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BUSINESS ENTITIES CONVERSION
Minimize liability maximize profits, explore the new dimensions of business
Partnership to LLP
Partnership to LLP
- Overview
- Documents Required
- Process
Convert Partnership to LLP
A company where two or more people share ownership of the business is a partnership company. In a partnership company, each partner contributes to all aspects of the business. The partners also share the profits and losses of the business. Whereas LLP, which is a limited liability partnership, is a company where all partners have limited liabilities. Here, one partner is not responsible for other partners’ diligence or negligence. Advantages of LLP (Heading)- Limited liability protection is one of the main advantages that make partners look for conversion from Partnership to LLP.
- It is an interesting and top choice for small and medium-sized businesses as it is a great way to bring business synergies together.
- It forms a simple working condition limiting liability to partners.
- The existence and running of LLP do not solely depend on either of the partners. For example, with the demise of a partner in Partnership Company may cause the company to disintegrate. Whereas, in LLP, it may not cease to exist in such a case. The partners of an LLP may keep changing from time to time and it will not affect the LLP’s continuity.
- The liability of partners in LLP is limited to the amount of capital invested and there is no minimum limit to the amount of capital to be invested.
- In a partnership firm, the minimum number of partners is two, and the maximum is limited to ten. However, in LLP, there is no upper limit to the number of partners.
- LLP’s can be merged with other LLPs, unlike Partnership Companies.
- DPIN for 2 Partners
- Digital Signature For 2 Partners
- Name search & approval
- LLP Agreement
- Registration Fees
- LLP Pan Card
- Up to date filing of Income tax returns.
- The partners shall receive consideration only by way of allotment of shares in LLP.
- Consent of all the unsecured creditors for the proposed conversion in LLP.
- Minimum 2 Partners.
- At least 1 of the designated partners shall be an Indian Resident.
- DPIN for all the Partners.
- DSC for all the Partners.
- There has to be some sort of contribution from each partner.
Frequently Asked Questions
What are the primary requirements for the conversion of a partnership firm into an LLP?
The partnership is required to consist of the same partners that were present in the original Partnership and in the same proportion in which their capital accounts stood in the books of the Firm on the date of conversion. Therefore, the LLP cannot have more or less partners than the extant Partnership Firm, and any changes in the number of partners can be made only after conversion into the LLP.
How to reserve the name for a Limited Liability Partnership?
LLP name is reserved through an online form. In accordance with the prescribed regulations, the partners can provide a maximum of 6 names in preferential order to reserve any one. The Registrar may ask to re-submit the application with a different name if given names do not fall under criteria of uniqueness, relevancy or do not fulfill the other requirements.
Is there any minimum capital requirement for LLP registration in India?
No. There is no minimum amount prescribed to form an LLP. It can start off with any amount of capital demanded by the business. Although there is no minimum requirement, every partner must make a contribution to LLP. The amount of capital contribution is disclosed in the LLP Agreement and amount of stamp duty to be paid is decided by total contribution amount
What is Director Identification Number (DIN)? Is DPIN required for LLP Registration?
Director Identification Number is a unique number assigned by the Ministry of Corporate Affairs to Individuals on application made which allows any individual to be a Director in any Company or Designated Partner in LLP. Further, the concept of DPIN (Designated Partner Identification Number) does not persist anymore with respect to incorporation of LLP.
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What are the requirements to be a Partner/ Designated Partner for LLP formation?
There are no limitations in terms of citizenship or residency to be a Partner. Therefore, the LLP Act, 2008 allows Foreign Nationals, including Foreign Companies & LLPs to incorporate LLP in India; provided at least one Designated Partner is a resident of India. However, the person should be of age 18 years or above i.e. not a minor and competent to enter into a contract. Also, the proposed Designated Partner shall have DIN.
What is LLP Agreement? Does it require filing with MCA?
LLP Agreement is an agreement executed by all the designated partners and partners after LLP incorporation. The agreement prescribes all the clauses related to business; including the rights, role, duties and responsibilities of partners. The agreement must be filed within 30 days of the issue of a certificate of incorporation. Failure to which will charge an additional fee of ₹ 100 per day till the date of filing.
How to change partners in LLP?
To effect any changes in the Limited Liability Partnership, the Partners shall pass the resolution at the meeting of Partners as required by the LLP Agreement of concerned Limited Liability Partnership. Further, the resolution shall authorize any of the existing Designated Partner to act on behalf of the LLP and its Partners. Also, the authorized partners shall also hold a valid DSC to file the application to Registrar. As soon as the partners execute the Supplement Agreement for a change of partner or their respective designation, an application shall be filed with MCA to approve the changes of a partner or the designation.
Whether any capital gain is payable on conversion of partnership into LLP?
LLP and general partnership are treated equivalently (except for recovery purpose) in the Act; the conversion from a general partnership firm to LLP will have no tax implication. This is true if the rights and obligation of the partners remain the same after conversion and if there is no transfer of any asset or liability after the conversion. If there is a violation of these conditions, the provision of capital gain will apply.
Can the same name be used for the newly incorporated LLP?
Generally, the basic purpose of conversion is for keeping the same name to maintain the brand identity in the market. To convert the LLP under the original name it is essential to attach any valid proof that corroborates the claim of use of the brand name by the firm.in such cases, MCA grants the approval on the basis of documents attached in the concerned form for name reservation.
Documents needed to convert Partnership to LLP
- Designated partner identification number (DPIN) or Director Identification Number (DIN): Filing an application under DPIN must be obtained for all partners
- Digital Signature Certificate (DSC): This is necessary to apply for digital authentication of the company
- LLP-1: This e-form is needed to be filled to add “LLP” to the existing firm name. The registrar will accordingly verify any resemblance to the existing firm names or trademark registered or pending registration.
- Draft of LLP agreement
- Form-17 with Registrar of Companies (ROC): This is application of conversion is to be filled with the following attachments
- Statement of consent of Partners for conversion
- List of all creditors along with their consent to conversion
- Statement of assets and liabilities of the company duly certified by a CA
- Approval from any other body/authority as may be required. Approval of the governing council for professional firms
- NOC from Income Tax authorities
- Financial statements of the Partnership Company
- Particulars of any court proceedings
- Rejection letter of ROC in case of any earlier conversion application
Partnership to LLP Registration
₹17,499.00
Partnership to LLP in just 10 Days
Never let the businessman see down by giving your business a shining name with Partnership to LLP registration. It is extremely easy to start and run!
Why choose Company registration in INDIA ?
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Shields from personal liability and protects from other risks and losses.
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A registered company makes it genuine and increases the authenticity of your business.
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Procures bank credits and good investment from reliable investors with ease.
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Offers liability protection to protect your company’s assets
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Greater capital contribution leading to greater stability of business
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Increases the potential to grow big and expand the business