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Board Resolution for Conversion into LLP
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________
Time: __________
SUBJECT: CONVERSION OF PRIVATE LIMITED COMPANY INTO LLP
RESOLVED THAT the consent of the Board be accorded to convert the Company into a Limited Liability Partnership.
Proposed Name of LLP: M/s ________________
Signature
Board Resolution for Conversion of Private Limited Company into LLP
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Conversion of Private Limited Company into LLP is a formal corporate document that records the Board of Directors' consent to convert the existing private limited company into a Limited Liability Partnership. Under the Limited Liability Partnership Act, 2008, and the Companies Act, 2013, a private limited company may convert itself into an LLP subject to compliance with prescribed conditions and procedures. Prior board approval is mandatory before seeking shareholder consent for such conversion.
This resolution specifies the proposed LLP name, confirms the transfer of all assets, liabilities, property, rights, privileges, and obligations from the company to the LLP, and authorises designated representatives to complete the conversion formalities. The document is essential for filing the conversion application with the Registrar of Companies and forms part of the documentation required under the LLP Rules, 2009. It is commonly used when businesses seek the operational flexibility and compliance simplicity offered by the LLP structure.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under both the Companies Act, 2013 and the LLP Act, 2008 are properly addressed. A ready-to-use template saves valuable time during board meetings, reduces the risk of procedural errors, and provides a consistent framework that captures essential conversion details including asset transfer provisions and authorisation scope. Standardised formats facilitate smoother ROC processing.
Relevance to Business Restructuring
Converting a private limited company into an LLP is a significant business restructuring decision. Following successful conversion, the LLP will need to update its registrations with various authorities, including obtaining fresh GST Registration as the entity type changes from a company to an LLP. The converted LLP inherits all rights and obligations of the erstwhile company, and partners should ensure all statutory compliances are updated to reflect the new business structure.
Board Resolution for Conversion of Private Limited Company into LLP – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: CONVERSION OF PRIVATE LIMITED COMPANY INTO LIMITED LIABILITY PARTNERSHIP (LLP)
"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the Companies (Authorised to Register) Rules, 2014, and Section 56 read with Section 58 and Schedule III of the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009, and subject to the approval of the shareholders of the Company and such other approvals as may be required, the consent of the Board of Directors be and is hereby accorded to convert the Company into a Limited Liability Partnership.
Proposed Name of LLP: M/s __________________________________________
Upon such conversion taking effect:
• All assets, liabilities, and property of the Company shall stand transferred to and vested in the LLP;
• All rights, privileges, obligations, and interests of the Company shall become the rights, privileges, obligations, and interests of the LLP;
• All contracts, agreements, and arrangements subsisting immediately before the conversion shall continue in full force and effect against or in favour of the LLP;
• The shareholders of the Company shall become partners of the LLP in accordance with the LLP Agreement.
RESOLVED FURTHER THAT any Director of the Company be and is hereby empowered and authorised to take all necessary steps in relation to the above conversion..."
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Is the board resolution format for conversion of private limited company into LLP different for different companies?
No, the basic structure and legal content of the board resolution format remains the same for all private limited companies seeking conversion into LLP. However, the specific details such as company name, CIN, proposed LLP name, and authorised signatories will vary for each company. The resolution must reference the applicable provisions of both the Companies Act, 2013 and the LLP Act, 2008.
2. Is the format for conversion of private limited company into LLP to be on company letterhead?
While there is no strict legal requirement mandating the use of company letterhead, it is considered standard corporate practice and adds authenticity to the document. Using official letterhead facilitates easy identification and verification by the Registrar of Companies and other stakeholders. Most companies maintain all board resolutions on official letterhead as part of good corporate governance practices.
3. Who can be considered as an authorized signatory for the board resolution for conversion of private limited company into LLP?
Any director present at the board meeting or the company secretary (if appointed) may be authorised to sign the certified true copy of the resolution. The Board typically designates one or more directors through the resolution itself to execute all conversion-related documents, file necessary forms with the ROC, and represent the company before regulatory authorities during the conversion process.
4. Is the signature of all directors mandatory on Board resolution format for conversion of private limited company into LLP?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The minutes should record the names of directors present, those who voted in favour, and any abstentions or dissents.
5. Does the Board Resolution format for conversion of private limited company into LLP need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary of the company. However, for filing conversion forms with the Registrar of Companies, a practising professional such as a Chartered Accountant, Company Secretary, or Cost Accountant may be required to certify certain forms.
