Process of Conversion of Partnership Firm into Limited Liability Partnership (LLP) By CS Priya Dua


Eligibility for conversion of Partnership Firm to LLP:

The partnership firm must be registered under the Indian Partnership Act, 1932. If the firm is not registered under the Indian Partnership Act, 1932 than the name of the Statute under which it is registered has to be mentioned at the time of conversion.
 
Steps for the Conversion of Partnership Firm to LLP

1. Requirement of Digital Signature:


Partners in a Partnership Firm shall necessarily have Digital Signature as it will be required for filling up of various Forms. So the Partners shall make arrangement to obtain Digital Signature.


2. Requirement of DIN or DPIN:


Partners registered in a partnership firm does not generally have DIN (Director Identification Number). DIN is a unique number issued by the Central Government. This number is issued to a person only once and can be used by the person throughout this life without any compliance.


3. Name Approval:


After the DIN availability process is over, a person can apply for the Name reservation of the proposed LLP through the Ministry of Corporate Affairs. The Reservation of the name of the LLP must be obtained before filing the forms for conversion of the Partnership Firm into LLP. As when we will file Form-17 (for conversion) SRN will be required of the Name Reservation (RUN) of LLP.


4. Filling of Form-Fillip:


Form for Incorporation of Limited Liability Partnership. If the partners do not have DIN we can apply for application of DIN (Maximum 2) in the Form- Fillip.

Documents and information required for Form- Fillip:

i) Name of Proposed LLP

ii) DSC of Designated Partners

iii) Capital of Proposed LLP and Contribution of Proposed Partners

iv) Phone No. and E-Mail Id of Proposed Partners

v) Voter Id Card/Driving Licence/Passport of Proposed Partners

vi) Latest Utility Bill (Not Older Than 2 Months)(for Registered Office)

vii) Registered Office Proof (Index-2/ Allotment Letter/ Possession Letter/ Sale Deed/ Rent Agreement)

viii) PAN of all Designated Partners/ Partners

ix) Bank Statement of Designated Partners/ Partners
 
Attachments for Form Fillip:

  • Subscriber Sheet Including Consent.
  • Proof of Address of Registered Office of the LLP which includes NOC of the Owner.
  • Proposed Main Object.
  • Details of LLP or Company if the proposed Designated Partner /Partner is Director or Partner of any other Company or LLP respectively.
5. Filling of Form-3:

Information with regard to the limited liability partnership agreement and changes, if any, made therein.


Attachments:

  • LLP Agreement.
6. Filling of Form-17:

Application and a Statement of the Conversion of Partnership Firm into LLP (Limited Liability Partnership) i.e., Form 17. This form includes a Declaration by a Partner of the Partnership Firm. And shall be Digitally Signed by a Partner and Certified by a Company Secretary in whole time practice/Chartered accountant in whole time practice/ Cost accountant in whole time practice

 
Attachments in Form-17:

  • Statement of consent of partners of the firm.
  • Statement of Assets and Liabilities of the firm duly certified as true and correct by the Chartered Accountant in practice.
  • Copy of acknowledgment of latest income tax return.
  • List of all the secured creditors along with their consent to the conversion.
*On successful conversion of Partnership firm into LLP, the Registrar would then issue a Certificate of Incorporation of LLP and all the properties, assets, interests, rights, privileges, etc. of the firm are now transferred to the LLP. In other words, the complete undertaking of the firm is transferred to the LLP.
 
However, any approvals/permit/license that is issued under any law to the Partnership Firm will not be automatically transferred to the Limited Liability Partnership. Therefore, fresh licenses or any registrations may be required. This aspect of conversion of a Partnership into LLP must be well considered before the conversion process.

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