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:
- Obtain Digital Signature Certificates (DSC) for designated partners of the LLP and also register for the Designated Partner Identification Number (DPIN).
- 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.
- 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.
- 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.
- 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.
- 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.