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    Conversion of Partnership Firm Into LLP

    Posted By : Sachin / Published on : 10-Mar-2021 01:33 PM / View : 136 / Comment : 1
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    Dear Members

    Can anyone please share draft of documents of Conversion of Partnership Firm into LLP.

    Thanking in advance
    Read more on : into firm partnership conversion

    • CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE DIRECTORS OF ________________ PRIVATE LIMITED ON (DATE) AT ITS REGISTERED ADDRESS AT _________, _________, City : ___________, Pin Code : ______ State : _______________.  AT 3.00 PM

       
       
      CONSENT FOR CONVERSION OF THE COMPANY IN TO LLP :-
       
       
      RESOLVED THAT subject to the approval of share holders, and other applicable provisions, the Company do apply for its conversion into a Limited Liability Partnership (“LLP”) under the name and style “_________________-” or such other name as may be made available by the Registrar of Limited Liability Partnership.
       
      RESOLVED FURTHER THAT Mr. ______________ and Mr. _____________ shall act as Designated Partners of the proposed LLP and other shareholders of the Company as on the date of conversion, if any, shall be Partners in the proposed LLP.
       
      RESOLVED FURTHER THAT Mr. ______________ be and are hereby severally authorised to sign and file necessary applications, forms and such other documents as may be required to be filed with the Registrar of LLP for the purpose of conversion of the Company into LLP.
       
      RESOLVED FURTHER THAT Mr. ______________, director of the Company be and are hereby severally authorized to issue a ‘true copy’ of this resolution to the concerned authorities /parties as may be necessary and they be authorized to act thereon.”
       
      CERTIFIED TRUE COPY

       

      FOR & ON BEHALF OF

      ________________ PRIVATE LIMITED

       

       
      _________________________

       

      Mr.
      (Director) 
       
      Date :

      Place: 


       
       EGM Resolution
       

      ==========================================

      CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE MEMBERS OF ________________ PRIVATE LIMITED AT THE EXTRA ORDINARY GENERAL MEETING HELD ON_________(DATE) AT  _________, _________, City : ___________, Pin Code : ______ State : _______________.  AT 3.00 PM

       

      RESOLVED THAT pursuant to applicable provisions of the Limited Liability Partnership Act, 2008, and other provisions as may be applicable, the members hereby accord their consent for conversion of the Company into a Limited Liability Partnership (“LLP”) under the name and style “________________”;
       
      RESOLVED FURTHER THAT, Mr. ____________________________, the director of the Company be and is hereby severally authorized to finalize, sign and execute all such agreements, deeds, documents, papers and other writings on behalf of the Company as may be necessary for the purpose of conversion of the company into LLP and to do all acts and things as may be required under the Limited Liability Partnership Act, 2008 and applicable rules from time to time in this regard.”
       
      CERTIFIED TRUE COPY

      FOR & ON BEHALF OF

       

      ________________ PRIVATE LIMITED
      _________________________

       

      Mr.
      (Director) 
       
      Date :

      Place:



      Q & A – Conversion of Pvt Co. into LLP
       
      Sr. No Question Answer
      1. Name of the proposed LLP  
      2. Name , father’s name and DOB of the Designated Partners
      1. Mr. ______________
      Father’s Name: ______
      DOB:______
      1. Mr. ___________
      Father’s Name: ______
      DOB:______
      3. Address of the DPs  
      3. Proposed Business
       
      4. Address of the Registered Office  
      5. Name of the Company  Private Limited
      6. CIN of the Company  
      7. Date of Incorporation  
      8. Proposed Monetary Contribution of the partners  
      9. Whether any security interest in the assets of the company is subsisting or in force  
      10.
      Whether any conviction, ruling, order, judgment of any Court, Tribunal or other authority in favor of or against the company is subsisting.
       
      11.
      Mutual Rights and Duties of partner
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      12.
      Restrictions if any
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      13.
      Management and Administration of LLP
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      14
      Details of Indemnity Clause
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      15.
      Clause related to resolution of disputes
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      16.
      Information relating to voluntary winding up
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
      17.
      Information relating to clauses of agreement
      1. relating to rule 16 (2)
      2. relating to rule 17 (1)
      3. relating to rule 20 (1)
      4. relating to rule 24(18) (a)}
      (will be filled as per LLP Agreement/ Schedule I of LLP Act)
       
       
       
      STATEMENT OF ASSETS AND LIABILITIES
       
      …………………….. PRIVATE LIMITED
       
      On the basis of the books of accounts, records and other documents produced, we hereby certify that statement of assets and liabilities of Private Limited as on ………………, 2015 are as under:

       

      Liabilities
      Amount (Rs.)
      Amount (Rs.)
       
       
       
       
       
       

       

      Assets
      Amount (Rs.)
      Amount (Rs.)
       
       
       
       
       
       

       

      For
      Firm Registration Number:
       
       
      ________________
      Chartered Accountants

       

      Name:
      Partner
      Membership Number: 
       
       
      Date:
      Place:
       
       
      CONSENT   LETTER
       
       
      I, _____________________ give my consent to become a designated partner of the “________________ LLP” pursuant to section 7(4) /25(3) (c) of the Limited Liability Partnership Act, 2008.
       
