Process to Convert Unregistered Partnership to LLP

Introduction

Converting unregistered partnerships to Limited Liability Partnerships (LLP) is a popular choice among businesses in India. It provides the benefits of limited liability and flexibility in management, making it an attractive option for MSMEs. The conversion process involves filing an application with the Registrar of Companies along with necessary documents such as a partnership deed, the consent of partners, etc. In this blog post, we will discuss the benefits of converting an unregistered partnership into an LLP, the legal requirements for conversion, and the steps involved in the conversion process.

What are the Benefits of Converting an Unregistered Partnership to LLP?

There are several benefits of converting an unregistered partnership into a limited liability partnership (LLP):

1. Limited Liability: One of the primary benefits of converting an unregistered partnership to an LLP is limited liability protection. In a partnership firm, all partners are jointly liable for any debts or obligations incurred by the business. However, in an LLP, each partner’s liability is limited to their contribution toward the business.

2. Flexibility in Management: An LLP offers greater flexibility in management compared to a traditional partnership firm. In a partnership firm, all partners have equal rights and responsibilities. However, in an LLP, partners can have different rights and responsibilities based on their agreement. This allows for greater flexibility in management and decision-making.

3. Separate Legal Entity: An LLP is a separate legal entity from its partners. This means that the business can enter into contracts, own property, and sue or be sued in its name. The partners’ assets are protected from business liabilities.

4. Tax Benefits: An LLP offers tax benefits as it is taxed as a partnership, which means that the profits are taxed only once at the partner level. Additionally, an LLP is not subject to dividend distribution tax, making it an attractive option for businesses looking to distribute profits among partners.

What are the requirements for the conversion of an unregistered partnership to an LLP?

To convert an unregistered partnership to an LLP, the following legal requirements must be met:

1. The partnership firm must be registered under the Indian Partnership Act, 1932.
2. All partners of the partnership firm must become partners of the LLP.
3. The designated partners of the LLP must obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN).
4. A consent letter from all creditors must be obtained before conversion.
5. A statement of accounts disclosing the assets and liabilities of the partnership firm must be prepared.

What is the process of converting an unregistered partnership to LLP?

To register a limited liability partnership (LLP) in India, follow these steps:

1. Obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN) for all designated partners of the LLP.
2. Prepare a statement of accounts disclosing the assets and liabilities of the partnership firm.
3. Draft an LLP agreement that specifies the rights, duties, and obligations of each partner.
4. File Form 17 with the Registrar of Companies along with necessary documents such as the partnership deed, consent of partners, statement of accounts, and LLP agreement.
5. Obtain a certificate of registration from the Registrar of Companies upon approval of the application.
6. Update all relevant government authorities, such as the GST, Income Tax Department, etc., about the conversion to LLP.

Conclusion

Converting an unregistered partnership to an LLP provides several benefits such as limited liability protection, tax benefits, etc. However, it is important to seek professional advice before proceeding with the conversion process to ensure that all legal and financial implications are considered.