Under section 57 of the LLP Act, 2008, an unlisted public company may convert into a Limited Liability Partnership (LLP) by following the provisions of the Act. The key steps are: (1) the unlisted public company passes a board resolution to approve the conversion, (2) designated partners from among the shareholders apply to the ROC for registration, and (3) upon verifying all requirements are met, the ROC issues a certificate registering the new LLP.

1. Under section 57 of the LLP act, 2008 an
unlisted public company may convert into an
Limited Liability Partnership (LLP) in
accordance with the provisions of the act.
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2. convert an unlisted public company into an LLP
• An unlisted public company may convert into an LLP only. If
the partners of the LLP into which the unlisted public limited
company is to be converted. It may include all the
shareholders of the company. There is no security interest in its
assets
subsisting. In force at the time of application for such conversion.
• Select among the shareholders of the unlisted public limited
company who will be the designated partners of the proposed
LLP.
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3. • Convene a board meeting. As per
section 173 of the 2013 act after giving
notice to all the directors of the company
corresponding to section 286 of the 1956
act. A resolution approving the proposal
of conversion of the company into an LLP.
It contains the names of the shareholders.
The holders who will be the designated
partners subject to the acceptance of the
shareholders in a general meeting.
•.
Also authorize in the said board meeting one of the
designated partners to make the necessary applications to the ROC for
conversion. Do all deeds and acts in connection with such conversion
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4. Make an application in the form for each
designated partners. So selected among the
shareholders of the unlisted public limited company
for registration of Designated Partner
Identification Number (DPIN) along with fee of
Rs.100 to the ROC of the place at Coimbatore.
Where the LLP will be situated electronically after
having it digitally signed by the applicant.
Follow the provisions of Rule 10 of the LLP rules
2009 and attach. The documents specified in the
sub-rule(2) of the said rule to form. The rule have
those documents attested or certified by the
authorities mentioned in sub-rule(3) of the said rule.
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5. Select a name for the proposed LLP. Ensure that at least six
options are given for availability of name.
Make an application in form (1) for reservation of name
along with fee of Rs.200 to the same ROC electronically. It have
signed by one of the shareholders of the unlisted public limited
company.After obtaining an authorization to sign and
submit the application from other shareholders.
Register incorporation document for the proposed LLP in
form(2). Along with all attachments with the concerned ROC
electronically with a fee as provided in the LLP rules 2009.
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6. Follow the procedure for registration as
incorporation document as mentioned
above :
Make an application electronically to
the concerned ROC in the format
provided in part A of form(18) together
with the statements of shareholders in
the format provided in form(18) along
with the fees as mentioned in
the LLP rules 2009.
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7. Ensure that the statement mentioned above contains the
following :
(a) The name and registration number of the company.
(b) The date on which the registration of a company was
incorporated.
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8. Attach the following in the form (18) :
(a) Statement of consent of shareholders.
(b) Statement of assets and liabilities of
the private limited company duly certified as
true. It is corrected by the auditor.
(c) List of all secured creditors along with their
consent.
(d) Approval from any other body/authority.
(e) optional attachment, if any
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9. Have the form digitally certified by a partner or
designated partner. It also have it certified by a
company secretary or cost accountant or chartered
accountant.
Once the ROC is satisfied that all the requirements
of the LLP act 2008. The LLP rules 2009 framed there
under are compiled with. He will issue a certificate of
registration under the seal stating. The LLP is on and
from the date specified in the certificate
of registration under the LLP act 2008.
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10. If the ROC refuses the registration. It can make an application to
the company law board within 60 days from the date of receipt of
such intimation or refusal.
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11. Inform the ROC with which registration
of unlisted public limited company is
registered under the provisions of the
companies act 1956. The conversion and
the particulars of the LLP in form (14)
within 15 days of the date of
the registration of the LLP.
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12. Ensure that for a period of 12 months commencing not later than 14
days. Later on the date of registration. Every official correspondence
of the LLP bears the following
(a) The term that it was, as from the date of registration in
Coimbatore registered office. The registrar converted from a
company into a LLP.
(b) The name and registration number of the company from which
it was converted.
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13. Remember that any LLP which conversion the above
provisions. The date of registration in Coimbatore
registered office. It will be punishable with a fine of Rs.
10000. It may extend to Rs. 1 lakh and with a further fine.
It has not be less than Rs. 50/-. It may extend to Rs.500/-
for every day. After the first day. After the default is
continues.
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14. http://www.onlinecompanyregistration.in/