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Conversion of Partnership Firm into LLP
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Steps to convert Partnership Firm into LLP
Fill the form and provide documents
Just fill your contact details and share the required documents for conversion.
Sign and share the documents
Our team will share the documents for signatures, just sign and share scanned copies.
Filing of registration application
Registration application is filed with concerned authority and we will keep you updated on its status.
Overview
According to Section 55 of the Limited Liability Partnership Act of 2008 read with Schedule II of the Act, a partnership can be converted into LLP. In comparison to a standard partnership, a limited liability partnership (LLP) can be shown to be a far better business structure. Personal liabilities have an impact on partnerships, and LLPs do away with the Indian Partnership Act of 1932’s overbearing requirements. In addition, there are tax advantages, no audit obligations below a specific capital threshold, no partner cap, and no capital contribution restrictions.
Documents Required
To Be Submitted By Partners
~Scanned copy of PAN Card or passport (Foreign Nationals & NRIs)
~Scanned copy of Aadhar Card/ Voter’s ID/Passport/Driver’s License
~Scanned copy of latest bank statement/telephone/mobile bill or electricity/gas bill
~Scanned passport-sized photograph Specimen signature (blank document with signature [partners only])
Note: Any one of the partners must self-attest the first three documents. In the case of foreign nationals and NRIs, all the documents must be notarized (if currently in India or a non-Commonwealth country) or apostilled (if in a Commonwealth country)
For Registered Office
~Scanned copy of the latest bank statement/telephone/mobile bill, or electricity or gas Bill
~Scanned copy of the notarised rental agreement in English
~Scanned copy of No-objection certificate from the property owner
~Scanned copy of sale deed/property deed in English (in case of owned property)
Process of Conversion
- Obtain DSC and DIN: The designated partners of the partnership firm need to obtain a DSC and DIN from the Ministry of Corporate Affairs.
- Name Reservation: The partners must apply for a name reservation for the proposed LLP with the MCA. Submit the RUN-LLP form. The name of the form should be unique and not similar to any other registered LLP company.
- Drafting LLP Agreement: An agreement outlining the overall functioning of the LLP should be drafted and undersigned by all the partners. It involves all the terms and conditions of the business. It is also crucial that the agreement should comply with the provisions provided under the Limited Liability Act of 2008.
- Filing of Form FiLLiP: The application and declaration for the conversion of partnership company into LLP is intimated to the MCA on this application.
- Filing of Form 3: The partners must file Form 3 with the RoC, along with the LLP agreement and other necessary documents, to complete the registration process.
Benefits of Conversion
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Separate Legal Entity: An LLP is a separate legal entity from its partners. Each partner can sue the other in case a situation arises. It has an uninterrupted existence that follows perpetual succession, i.e, the partners might leave, but the business will remain. A term of dissolution has to be mutually agreed upon by the firm, to dissolve.
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Flexible Agreement: Transferring the ownership of LLP is simple. A person can be quickly inducted in as a designated partner, and the ownership will switch to them.
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Suitable For Small Business: LLPs with a capital of less than 25 lakhs and turnover less than 40 lakhs per year, do not require any formal audits. It makes registering as LLP beneficial for small businesses and startups. An LLP can own or acquire property because it is recognized as a juristic person. Partners of an LLP cannot claim the property as theirs.
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No Owner /Manager Distinction: An LLP has partners, who own and manage the business. This is different from a private limited company, whose directors may be different from shareholders. For this reason, venture capitalists do not invest in the LLP structure.
Conditions For Conversion
- There cannot be any new partners or for existing partners to stop being partners during the application process.
- Before submitting such an application, at least two partners must have DPINs and all Partners must possess a current DSC.
- The Partnership Act of 1932 requires that the partnership entity being converted be registered.
- The approval of all partners is required.
- The partners of the LLP must be the same as those of the partnership firm.
- After the conversion is finished, any partner who wants to leave the LLP can do so.
- All Designated Partners must receive a Director Identification Number (DIN) or Designated Partner Identification Number (DPIN).
Why BizReg?
With us, registering an LLP is one of the easiest processes in India. We make the entire compliance procedure simple and provide our best efforts to complete the process as early as possible. The Ministry of Corporate Affairs comes up with updates to the LLP process and BizReg takes care of them for you.