Applicable provisions: 

Section 56 of the LLP Act, 2008  read with Third Schedule in case of conversion of Private Limited Company into LLP;

Section 57 of the LLP Act, 2008  read with Fourth Schedule in case of conversion of Unlisted Public Limited Company into LLP;

“Convert” means :

“Convert” in relation to a company converting into a Limited Liability Partnership (LLP), means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the private company to the LLP in accordance with the applicable Schedule.

Certain Companies not eligible for conversion :

A Company not having Share Capital (i.e., limited by guarantee)

A Company registered u/s 8 of the Companies Act, 2013 (earlier u/s 25 of the Companies Act, 1956)

A Cost and Benefit analysis must be done before taking the decision for conversion of a Company into an LLP.

The broad heads are:

·     Compliances that are involved in running of the entity

·      Applicability of Capital Gain Tax 

·      Rate of Taxation

·      Applicability of MAT 

·       Allowance of Unabsorbed depreciation and accumulated losses

·      Borrowings and financial requirements of the business

·     Stamp Duty on Transfer of Immovable Assets, If any.

·      Application for GST in name of new entity

·     Cost on transfer of Brand Name, Patent(s) and Trade Mark(s) on conversion, if any.

·    Cost of forming of LLP for the purpose of conversion.

Changes to be made after Conversion: 

Under Companies Act, 2013

a. Print the new LLP Agreement with new Certificate of Incorporation.

b. Alter the name plate affixed on the outside of every office or place in which its business is carried on and also include, along with its name, the former

name or names so changed during the last two years. (Eg: ABC LLP (formerly ABC Private Limited) or XYZ (OPC) Private Limited (formerly XYZ

Private Limited))

c. In case of One Person Company, the words "One Person Company" shall be mentioned in brackets below the name of such company, wherever its

name is printed, affixed or engraved.

d. Alter its Common seal, if any.

e. Alter it letterhead, business letters, billheads, letter papers and in all its notices and other official publications.

f. Alter the hundies, promissory notes, bills of exchange and such other documents and also include, along with its name, the former name or names so

changed during the last two years. Eg: ABC LLP (formerly ABC Private Limited) or XYZ (OPC) Private Limited (formerly XYZ Private Limited))

g. Arrange new rubber stamps with new name

File Necessary Amendment Application with the following Organisations/Agencies:

a. Update Entity DSC

b. Bank(s) where the entity maintains its Account(s)

c. Update PAN/TAN/GST

d. Basic Utility Service Providers (eg: Electricity, Water, Internet, Telephone etc.)

e. Inform all the concerned parties where company has made investment(s), taken loan(s), given guarantee(s)

f. Intimate Insurance companies, 

g. Update agreements etc.

h. Intimate and update where the entity applies for tenders

i. Goods and Services Act

j. Shops & Establishment Act

k. Private Security Agency Act

l. EPFO

m. ESIC

n. MSME, FSSAI, DIPP, EXIM, FEMA registration, if any

o. Trade License, Professional Tax

p. Factories Act and other Labour Laws

q. Industry Specific Laws