying that a private limited company, firm or an unlisted public company, has composed with the provisions of the second, third, fourth schedule. Register the submitted documents under such schedule and issue a certificate of registration under the LLP act.
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