Counsel

Yes, you can easily convert your private company into an LLP by taking the following steps:

1. Obtain DIN (Director Identification Number), if you do not possess one.
2. Call a Board Meeting where a resolution for the conversion of the company into LLP is to be passed. Another resolution that needs to be passed is for authorizing any director to apply for the name of LLP. After passing of such a resolution, an application for name availability is to be filled in E-form LLP 1 with the Registrar of Companies. Along with such application, the board resolution regarding conversion also needs to be attached.
3. Once the application is submitted, obtain the approval certificate from the Registrar of Companies.
4. Draft the LLP agreement containing the name of the LLP, name of the partners and designated partners, a form of contribution, profit sharing ratio, rights, duties and liability of each of the partners, a proposed business activity that the partners would carry on and the rules that shall govern the LLP. All these details need to be filled in E-form 3 within 30 days of incorporation.
5. For the purposes of incorporation, E-form 2 is to be filled up by attaching documents like proof of address of registered office of LLP, subscription sheet signed by the partners, notice of consent and appointment of designated partners along with their personal details and the detail of LLP.
6. E-Form 18 needs to be filled with the registrar of companies. Following attachments need to be put in this form:

• Statement of shareholders.
• Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
• Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
• List of all the Secured creditors along with their consent to the conversion.
• Approval of the governing council (In case of professional private limited companies)
• NOC from Income Tax authorities and Copy of acknowledgment of latest income tax return.
• Approval from any other body/authority as may be required.
• Particulars of pending proceedings from any court/Tribunal etc.

After filling of all the above documents and approval of the same from the registrar and ministry, the registrar would issue a certificate of registration in Form 19 for the conversion. This certificate shall be the conclusive evidence of conversion into LLP. After receiving the certificate of conversion, within 15 days of the date of registration, you need to intimate the registrar of companies about the acceptance in E-form 14 along with a copy of the certificate of incorporation of formation of LLP and copy of incorporation.