Converting A Partnership Firm Into LLP


All the assets, movable and immovable and liabilities are transferred to the LLP; there is no necessity of any instrument of transfer. So there is no need to pay stamp duty or capital gains tax on transfer to the LLP.

The losses and unabsorbed depreciation of the proprietorship are passed on as the previous year's losses of the successor LLP on conversion. This loss is set off within 8 years and is carried on.

The brand name and goodwill of the company is unaffected and carries ion during the life of the LLP; so the business enjoys the same legal recognition and success story.

Key requirements

The partners of the partnership firm become the partners of the LLP in the same proportion as the records of the firm. The partners will receive only shares in the LLP as a consideration.

All the secured and unsecured creditors have to give their consent to the proposed conversion into a LLP.

The pre-name application search is the third step; it involves first making an online search for the company names available. The promoter has to look for desired names and then provide a minimum of 6 names on priority basis.

The filing of income tax returns has to be up-to-date on date of conversion.

There should be a minimum of 2 designated partners, out of which a minimum of 1 partner has to be a resident of India. The partner and designated partner could also be the sane person.

The concept of share capital does not exist in LLP; however each partner has to make some contribution.

A Designated Partner Identification Number or DPIN is necessary for all the Partners.

It is necessary for all designated partners to have a Digital Signature Certificate or DSC.

Steps involved in formation of a Limited Liability Partnership (LLP)

The first step is the application for the Designated Partner Identification Number or DPIN; it is necessary to get an approved DPIN for the incorporation of the company. Applying and getting a provisional DPIN first would involve certification and attestation of the personal details of the director. These documents have to be submitted later to the MCA cell for approval. It could take about 5 working days.

The next step is the application for name availability that could take 3 days and involves filing of Form 1. On conversion of a partnership firm the mere addition of the word LLP to the existing name is permissible.

The next step that takes 2 days would involve taking steps for the incorporation of the LLP. It involves drafting the LLP agreement and getting it vetoed by the promoters before sending it for printing. It also involves filing Form 17 with statement of partners, statement of partners and the assets and liabilities of the company that is certified by a chartered accountant. It should also contain a list of creditors with their consent for conversion and approval of any other body or authority.

It also consists of the processing of e-forms and other documents like the LLP agreement duly stamped, proof of address of the registered company, Form2, Form 3, Form 4, Form 9 and the subscription sheet duly signed by the promoters. This process should take 2 working days.

The final step involves filing all the documents with the Registrar Of Companies, follow up with him/her and making changes in the LLP agreement as suggested, It is also important to upload e-forms online, pay the registration fees and get the Certificate of Incorporation.



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