Pre- requisite for Conversion of Partnership Firm into Limited Liability Firm

-All the partners of the partnership  firm shall be the partners of the LLP, which means there shall be no new partners or the existing partners cannot cease to be partners while making the application.

-It is mandatory for all partners of the partnership  firm to hold a valid Digital Signature Certificate (DSC) and at least two partners must have a DPIN before making such an application.

-The partnership firm to be converted must be registered under the Partnership Act, 1932.

-All the partners’ consent must be obtained.

-The LLP must have the same partners as that of the partnership firm. Any partner that wishes to be removed from the LLP may be removed after the conversion is complete.  

Procedure for Conversion of a Firm From Partnership to LLP

Step 1 : Name Approval and DSC 

Step 2: filling of e-form 17 (Application and Statement for conversion of a firm into LLP) to ROC.

The following attachments are to be provided:

  • Statement of Consent of Partners of the firm.
  • Statement of assets and liabilities of the firm certified by a Chartered Accountant in practice.
  • Copy of the latest Income Tax Return acknowledgement.
  • List of all the secured creditors along with their consent.

Step 3: Form FiLLiP (Form for incorporation of LLP)

The following attachments are to be provided:

  • Proof of address of the registered office of the LLP.
  • Subscriber’s consent.
  • NOC from the property’s owner and copy of utility bills
  • Approval of any regulatory authority, where necessary.
  • Details of any LLP/Company where a designated partner is also a director/partner
  • Proof of identity and address of the applicants.
  • Where the name of the LLP is identical to any existing Company/LLP, a copy of the Board Resolution or Consent of the existing LLP serving as a No Objection Certificate.

Step 4: The Certificate of Registration of the LLP shall be granted by the Registrar on approval of the application.

Step 5: The LLP Agreement has to be submitted in Form LLP – 3 within 30 days of incorporation of the LLP.

Step 6: Intimation to the Registrar of Firms

The Registrar of Firms has to be given intimation regarding the conversion into LLP and the related details of the LLP within 15 days from the date of the incorporation in Form – 14. The form has to be accompanied by:

  • Copy of the LLP Incorporation Certificate.
  • Copy of the incorporation documents submitted in Form FiLLiP.

Note :

Following form are to filled for Conversion of Partnership firm into LLP

1. E-form 17- Application and statement for conversion of a firm into Limited Liability Partnership (LLP)

2. E-Form fillip- Form for Incorporation of Limited Liability Partnership

3. form 14- Form for intimating to Registrar of Firms about conversion of the firm into limited liability partnership (LLP).-To be filled in physical form and submitted to Registrar of Firms.

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