The Board Resolution For Conversion Of Company Into LLP is a crucial document required when an Indian company decides to change its organizational structure from a company to a Limited Liability Partnership. This resolution is mandated under the Companies Act, 2013 and the LLP Act, 2008, serving as official documentation of the board's approval and specific directives for the conversion process. It becomes necessary when companies seek more operational flexibility, different tax treatment, or reduced compliance requirements through LLP structure. The resolution must include detailed provisions about the conversion process, asset transfers, liability assumptions, and authorizations for executing the conversion. It forms part of the mandatory documentation submitted to the Registrar of Companies and other regulatory authorities to effect the conversion. The document is particularly important as it protects the interests of all stakeholders by clearly outlining the conversion terms and ensuring proper corporate governance in the transition process.
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1. Meeting Details: Date, time, venue of the board meeting, and details of directors present
2. Chairman: Appointment of chairman for the meeting
3. Quorum Confirmation: Confirmation that the required quorum is present as per Articles of Association
4. Previous Meeting Minutes: Confirmation of previous meeting minutes, if any, related to LLP conversion
5. Background and Purpose: Brief background of the company and reasons for conversion to LLP
6. Statutory Compliance Confirmation: Confirmation of compliance with relevant provisions of Companies Act and LLP Act
7. Main Resolution: The core resolution for conversion into LLP, including basic terms and structure
8. Authorization for Conversion: Specific authorization to designated persons to execute conversion-related documents
9. Filing Authorization: Authorization for filing necessary forms with ROC and other authorities
10. Conclusion: Formal closure of the meeting with chairman's signature
1. Valuation Report Discussion: Include when there's a need to discuss and approve company valuation report
2. Creditor Approval: Required when company has significant creditors whose approval is needed
3. Employee Transfer Terms: Include when specific employee transfer terms need board approval
4. Special Asset Transfers: Required when company has special assets requiring specific transfer provisions
5. Shareholder Meeting Authorization: Include when shareholders' approval is required for conversion
6. Foreign Investment Compliance: Required when company has foreign investment requiring specific approvals
1. List of Directors Present: Detailed list of directors present with their DIN and contact details
2. Proposed LLP Structure: Details of proposed LLP structure including partners and capital contribution
3. Asset Transfer List: Comprehensive list of assets to be transferred to LLP
4. Liability Statement: Statement of all liabilities to be transferred to LLP
5. Required Regulatory Approvals: List of all regulatory approvals needed for conversion
6. Designated Partner Details: Information about proposed designated partners of LLP
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Information Technology
Professional Services
Retail
Consulting
Real Estate
Trading
Healthcare
Education
Financial Services
Construction
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Board of Directors
Corporate Governance
Finance
Compliance
Risk Management
Corporate Affairs
Regulatory Affairs
Relevant Roles
Director
Managing Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Lawyer
Finance Manager
Board Chairman
Company Administrator
Risk Management Officer
Corporate Governance Officer
Regulatory Affairs Manager
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