Convert Partnership to LLP

Under the provisions of Section 55 of LLP Act, 2008, a partnership firm can be converted into a Limited Liability Partnership (LLP). Partnership firms are found to be less favorablein comparison to LLPs due to the unavailability of limited liability protection for the partners, lack of distinctive legal entity status, and the inability to include unlimited number of partners and difficulty in ownership transfer.

In recent times, more and more partnership firms are transforming themselves into Limited Liability Partnership (LLP) due to its numerous advantages such as unlimited number of Partners, perpetual succession, limited liability, transferability etc.

To covert a partnership into LLP, following steps need to be taken -

Get a Digital Signature Certificate

First thing to do after the Partners of a Partnership Firm choose to convert their Partnership Firm into Limited Liability Partnership is to buy a Digital Signature Certificate (DSC). Class 2 Digital Signature Certificate (DSC) is ideal for this purpose.

Get Directors Identification Number (DIN)

DIN is a unique number issued by the Ministry of Corporate Affairs (MCA). Directors and Designated Partners of all the Private Limited Companies or LLPs have to register themselves with the MCA by providing some documents. After receiving the documents, MCA issues a unique number which is known as DIN.

MCA used to issue Designated Partnership Identification Number (DPIN) for the Designated Partners of Limited Liability Partnership. To become Designated Partner of a Limited Liability Partnership, one has to obtain DIN only.

Name Application and Approval

After obtaining DIN from the Ministry of Corporate Affairs, the first step is to register for desired name. Name approval by MCA is an important step before filing any document in regard to the conversion of Partnership Firm to LLP.

Filing of forms required for conversion of Partnership Firm to LLP (LLP Form 17 etc.)

After checking the availability of desired name by the Ministry of Corporate Affairs (MCA), LLP Form 17 (Application and statement for conversion of firm into Limited Liability Partnership (LLP)) along with other required forms like need to be filed with the ROC. Other forms are as given below,

• Form 2 (Incorporation document and subscriber’s statement),
• Form 3 (Information with regard to Limited Liability Partnership agreement and changes, if any, made therein)
• Form 4 and Form 9 (Notice of appointment, cessation, change in name / address / designation of a designated partner or partner and consent to become a partner / designated partner)

Along with the above mentioned forms, following documents must be attached:

• Statement of Partners;
• Subscription sheet signed by the promoters;
• Statement of Assets and Liabilities of the Company duly certified as true and correct by a Chartered Accountant;
• Duly stamped LLP Agreement;
• Proof of Address of Registered Office;
• List of all unsecured creditors along with their consent to conversion;
• Approval from any other authority / body, if required;
• Clearance / No objection from Tax Authorities.

On submission of all the above documents and forms with the Registrar of Companies, and upon solving all the queries raised by the Registrar of Companies, Certificate of Incorporation of LLP is issued.

Important information to keep in mind while converting Partnership Firm into LLP

The licenses, approvals or permits given to Partnership Firm under any law do not get transferred to LLP automatically. LLP need to reapply for all the licenses. The promoters should keep in mind this factors before making their decision to convert Partnership Firm to LLP.

At Trademark Bazaar, our qualified professionals make this conversion easy for you by providing professional assistance under one roof. From preparing essential documents for submission to obtaining vital certificate of registration of LLP, our endeavor is to make this transition hassle-free and effective for our clients/customers.