Pvt Ltd Company to LLP Resolution
The board resolution that starts a conversion. It approves the decision and authorises the filings. It does not, on its own, turn the company into an LLP.
- The eligibility conditions checked before you commit to the route
- The shareholder approval and the consents that go with it
- The Form 18 application and what happens afterwards, explained
- Drafted by company secretaries who handle conversions end to end
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What the resolution does
It records the board’s approval of the conversion and authorises the people who will file it.
Where a private limited company is to be converted into a limited liability partnership, a resolution has to be passed at a board meeting. It is drafted on the company letterhead, recorded in the minutes and signed by the authorised director.
What the resolution does is approve the conversion in principle, authorise a director to make the applications, and set the matter down for the members. The conversion itself is a statutory process, and the company continues to exist, with all its filing obligations, until the Registrar issues the LLP’s certificate of registration.
The conditions are strict and worth checking before anything is drafted. Every member of the company has to become a partner of the LLP and nobody else may, the company’s returns have to be up to date, and there must be no security interest subsisting on its assets. A company with a live charge on its books cannot convert until it is satisfied and released.
- Passed at
- A board meeting
- What it does
- Approves and authorises
- It does not convert
- All members
- Become partners
- And nobody else may
- Security interest
- Must be nil
- No subsisting charge on assets
- Applied for in
- Form 18
- With the LLP incorporation form
- Effective on
- The certificate
- Issued by the Registrar
- Governed by
- Third Schedule
- LLP Act, 2008
Why companies come to us for this
- Company secretaries who do these conversions rather than only the drafting
- The eligibility conditions checked before you spend anything
- The board resolution, the members’ approval and the consents drafted together
- We can run the whole conversion, not just the paperwork for it
- Thousands of businesses served across every state in India
What the drafting covers
- A consultation call about the conversion and whether the company qualifies
- The board resolution drafted in the form the minutes require
- The members’ approval and the partners’ consents drafted alongside it
- Guidance on the Form 18 application and what has to accompany it
- Revisions after you have read the draft
This is the resolution. The conversion itself, the applications, the name approval, the LLP agreement and the post-conversion filings, is our conversion service, linked below.
Check these before you start
Every member becomes a partner
All the shareholders of the company, and nobody outside them, become the partners of the LLP. A member who does not want to be a partner has to leave the company first.
No charge on the assets
There must be no security interest subsisting on the company’s assets at the time of the application. A live charge has to be satisfied and released before you can convert.
Filings up to date
The company’s annual returns and financial statements have to be filed. Conversion is not a way out of an overdue filing.
The company keeps filing until it is done
It continues to exist, with every obligation intact, until the Registrar issues the LLP’s certificate of registration. Stopping early is how a conversion turns into a penalty.
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Have questions? Find answers here
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Does the board resolution convert the company?
No. It approves the conversion and authorises a director to make the applications.
The conversion takes effect only when the Registrar registers the LLP and issues its certificate. Until that day the company exists and owes every filing it owed before.
Which law governs the conversion?
The Third Schedule to the Limited Liability Partnership Act, 2008, which sets out the conditions and the procedure for converting a private company into an LLP.
What if there is a charge registered on the company’s assets?
The company cannot convert until it is satisfied and the satisfaction is registered. There must be no security interest subsisting on the assets at the time of the application.
Can a new partner be brought in as part of the conversion?
Not in the conversion itself. The partners of the LLP have to be the members of the company and nobody else. A new partner is admitted afterwards, once the LLP exists.
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And find out on the call whether the company can actually convert.
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