All the Partners in Partnership Firm must become a Designated Partners in Limited Liability Partnership without fulfill the above condition firm can’t be convert into LLP.

♦ Partners in Firm would not have designated partner identification number (DPIN) so obtain DPIN for the designated partners DIN.

♦ The application for allotment of DPIN shall be made online

♦ Once two DPIN or DIN available, application for name reservation can be made to the MCA. Name reservation must be first obtained before filing the forms for conversion.

♦ The registrar will approve the name applied for provided the name is not either undesirable in the opinion of the Central Government or that is identical with or that which too nearly resembles to the name of any existing partnership firm or a LLP or a body corporate or a trade mark registered or pending registration under the Trade Marks Act, 1999.

♦ Application shall be made in (E-Form 1) for the availability of the proposed name with the Registrar

♦ Application for conversion has to be made in (E-Form 17) with the following attachments :

1. Statement of partners of the firm (may be attached in a tabular form)

2. Incorporation Document & Statement in Form 2 filed electronically. (linked form)

3. Statement of Assets and Liabilities of the firm duly certified as true and correct by the Chartered Accountant in practice.

4. List of all the creditors along with their consent to the conversion (may be given in the form of a tabular statement).

5. Approval of the governing council (In case of professional firms)

6. Latest Income Tax Return.

7. Approval from any other body/authority as may be required.

8. Particulars of pending proceedings from any court/Tribunal etc.

9. Rejection letter of Registrar of any earlier application for conversion.

10. Particulars of convictions, rulings, orders, judgement of Courts in favour or against the firm which are subsisting.

11. Other optional attachments as may be required.

Procedure for Conversion of Partnership Firm into Limited Liability Partnership

♦ In case the registrar is satisfied that the application is in order and that it complies such regulations, procedures as may be applicable he will register the conversion.

♦ Registrar will issue the certificate of registration (COI) on conversion of the partnership firm into LLP in Form 19 of the LLP Rules & Forms 2008.

♦ Form 3 need to be filed after receiving certificate of registration. (LLP Agreement).

♦ On issue of certificate of registration (COI) the new LLP thus formed shall within 15 days from the date of registration inform the concerned Registrar of Firms with whom the erstwhile firm was registered under Indian Partnership act, 1932 about such conversion in Form 14 of the LLP Rules & Forms 2008.

♦ Form 14 must be accompanied by the following attachments :

1. Copy of Certificate of Incorporation of LLP formed.

2. Copy of incorporation document submitted in Form 2 (with the Registrar of Firms)

3. Other optional attachments as may be required.

♦ The limited liability partnership shall ensure that for a period of twelve months commencing not later than fourteen days after the date of registration, every official correspondence of the limited liability partnership bears the following :

1. A statement that it was, as from the date of registra­tion, converted from a firm into a limited liability partnership; and

2. The name and registration number, if applicable, of the firm from which it was converted.

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