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Partnership to LLP

Converting a partnership firm to a Limited Liability Partnership (LLP) can provide various benefits such as limited liability, legal recognition as a separate entity, flexibility in management, and more opportunities for raising capital.

Here are the steps and requirements for converting a partnership firm to an LLP:

  1. Obtain Digital Signature Certificates (DSC) for designated partners of the LLP and also register for the Designated Partner Identification Number (DPIN).
  2. File an application to the Registrar of Companies (RoC) to reserve a name for the LLP. The application must include the existing partnership firm's name and the proposed name of the LLP. If the proposed name is available, the RoC will issue a Name Availability Certificate.
  3. Draft and execute a Limited Liability Partnership Agreement (LLPA) that outlines the rights, duties, and responsibilities of the partners, capital contribution, profit-sharing, and other matters concerning the LLP.
  4. File Form 17 and Form 2 with the RoC within 30 days of the Name Availability Certificate issuance date. Form 17 is a declaration form that confirms the partners' intentions to convert the partnership into an LLP. Form 2 includes details such as the registered office address, LLP partners' details, and a copy of the LLP Agreement.
  5. Obtain the RoC's approval, and once it is granted, file Form 3 within 15 days. Form 3 is a statement that confirms that all the requirements of the conversion process have been fulfilled.
  6. After the RoC approves the conversion, the Certificate of Registration will be issued to the LLP, and the partnership firm will cease to exist.

Requirements for the conversion:

The partnership firm must be a registered firm.
All partners of the firm must become designated partners of the LLP.
The LLP must have a minimum of two designated partners, and one of them must be an Indian resident.
The LLP must have a registered office address in India.
The LLP must file all required documents and pay all fees to complete the conversion process.

It is crucial to note that converting a partnership firm to an LLP requires careful consideration and planning, and it is advisable to seek professional guidance from a chartered accountant or a company secretary.

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