Everything you need to know on the Process to convert Partnership Firm to LLP

Introduction

A Limited Liability Partnership (LLP) can be a far more effective business vehicle than a traditional partnership. Personal liabilities harm partnerships, while LLPs eliminate the Indian Partnership Act, 1932’s burdensome requirements. There are also tax advantages, no audit obligations below a particular capital threshold, no cap on the number of partners, and no capital contribution requirements. In this blog, there will be a detailed explanation on LLP over Partnership Firm, process to convert Partnership Firm into LLP, Documents needed for conversion, and other related information.

What is LLP?

A Limited Liability Partnership (LLP) is one in which some or all of the partners are limited in their liability. As a result, it can display aspects of partnerships and businesses. Each partner in an LLP is not responsible or liable for the misbehavior or carelessness of another partner.

Advantages of LLP over Partnership Firm

For your business, there are numerous advantages to choosing a Limited Liability Partnership versus a Partnership Firm. The most significant benefit of selecting an LLP instead of a Partnership Firm is that it restricts liability and provides management flexibility. LLPs do not expose their participants to unlimited responsibility, unlike Partnership Firms. A Limited Liability Partnership Firm’s members or partners can also be sued, and they can sue someone because LLP is a separate legal entity due to which it gives rights to sue and to be sued.

The process to convert Partnership Firm to LLP

Any current Partnership Firm that wants to convert to an LLP must fill out Form 17 (Application and statement for the conversion of a firm to an LLP). Along with Form 2 (Incorporation document and Subscriber’s statement).

• Obtain every Partner’s Digital Signature

A digital signature is not required for the registration of a partnership firm, hence partners in a partnership firm typically do not have one. If the Partners opt to change the Partnership Firm into a Limited Liability Partnership, all of the Partners will need to have digital signatures.

• Obtaining DIN/DPIN for Converting Partnership Firm to LLP

A DIN / DPIN is required for partners in an LLP or directors in a Private Limited Company. A DIN is a one-of-a-kind number assigned to each LLP Partner or Director. A person can use a DIN or DPIN for the rest of his or her life without having to renew it or file any compliance paperwork.

• Name Approval for LLP

1. Register for the MCA site and then log in.
2. The “RUN – LLP” option needs to be selected under the MCA Services menu.
3. Reserve Unique Name is abbreviated as RUN.
4. The option “Conversion of Firm into LLP” must be selected from the dropdown list.
5. Following that, there are two proposed names for the LLP.
6. Additionally, any supporting documents in PDF may be uploaded before clicking the “Submit” button.
7. The page leads to a payment channel, where an amount charged for the form must be paid.
8. The reserved name then has a 90-day validity term.

• Filling of Form 17 (An application for converting partnership to LLP)

The application form must include the following information

1. The RUN – LLP form’s Service Request Number (SRN).
2. The proposed LLP’s name.
3. The firm’s name, address, registration, and partnership agreement are all listed.
4. Details about the number of partners and the capital contribution required.
5. Details of secured creditors.

Below are the attachments which need to be provided:

1. Statement of the Firm’s Partners’ Consent.
2. A statement of the firm’s assets and liabilities certified by a practicing Chartered Accountant.
3. Copy of the most recent Income Tax Return Receipt.
4. All secured creditors are included, along with their consent.
5. Any further supporting data (optional).

• Fill out the FiLLiP form (Form for incorporation of LLP)

The following information must be included on the application form:

1. RUN – LLP information that will be auto-filed.
2. The LLP’s registered office address and email address.
3. The Registrar’s Office
4. The nature of commercial operations.
5. The designated partners, partners, and their  DPINs, DINs, and PANs are listed below.
6. The amount of money put in by the LLP’s partners.

The following attachments must be provided:

1. Proof of the LLP’s registered office’s address.
2. Consent of the subscriber.
3. Copy of utility bills and a letter of authorization from the property owner (not more than 2 months old).
4. If necessary, approval from any regulatory authority.
5. Any LLP/Company where a designated partner is also a director/partner should be listed.
6. The applicants’ proof of identity and address.
7. Where the LLP’s name is identical to that of an existing Company/LLP, a copy of the existing LLP’s Board Resolution or Consent serves as a No Objection Certificate.

• Form LLP – 3 must be used to submit the LLP Agreement

Within 30 days of the LLP’s incorporation, the LLP Agreement must be presented in Form LLP-3. It must include the following information

• LLP’s name
• Non-designated partners, and Names of designated
• Profit-sharing ratio and Form of capital contribution
• Rules that are governed for LLP
• Partners’ rights and responsibilities

The Partnership Firm is presumed to be dissolved once the LLP is formed and the Partnership Firm is converted. Furthermore, when a partnership is converted to an LLP, all of the assets, firm’s properties,  rights, interests, privileges, duties, and liabilities are transferred to the LLP. In other words, the LLP assumes full responsibility for the firm’s operations.

Any permissions, license, or permission granted to the Partnership Firm under any written legislation will not be immediately transferred to the LLP. As a result, new licenses or registrations may be needed. It is vital to evaluate the aspect of converting a partnership into an LLP before beginning the conversion process.

FAQs on Conversion of Partnership Firm to Limited Liability Partnership

1. Which documents are needed to convert LLP over Partnership Firm?

• Current Income Tax Return filing
• Address proof
• Partners and directors details
• Consent of the creditors
• Certified assets and liabilities of the partners
• Approval of the regulatory authority
• Every partner and director consent
• NOC from tax authorities

2.  What is the main advantage to convert a Partnership Firm to LLP?

The main advantage of converting a partnership firm into an LLP is that it will protect the personal assets of the partners.

3. What are the most important steps in converting a Partnership Firm to a Limited Liability Partnership?

• A DSC is required of all partners.
• They must then get a unique partner identification number.
• After then, the company must seek approval for their name.
• The name must have the letters LLP at the end.
• Fill out forms 17, 2, and 3 for LLPs.

4. which form is needed if I want to establish a Foreign LLP in India?

By filing Form 27 (Registration of Particulars by Foreign Limited Liability Partnership (FLLP)), any Foreign LLP can open a business in India. The FLLP’s authorized representative must digitally sign the eForm. There is no obligation for Designated Partners of FLLP to apply for and get a DPIN or DIN, but the authorized representative’s DSC is required.

Conclusion

Once the process is complete, a Partnership Firm will be changed to a Limited Liability Partnership, which means it will be treated as a separate legal entity with the authority to sue other legal entities and be sued by others. It also aids partners in protecting their assets in the event of a firm’s insolvency or other unforeseen situations.