The Essential Guide for conversion of Private Company to LLP.

This conversion is governed by the Limited Liability Partnership Act, 2008 (LLP Act) and the Limited Liability Partnership Rules, 2009, particularly Schedule III of the LLP Act.

As you are a Company Secretary Professional intending to publish a blog post, I will present the information in the requested seven-point structure.

📝 Procedure for Conversion of a Private Company into an LLP

Term	Definition	Relevant Provision
Private Company	A company as defined under Section 2(68) of the Companies Act, 2013.	Companies Act, 2013
LLP	A body corporate formed and incorporated under the LLP Act, 2008, having limited liability for its partners.	Section 2(1)(n) of LLP Act, 2008
Designated Partner (DP)	Any partner designated as such in the LLP agreement, responsible for all acts, matters, and things as are required to be done by the LLP in respect of compliance.	Section 2(1)(j) of LLP Act, 2008
Security Interest	Any charge, mortgage, or hypothecation subsisting on the assets of the company at the time of conversion application.	Schedule III of LLP Act, 2008

The conversion of a Private Limited Company to an LLP is governed by the following:

Section 56 of the LLP Act, 2008: Power to convert a company into an LLP.
Schedule III of the LLP Act, 2008: Detailed provisions for the conversion of a private company or unlisted public company into an LLP.
Rule 39 of the LLP Rules, 2009: Stipulates the forms and procedure for conversion, read with the MCA’s notification regarding the filing of the FiLLiP and eForm 18 (now merged/filed together in the V-3 MCA portal).
Section 173 (Board Meetings) and Section 114(2) (Special Resolution) of the Companies Act, 2013 (for the initial company compliance).

A Private Limited Company may convert into an LLP only if the following mandatory conditions specified in Schedule III are satisfied:

No Security Interest: There must be no security interest subsisting or in force on any of the assets of the Company at the time of application. All secured loans and charges must be cleared/satisfied.
All Shareholders as Partners: All the shareholders of the Company at the time of conversion must become the partners of the LLP, and no one else. (The shareholding ratio in the Company must be maintained as the capital contribution/profit-sharing ratio in the LLP to avail of certain Income Tax benefits, though this is not a mandatory legal requirement for conversion under the LLP Act).
Statutory Compliance: The company must have filed at least one set of Annual Returns (MGT-7/7A) and Financial Statements (AOC-4) after its incorporation. All due e-forms must be filed.
Shareholder Consent: Unanimous consent of all the shareholders for the conversion must be obtained via a Special Resolution.

The conversion is primarily administrative, but the Registrar of Companies (ROC) enforces the strict eligibility criteria.

Emphasis on Creditor Protection: The requirement to have no subsisting security interest is the paramount condition. The ROC scrutinizes the status of all charges filed under the Companies Act, 2013. The company must ensure all charges are marked as 'Satisfied' or obtain explicit No-Objection Certificates (NOCs) from all secured creditors.
Judicial View on Tax Neutrality: The conversion is generally treated as tax-neutral under Section 47(xiiib) of the Income Tax Act, 1961, provided the conditions related to turnover, asset value, and proportional continuity of membership/capital are met. While not a direct LLP Act procedure, a CS must advise the client that meeting these Income Tax criteria is the main commercial driver for conversion.

The procedure can be summarised as follows:

Obtain DPIN/DSC: Ensure all proposed Designated Partners have a Digital Signature Certificate (DSC) and a Designated Partner Identification Number (DPIN).
Board & General Meeting: Convene a Board Meeting and then an Extraordinary General Meeting (EGM) to pass a Special Resolution for conversion and to authorise directors to file necessary forms.
Clear Charges & Get Consent: Pay off or satisfy all secured loans/charges. Obtain unanimous written consent from all shareholders and all secured creditors.
Name Reservation (RUN-LLP): Apply to the ROC for reserving the name of the LLP using RUN-LLP Form (the proposed name is usually the Company name plus "LLP" instead of "Private Limited").
Simultaneous Filing: File the application for conversion using eForm 18 (Application and Statement for Conversion) along with the FiLLiP form (Form for Incorporation of LLP) with the Registrar of Companies (ROC).
Certificate of Registration: Upon verification, the ROC issues the Certificate of Registration of the LLP, and the Private Company is deemed to be dissolved without winding up.
Post-Conversion Compliance: File the LLP Agreement (Form 3) and file Form 14 (Intimation to ROC) about the conversion.

Board Resolution and Special Resolution (EGM Minutes) for conversion.
Statement of Consent of all Shareholders (Mandatory).
Statement of Assets and Liabilities of the Company certified by a Chartered Accountant, not older than 30 days from the date of filing eForm 18.
List of all Secured Creditors along with their NOC/Consent for conversion.
Copy of the latest Income Tax Return (ITR) acknowledgment of the Company.
Incorporation Documents of the Company (COI, MOA, AOA).
Consent of Partners to act as DP/Partner in the LLP (Form 9 is now included in FiLLiP).
Proof of Registered Office of the LLP (Utility bill not older than 2 months, NOC).

Form	Purpose	Authority	Due Date / Timeline
RUN-LLP	Reservation of the Name of the proposed LLP.	Registrar of Companies (ROC)	Pre-conversion
FiLLiP (Web-based)	Incorporation document (includes application for DPIN and partner details).	Central Registration Centre (CRC)	Filed along with Form 18
eForm 18 (Web-based)	Application and Statement for Conversion of a Company into LLP (Schedule III).	Central Registration Centre (CRC)	Filed along with FiLLiP
Form 14	Intimation to the concerned Registrar of Companies about the conversion.	ROC (under Companies Act, 2013)	Within $\mathbf{15 \text{ days}}$ from the date of LLP registration.
Form 3	Filing of the LLP Agreement.	ROC (under LLP Act, 2008)	Within $\mathbf{30 \text{ days}}$ of the LLP's registration.