ANNUAL COMPLIANCE AFTER CONVERSION OF COMPANY TO LLP

[anand agarwal]

Dear Professionals,

If one Company's conversion into LLP w.e.f., 22-05-2018, What are the compliance after conversion and do we need to file Form 11 annual return and Form 8 for financial year 2017-18.

Thanks in advance

Thanks and regards

CS Anand Kumar Agarwal

[CS V Kartik]

Your Company got converted into LLP, in the FY 2018-19 (22/05/18), hence for 2017-18 (as per your query) you will have to do Annual filing compliance’s as per the Companies Act 2013 by filing AOC-4 & MGT-7

[Govinda Patil]

System does not allow you to file  Form AOC 4 and MGT 7  foy financial 

year 2017-18

[anand agarwal]

so, there is no need of any compliance for financial year 2017-18 ?

[Govinda Patil]

Unfortunately  Yes.

As you can not file  under Companies Act, 2013 and  also under LLP

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

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[Ravi Sah]

Dear Anand,

Just an advice, meanwhile you may ask the Registrar of Companies to file Annual Return and Financials for the FY 2017-18 (as per the Companies Act, 2013) physically and also try to get there acknowledgement. It would be the safest way. I know the offline filing will not be possible but you may get some solutions directly from the ROC which would help you for future contingencies.

Best regards,

Ravi Sah

[kushla rawat]

Raise ticket with MCA. Let them give you in writing.

Pls let me know once you receive any reply.

सोमवार, 28 मई 2018 को 9:16:30 पूर्व UTC+5:30 को, Ravi Sah ने लिखा:

[GIRIJA NAGVEKAR]

In fact the process of filing the balance sheet and PL should had been completed prior to conversion.

After conversion the system doesn't accept form AOC 4 & MGT 7 

However you can try this solution.

To Form 11 of LLP & also attach shareholders list of the company. 

To Form 8  of LLP also attach the balance sheet & PL of the Company for F.Y 2018.

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CS Girija Nagvekar

Company Secretary -in practise
9960285296

[Govinda Patil]

1. In every situation  filing annual forms is not possible.  Say  if LLP is  incorporated on  10 th of April    How do you go about  it.

2. Or else you should   finalise the accounts at the earliest possible, complete fling  and then convert it into LLP. But  directors /enter pruners  are reluctant to wait till date even though  they are responsible   for accounts etc

3. Your suggestion  to file Form 11 and Form 8. - Since  the financial year is not  ended  ,  LLP forms can not be uploaded.  IN both forms date of year ending needs to be mentioned.

Neither you can  March  2018  as LLP  is not formed by that    nor you can mention 31st March 2019, at it is future date.

4. It is universal problem .  MCA  has to provide clarification  or  devise   new form to handle such situation

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

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[Pranjul Shukla]

Dear Anand Ji, 

It is not possible to file Annual Filing forms of the company which is converted into llp and dissolved, and of the LLP which did not exist in period for which you want to file annual return. (please rethink about what i am saying that, "a company can not be dissolved until it gets completed its all required filings and no question to complete required filings can arise for a company which does not exist today", please let me know if i am wrong. the purpose of all this saying that while you are applying for conversion you need to file ITR, latest audited Statement of accounts and statement of shareholders, in my opinion all compliance done here, otherwise ROC will not allow you to convert company into LLP. These all are my opinions, comments/views of our members are solicited.

On Wednesday, May 23, 2018 at 6:00:24 PM UTC+5:30, anand agarwal wrote:

[Govinda Patil]

In conversion of company into LLP,  company is not dissolved. IN Dissolution  no assets  or liabilities exist.

In case of conversion  LLP takes over all assets and  liabilities as on the date of conversion.

Purpose  of statement of account is to ascertain the assets and liabilities.  Here it is not required to make it zero  like in case of voluntary strike off

I am firm opinion that  once company is converted into LLP, it is not possible to file annual filing  forms   if it is not done before conversion.

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

[anand agarwal]

Actually after conversion of company into LLP, it is not possible to to file Annual Return with ROC

and all the further compliance will be done as per LLP Act.

On Wednesday, May 30, 2018 at 1:26:01 PM UTC+5:30, Govinda Patil wrote:

In conversion of company into LLP,  company is not dissolved. IN Dissolution  no assets  or liabilities exist.

In case of conversion  LLP takes over all assets and  liabilities as on the date of conversion.

Purpose  of statement of account is to ascertain the assets and liabilities.  Here it is not required to make it zero  like in case of voluntary strike off

I am firm opinion that  once company is converted into LLP, it is not possible to file annual filing  forms   if it is not doallne before conversion.

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

On Wed, May 30, 2018 at 12:50 PM, Pranjul Shukla <pranj...@gmail.com> wrote:

Dear Anand Ji, 

It is not possible to file Annual Filing forms of the company which is converted into llp and dissolved, and of the LLP which did not exist in period for which you want to file annual return. (please rethink about what i am saying that, "a company can not be dissolved until it gets completed its all required filings and no question to complete required filings can arise for a company which does not exist today", please let me know if i am wrong. the purpose of all this saying that while you are applying for conversion you need to file ITR, latest audited Statement of accounts and statement of shareholders, in my opinion all compliance done here, otherwise ROC will not allow you to convert company into LLP. These all are my opinions, comments/views of our members are solicited.

On Wednesday, May 23, 2018 at 6:00:24 PM UTC+5:30, anand agarwal wrote:

Dear Professionals,

If one Company's conversion into LLP w.e.f., 22-05-2018, What are the compliance after conversion and do we need to file Form 11 annual return and Form 8 for financial year 2017-18.

Thanks in advance

Thanks and regards

CS Anand Kumar Agarwal

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[Pankaj CS]

Has anybody got the solution? Kindly suggest, I got the company converted into LLP in April only and the process was on since march.

In my view, we already file audited accounts along with list of shareholders at the time of conversion, so we may not be required to file again the same.

Regards

Pankaj

For

Pankaj K & Associates

Company Secretaries