Stepwise procedure for conversion of CA Firm into a LLP By Ekta Pandey



REGULATION:

  • Section 55 of the Limited Liability Partnership Act, 2008 read with rule 32 of the Limited Liability Partnership Rules, 2009 and the second schedule of the Act;
  • Guidelines issued by the Institute of Chartered Accountants of India (ICAI) under Guideline Notification No. 1- CA (7) 03/2011 dated 4th November, 2011.
PER-REQUISITES:

  • Obtain Digital Signature of the proposed Designated Partners;
  • At least one Designated Partner shall be a resident of India.
Procedure for getting the name approved from ICAI (Conversion of CA Firm into LLP):

  • The application for name approval shall be made in Form 117 to the ICAI, if the proposed names includes the word Chartered Accountant or Chartered Accountants, as the case may be for obtaining NOC;
  • The Form is required to be submitted through online mode at the ICAI Portal;
  • Before downloading the Filled ICAI Form 117, the same is required to be verified by way of a onetime password by all the partners (sent on their respective mobile numbers which are updated on their respective SSP) of the partnership CA Firm;
  • Once the name gets approved from ICAI by way of a NOC, the same can be applied to MCA for approval through RUN LLP Form with the necessary annexures (original partnership agreement, NOC issued by ICAI, PDF of Form 117 generated after the mobile verification by all the partners, individual consent obtained by all the partners etc.)
  • The NOC shall be valid for a period of 3 months from its issuance.

File Form 17 which contains the statement by partners with the following attachments:

  • NOC issued by ICAI;
  • Statement of consent of all the partners;
  • Statement of assets and liabilities of the Firm duly certified by a Chartered Accountant in practice;
  • Copy of acknowledgment of latest ITR;
  • List of all secured creditors along with their no objection certificate;
  • Copy of approval of statutory authorities, if required;

File Form FiLLiP with the following attachments:

  • ID and Address proof of the Designated Partners/Partners depending upon they are having a valid DIN or not;
  • Consent of proposed Designated Partners/partners;
  • Subscribers sheet;
  • Proof of registered office address (Rent agreement, utility bill and NOC);
  • Declaration for not accepting deposits.

Note: Both the forms may be filed simultaneously and the partners of the LLP into which the firm is to be converted, comprise of, all the partners of the firm and no one else:                                                       

  • On receipt of the documents and forms as stated above, the Registrar, if satisfied shall register the same and issue a certificate of registration in Form 19;
  • Once the forms get approved and new Certification of incorporation is obtained, file Form 14 within 15 days of the date of conversion with the Registrar of Firms for intimation of conversion into LLP, in case the CA firm was registered;
  • File the LLP Agreement in Form 3 within 30 days date of conversion of the LLP (Date of COI);
  • Inform ICAI.
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