       
      I also hereby undertake to contribute money or other property or other benefit or to perform services for LLP as per my obligations described in the LLP agreement.
       
       
      Regards,
       
      Yours Truly,
       
       
       
      (________________)
       
      DIN : ___________
       
       
      Date : 
      Place : 



      Detail of Designated Partners
       
       
      Date: 
       
      To,
      Office of Registrar,
      Limited Liability Partnerships,
      Ministry of Corporate Affairs,
       
      Address:------
       
      Dear Sir(s),
       
      Subject: Acting as a Designated Partner
       
      _____________________, hereby give my consent to act as a designated partner of ________________ Private Limited which has passed a resolution dated ________ pursuant to Section 7(4)/25(3)(c) of the Limited Liability Partnership Act, 2008.
       
      I, hereby undertake to contribute money or other property or other benefit or to perform services for LLP as per the obligations described in the LLP Agreement.

       

      Thanking You,
      Yours faithfully

       

      Mr. ________________________
      (Partner)
       
      1. DIN/DPIN : _____________
      S. No.
      CIN/LLPIN
      Name of the Company / LLP
      1. U_____________________ ______________ PVT. LTD.
      1. DIN/DPIN : ___________
      S. No.
      CIN/LLPIN
      Name of the Company / LLP
      1. Nil Nil

       

      Date:
       
      Place:
       
       
       
       
      NO OBJECTION CERTIFICATE
       
       
      WHOMESOEVER IT MAY CONCERN
       
       
       
      To,
       
      ______________________
       
      Designated Partner
       
      _________________________ LLP
       
       
       
       
      I undersigned being ________________ residing at _________,  City : ___________, Pin Code : ______ State : _______________. I have my property situated at _________, _________, City : ___________, Pin Code : ______ State : _______________. I have no objection that my said property being used for registered office of LLP___________________ LLP till its new premise of the office is being registered with the Registrar of Companies.
       
       
      I further state that if any documents that are being served in the name of LLP I will handover it to management of the Company.
       
       
      The certificate is being issued for the consent of the concerned party.
       
       
       
      ___________________
       
      (Name of Owner)
       
      Date:
       
      Place:
       
       
       
      NOC From Secured Creditor
       
       
      With reference to Captioned subject matter regard to Conversion of Private Limited Company into Limited Liability Partnership, We the secure Creditor of the Company as on dated ___________ an amount as stated below is due to us by the Company.
       
       
      We further inform that we have no objection of Conversion of Private Limited Company into Limited Liability Partnership.
       
      Sr .No.
      Name of Secured Creditor
      Amount Due
      Signature
      1.
      Nil
      -
      NA
      2.
      Total
      -
       
       
      Date:
       
      Place:
       
       
       
      Statement of Shareholders
       
      I, undersigned, the shareholder of________________ Private Limited and also named in the incorporation document of ______________ LLP as a Designated Partner, hereby, give my consent for the conversion of the said company ________________ Private Limited into the__________________ LLP the Limited Liability Partnership (LLP) and to register the said LLP under the provisions of the Limited Liability Partnership Act, 2008 and Rules, Regulations etc. made thereunder:- 
       
      I, hereby state as under: 
       
      1. That all the requirements of the Limited Liability Partnership Act, 2008 and the Rules made there under have been complied with, in respect of conversion of Private Company into Limited Liability Partnership and matters precedent and incidental thereto: 
         
      2. That all the Partners of the Limited Liability Partnership comprise all the Shareholders of the Company and no one else: 
         
      3. That the applicable clearance, approvals or permissions for conversion of the Company into a Limited Liability Partnership from any authority/authorities have been obtained. 
         
      4. That the consent of all the Secured Creditors for conversion of the Company into Limited Liability Partnership has been obtained: Not applicable as there are no secured creditors to the company.
         
      5. That all the documents due for filing including latest Balance Sheet and Annual Return have been filed under the provisions of the Companies Act, 2013(erstwhile The Companies Act, 1956): 
         
      6. That to the best of my knowledge and belief the information given in this form and its attachments is correct and complete.

       

      _______________________

       

      (Name of shareholder)
       
      Place :
      Date: 
       
       
       
      Subscription Sheet 
       
       
      We, the several Partners whose names are subscribed below, are desirous of being formed into a LLP for carrying on a lawful business with a view to earn profit and have entered or agreed to entered into LLP Agreement in writing. We respectively agree to contribute money or other property or other benefits or to perform services for the LLP in accordance with the LLP Agreement, the particulars of which are set stated number 7 and 8 against our respective names. 
       
       
      Name of each Partner
      Designation
      (Designated partner/partner)
      Signature of Designated Partner/Partner/
      Nominee of Body
      Corporate
      Name, address and profession (along with professional membership number) of witness
      Signature of Witness
       
      Designated partner
       
       
       
       
      Designated partner
       
       
      Date:
      Place:
      19-08-2021 / 07:05:41 AM
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