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Conversion of Partnership into LLP

Any limited liability or the legal body does not govern a typical partnership. When it comes to an LLP, there is a greater degree of flexibility. In a traditional partnership, these features are not available. As a result, converting a partnership to an LLP is a good option if the partners want some freedom. There is, however, a formal mechanism for doing the following.

Why should you choose an LLP over a partnership firm?

Apart from the significant differences, the LLP has a few characteristics that make it a better choice than a standard partnership firm.

Freedom of Management/Flexibility

The partners are granted a decent amount of flexibility in running the LLP's operations and day-to-day operations. The Limited Liability Partnership Act of 2008 has little impact on the LLP Agreement, which implies that the Act is relatively flexible regarding how the agreement can be written

Perpetual Succession

Unlike a regular partnership, the LLP continues to exist even if one of the partners dies. The LLP's ability to operate as a separate legal entity allows it to do so.

Investment Attraction

LLPs are attractive to foreign investors and venture capital funds because they have a corporate structure and are more organized than traditional partnerships

Multidisciplinary LLPs

An LLP allows professionals from various professions to work, a unique feature and a distinct advantage

The Procedure for Converting a Partnership Firm to an LLP.

Digital Signature Requirement

Partners in a partnership firm must have a digital signature because it is essential to fill out several forms. As a result, the Partners will make plans to get a Digital Signature.

Requirement of DPIN

In most cases, partners in a partnership firm do not have a DPIN (Designated Partners Identification Number). The Central Government issues a unique number called a DPIN. This number is only given to a person once and can be used by that individual for the rest of their lives without any restrictions.

Name Approval

After the DPIN availability process is completed, the prospective LLP's name can be reserved through the Ministry of Corporate Affairs. Before submitting the documents to convert the Partnership Firm into an LLP, make sure you have everything , the name of the LLP must be reserved. SRN will be required of the LLP's Name Reservation (RUN) when we file Form-17 (for conversion).

Filling of Form-FiLLip

Limited Liability Partnership Incorporation Form If one of the partners does not have a DPIN, we can apply for one (maximum of two) in the Form- FiLLip.

Documents and information required for Form- FiLLip

  • Name of Proposed LLP.
  • DSC of Designated Partners.
  • Capital of Proposed LLP and Contribution of Proposed Partners.
  • Phone No. and E-Mail Id of Proposed Partners.
  • Voter Id Card/Driving License/Passport of Proposed Partners.
  • Latest Utility Bill (Not Older Than 2 Months)(for Registered Office).
  • Registered Office Proof (Index-2/ Allotment Letter/ Possession Letter/ Sale Deed/ Rent Agreement).
  • PAN of all Designated Partners.
  • Bank Statement of Designated Partners.

Benefits of Conversion of Partnership to LLP

More Investment

The amount of money invested in the LLP would increase if the partnership were converted to an LLP. The entity's reputation would improve due to the conversion, causing additional investors to invest in the LLP

Perpetual Succession

The departure or death of a partner does not result in the partnership firm's dissolution. The LLP would be subject to the perpetual succession principle.

Limited Liability

When a partnership is converted to an LLP, the partners are automatically granted limited liability status. Limited liability would provide the firm's partners with some independence. Little responsibility distinguishes the partners' liability from that of the firm.

Management Decision

Compared to a regular partnership firm, converting a partnership to an LLP increases the degree of flexibility and decision-making process in an LLP

Foreign Direct Investment

Foreign direct investment (FDI) laws in India have been modified. In limited liability partnerships (LLPs). When compared to a partnership, an LLP allows for more FDI

Requirement for Conversion to LLP

  • The partners shall receive consideration only by way of allotment of shares in LLP.
  • Consent taken from creditors for the LLP conversion.
  • A minimum of two designated partners is required.
  • At least one of the designated partners must be a resident of India.
  • For all partners, DPIN is required.
  • For all of the Partners, DSC is required.

FAQ's

Yes, by following the provisions of clause 58 and Schedule II of the LLP Act, an existing partnership firm can be transformed into an LLP. For such conversion and formation of an LLP, Form 17 must be filed simultaneously with Form 2.

No, this isn't possible. The LLP must receive the whole partnership entity, including assets, liabilities, interests, rights, privileges, and duties.

Yes, the partners will remain personally liable for all actions taken.

Who can be a limited liability partnership's partner?

A limited liability partnership can have any individual or corporate as a partner. That individual, however, will not be permitted to join a limited liability partnership if

1. He has been determined to be of unsound mind by a court;

2. He is an undischarged insolvent; or

3. He has asked to be adjudicated as insolvent, and his application is still pending.

Yes, LLP agreement is the required when the conversion is done.