Board resolution for conversion into LLP (initiation)
A board resolution for conversion into LLP records the board approving the proposal to convert the private company into a limited liability partnership under the Limited Liability Partnership Act 2008 and authorises the filings, including the incorporation and conversion forms. Conversion needs the consent of all shareholders and has tax and eligibility conditions that deserve advice before the board moves.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT subject to the consent of all the shareholders and the approvals required under the Limited Liability Partnership Act 2008, the proposal to convert the company into a limited liability partnership under the name [PROPOSED LLP NAME] be and is hereby approved in principle, and that [NAME], [DESIGNATION], be and is hereby authorised to file the necessary forms and applications and to take all steps incidental to the conversion.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting as the first formal step; shareholder consent and the LLP-side filings follow.
Legal basis: Third Schedule, Limited Liability Partnership Act 2008
Common questions
Which companies can convert into an LLP?
A private company may convert under the Third Schedule of the LLP Act subject to its eligibility conditions, including that there is no security interest subsisting on its assets at the time of application.
Is shareholder consent required?
Yes, conversion requires the consent of all the shareholders; the board resolution only initiates the process.
What happens to the company after conversion?
On registration of the conversion the company’s undertaking vests in the LLP and the company is deemed dissolved and struck off.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.