Title: Do you wish to convert an unlisted public company into an LLP?
1Do you wish to convert an unlisted public company
into an LLP
Under section 57 of the LLP act, 2008 an unlisted
public company may convert into an Limited
Liability Partnership (LLP) in accordance with
the provisions of the act.
2convert an unlisted public company into an LLP
- An unlisted public company may convert into
an LLP only. If the partners of the LLP into
which the unlisted public limited company is to
be converted. It may include all the shareholders
of the company. There is no security interest in
its assets - subsisting. In force at the time of application
for such conversion. -
- Select among the shareholders of the
unlisted public limited company who will be the
designated partners of the proposed LLP.
3- Convene a board meeting. As per section 173
of the 2013 act after giving notice to all the
directors of the company corresponding to section
286 of the 1956 act. A resolution approving the
proposal of conversion of the company into
an LLP. It contains the names of the
shareholders. The holders who will be the
designated partners subject to the acceptance of
the shareholders in a general meeting. - .
Also authorize in the said board meeting one of
the designated partners to make the necessary
applications to the ROC for conversion. Do all
deeds and acts in connection with such conversion
4 Make an application in the form for each
designated partners. So selected among the
shareholders of the unlisted public limited
company for registration of Designated Partner
Identification Number (DPIN) along with fee of
Rs.100 to the ROC of the place at Coimbatore.
Where the LLP will be situated electronically
after having it digitally signed by the
applicant. Follow the provisions of
Rule 10 of the LLP rules 2009 and attach. The
documents specified in the sub-rule(2) of the
said rule to form. The rule have those documents
attested or certified by the authorities
mentioned in sub-rule(3) of the said rule.
5Select a name for the proposed LLP. Ensure that
at least six options are given for availability
of name. Make an application in form (1) for
reservation of name along with fee of Rs.200 to
the same ROC electronically. It have signed by
one of the shareholders of the unlisted public
limited company.After obtaining an authorization
to sign and submit the application from other
shareholders. Register incorporation
document for the proposed LLP in form(2). Along
with all attachments with the concerned ROC
electronically with a fee as provided in
the LLP rules 2009.
6Follow the procedure for registration as
incorporation document as mentioned above
Make an application electronically to the
concerned ROC in the format provided in part A of
form(18) together with the statements of
shareholders in the format provided in form(18)
along with the fees as mentioned in the LLP rules
2009.
7 Ensure that the statement mentioned above
contains the following (a) The name and
registration number of the company. (b)
The date on which the registration of a
company was incorporated.
8Attach the following in the form (18)
(a) Statement of consent of shareholders.
(b) Statement of assets and liabilities of
the private limited company duly certified as
true. It is corrected by the auditor.
(c) List of all secured creditors along with
their consent. (d) Approval from any
other body/authority. (e) optional
attachment, if any
9Have the form digitally certified by a partner or
designated partner. It also have it certified by
a company secretary or cost accountant or
chartered accountant. Once the ROC is
satisfied that all the requirements of
the LLP act 2008. The LLP rules 2009 framed there
under are compiled with. He will issue a
certificate of registration under the seal
stating. The LLP is on and from the date
specified in the certificate of registration under
the LLP act 2008.
10If the ROC refuses the registration. It can make
an application to the company law board within 60
days from the date of receipt of such intimation
or refusal.
11Inform the ROC with which registration of
unlisted public limited company is
registered under the provisions of the companies
act 1956. The conversion and the particulars of
the LLP in form (14) within 15 days of the date
of the registration of the LLP.
12Ensure that for a period of 12 months commencing
not later than 14 days. Later on the date of
registration. Every official correspondence of
the LLP bears the following (a) The term that
it was, as from the date of registration in
Coimbatore registered office. The registrar
converted from a company into a LLP. (b)
The name and registration number of the
company from which it was converted.
13Remember that any LLP which conversion the above
provisions. The date of registration in
Coimbatore registered office. It will be
punishable with a fine of Rs. 10000. It may
extend to Rs. 1 lakh and with a further fine. It
has not be less than Rs. 50/-. It may extend to
Rs.500/- for every day. After the first day.
After the default is continues.
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