Company into an LLP
Can this company become an LLP?
The short answer
Every shareholder becomes a partner, and nobody else does. No security interest may be subsisting on the assets. Form 18, not Form 17. On registration the property and liabilities vest in the LLP and the company is dissolved.
A private company under section 56 of the LLP Act, or an unlisted public company under section 57. Not a listed company.
Not yet verified against the latest textAct-sourced — LLP Act, sections 56, 57 and 58, and the Third and Fourth Schedules.
Step by step
1
The tests
Every shareholder becomes a partner and nobody else does. No security interest is subsisting. A private company uses the Third Schedule. An unlisted public company uses the Fourth. A listed company cannot.
2
Form 18
Not Form 17. Form 17 is a firm. Attach the consents, the statement of assets and liabilities, and the agreement.
3
Effect
On registration the property and liabilities vest in the LLP and the company is dissolved. Section 58.
4
Sign, upload, pay
A director, on the LLP form submits the web form at mca.gov.in as a business user. The SRN appears in My Application. Download the PDF, sign it with the DSC already associated to the DIN, DPIN, PAN or membership number on the form, upload that PDF against the same SRN, and pay.
Forms
- Form 18 — Conversion of a company into an LLP.
Papers
- Shareholder consent
- Statement of assets and liabilities
- Latest income-tax return, as the Schedule requires
- LLP agreement
Where this filing fails
- Form 17 is a firm into an LLP. Form 18 is the company.