Procedures: converting a private company into an LLP; changing an LLP's registered office

(i) Conversion of a private limited company into an LLP (s. 56, Third Schedule)

1. Eligibility (para 2). The company may apply only if, when it applies, (a) none of its assets is subject to a current security interest, and (b) every shareholder of the company is to be a partner of the LLP, and nobody else is.
2. Statements to be filed (para 3). It files with the Registrar, with the fee and in the prescribed form, a statement signed by all its shareholders that gives the company's name, registration number and date of incorporation; the LLP's incorporation document and the section 11 statement of compliance go with it.
3. Registration (para 4). Subject to the Act and the Rules, the Registrar registers these documents and issues a certificate of registration, which names the date from which the LLP stands registered.
4. Result. On registration the company's undertaking, property, rights and liabilities pass to the LLP, and the company, its shareholders, the LLP and its partners are bound by the Schedule (para 2(3)).

(ii) Change in the registered office of an LLP (s. 13; rule 17 of the LLP Rules, 2009)

1. Every LLP must keep a registered office, the address at which it is sent and receives its communications and notices (s. 13(1)), and at which documents may be served on it (s. 13(2)).
2. Approval (rule 17(1)). The LLP follows the procedure laid down in its LLP agreement; where the agreement provides none, the consent of all the partners is required. For a move from one State to another, an LLP that has secured creditors must also obtain their consent.
3. Notice in Form 15 (s. 13(3); rule 17(2)). The LLP files a notice of the change with the Registrar in Form 15, with the fee, within 30 days of obtaining that approval where the office moves within the same State; for a move to another State the 30 days run from compliance with sub-rule (4).
4. Particulars of proceedings (rule 17(3)). Where there is any conviction, ruling, order or judgment against the LLP, the notice states the particulars of prosecutions initiated against it and show cause notices received by it for alleged offences under the Act.
5. Moving to another State (rule 17(4)). At least 21 days before filing the notice, the LLP advertises the change in a daily newspaper in English and one in the district's principal language, circulating in the district of its registered office.
6. Moving to another Registrar's area (rule 17(5)). Whenever the office moves out of one Registrar's jurisdiction, whether to another State or to another Registrar within the same State, Form 15 is filed with the Registrar the LLP is leaving, and a copy goes for information to the Registrar whose area it is moving into.
7. When effective. The change takes effect only upon the filing of the notice (s. 13(3)).
8. Default. A breach of section 13 costs the LLP, and each of its partners, ₹500 for every day it lasts, subject to a ceiling of ₹50,000 each (s. 13(4)).