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Board Resolution For Conversion Of Company Into Llp for India

Board Resolution For Conversion Of Company Into Llp Template for India

A formal board resolution document required under Indian company law for converting a private or public limited company into a Limited Liability Partnership (LLP). This document records the board's official decision and authorization for the conversion process, complying with the provisions of the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. It includes specific authorizations for designated individuals to execute the conversion process, details of asset and liability transfers, and necessary regulatory compliance measures. The resolution serves as a primary legal document evidencing the company's intention and approval for structural transformation.

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Board Resolution For Conversion Of Company Into Llp

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What is a Board Resolution For Conversion Of Company Into Llp?

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.

What sections should be included in a Board Resolution For Conversion Of Company Into Llp?

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

What sections are optional to include in a Board Resolution For Conversion Of Company Into Llp?

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

What schedules should be included in a Board Resolution For Conversion Of Company Into Llp?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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

Industries








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