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Partnership Firm to LLP

Overview of Partnership Firm to LLP

The concept of Limited Liability Partnership has enjoyed an upper hand over the traditional Partnership structure. An LLP is a separate legal entity and combines the benefit of a Private Company and Partnership Firm. It means that this business format provides flexibility in the internal control and operations of a firm, an area where a Partnership lacks. The conversion of Partnership into LLP is considered to be a good business choice to secure the rights and liabilities of partners.

Eligibility criteria for Partnership Firm to LLP

  1. A Partnership Firm must be registered under the provisions of the Indian Partnership Act, 1932.
  2. A firm not registered under the Act must mention the name of the statute under which it is registered.

Documents / Procedure Required to obtain an Partnership Firm to LLP

  • Digital Signature Certificate

All the partners in a Partnership Firm need to obtain Digital Signature Certificate. It is require for filling up of several Forms.

  • DINs or DPINs

All the partners of a partnership firm need to get DIN or DPIN. DIN is a unique number granted by the Central Government. DIN or DPIN is issue only once.

  • Name Approval

The partners need to apply for the Name reservation of the proposed LLP with the Ministry of Corporate Affairs. All the partners must obtain name approval before converting a partnership firm into LLP. They need to file Form- 17 (for conversion) and SRN for the Name Reservation (RUN) of LLP.

  • Filing of Form Fillip

Now, the partners need to submit forms for the Incorporation of LLP. If the partners do not have DIN, then they can apply for DIN (Maximum 2) in the Form- Fillip. The partners also need to attach the following documents with the form.

  1. Name of the Proposed LLP,
  2. DSC (Digital Signature Certificate) of Designated Partners,
  3. Capital of the Proposed LLP,
  4. Contribution of the Proposed Designated Partners,
  5. Phone No. and E-Mail address of Proposed Partners,
  6. Voter Id Card/ Driving License/ Passport of Proposed Partners,
  7. Latest Utility Bill of the Registered Office,
  8. Proof of Registered Office (Index-2/ Sale Deed/ Allotment Letter/ Rent Agreement/Possession Letter),
  9. PAN details of Designated Partners,
  10. Bank Statement of Designated Partners,
  11. Membership sheet as well as consent,
  12. Address Proof of Registered Office including the NOC (No-Objection Certificate) of the Owner,
  13. Proposed Main Object,
  14. Details of a Company or LLP if the Designated Partner is a Director or Partner of any other LLP or Company.
  • Filing of Form 3

The partners need to file Form 3 concerning the information contained in the Limited Liability Partnership Agreement. They also need to attach the original copy of the LLP agreement as well. The Particulars of an LLP Agreement are as follows:

  1. Name of the LLP;
  2. Name of the Designated Partners;
  3. Total number of Partners;
  4. Capital Contribution by each Partner;
  5. Profit sharing ratios;
  6. Rules governing the LLP;
  7. Rights and Duties of each Partner.
  • Filling of Form 17

The partners need to file Form 17 as an Application for the Conversion of Partnership Firm into LLP. This form comprises partners declaration and needs to be digitally signed by every partner. The form needs to be certifie by a Company Secretary, Chartered Accountant or Cost Accountant.

  1. Statement of Consent from the partners of the firm;
  2. Duly Certified Statement of Assets and Liabilities of the firm;
  3. Copy of Acknowledgement of the latest Income Tax Return;
  4. List of all the Secured Creditors;
  5. Consent to convert from all the Secured Creditors.
  • Certificate of Incorporation

After the conversion of Partnership into LLP, the Registrar grants a certificate of incorporation of LLP. It means that all the assets, interests, liabilities, rights, privileges, etc. of the firm are transferred to the LLP. Any license or permit issued to a firm will not directly be transferre to the LLP. That means a new permit or license may be require.

  • Intimation to Registrar of Firms

The partners of a firm must inform the ROF about the conversion of Partnership into LLP. They need to file Form 14 which includes all the details of an LLP, within 15 days from the date of registration.

  1. Copy of the Certificate of Incorporation;
  2. Copy of the documents submitted with form Fillip.

FAQs About Partnership Firm to LLP?

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