Convert Partnership to LLP

Converting a Partnership to an LLP (Limited Liability Partnership) is a legal process that changes the legal structure of a business from a traditional partnership to an LLP. This conversion allows the partners to enjoy the benefits of limited liability protection while retaining the tax benefits of a partnership.Converting to an LLP provides the partners with limited liability protection, which means that their personal assets are protected from the business’s liabilities. In an LLP, each partner’s liability is limited to the amount of their investment in the business.
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Mayank Wadhera

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Overview of Convert Partnership to LLP

A Limited Liability Partnership (LLP) can prove to be a much better business vehicle than a regular partnership. Partnership firms are relatively easy to start and are prevalent among little and medium-sized businesses in the unorganized sector. However, for a larger business, it has lost its relevance with the introduction of Limited Liability Partnership due to the added advantages offered by LLP as it provides the benefit limited liability, separate legal entity & ease of ownership transfer, etc. This is the reason that the Partnership Firms are converting into Limited Liability Partnership.

  1. Therefore the Partnership Firm which wants to convert itself to LLP must be registered under the Indian Partnership Act, 1932.
  2. Unregistered Partnership Firm can’t be converted to LLP. LLP incorporated by the conversion of Partnership Firm to LLP must have the same partners as they were in the Partnership Firm.
  3. Therefore it is suggested that the Partnership Firm should retire all the Partners who do not wish to be a part of LLP and if new partners are to be added, they should be added after the incorporation of LLP.
  4. Legal Suvidha Providers will help you convert Partnership firm to LLP easily. Following are some pre-requisites which should be kept in mind before converting partnership into LLP:

• ITR filing to date.
• Consideration to partners only by way of allotment of shares.
• Unsecured creditor’s consent regarding conversion.
• Minimum 2 partners.
• At least 1 designated partner shall be Indian Resident.
• DPIN & DSC of all partners.
• Contribution from each partner.


Advantages of Convert Partnership to LLP

Incorporation Cost The incorporation cost of an LLP is low as compared to the partnership the procedure for incorporating an LLP is less difficult.
Minimum Capital Requirement There is no minimum capital requirement for forming an LLP making it a feasible option for startups & Small businesses.
Better Image and Credibility In Market Limited Liability Partnership (LLP) is a popular and well-known business structure in the world. Corporate Customers, Vendors, and Govt. Agencies prefer to deal with LLP instead of proprietorship or normal partnerships.
No audit requirement requirement and Minimal Compliances LLP is easy to manage and statutory audit is not required for Limited Liability Partnership. LLP is most ideal for small enterprises. An LLP only requires audited annual returns to be filed if it has a turnover of greater than Rs. 40 lakh or capital contribution of over Rs. 25 lakh.
Tax advantages There are some important advantages over the private limited company. For example, the Dividend Distribution Tax and tax surcharge don’t apply. Loans to partners are also not taxable as income.
Separate legal Entity A LLP is a legal entity and a juristic person established under the Act. Therefore an LLP form of organization has a wide legal capacity and can own property and also incur debts. The Partners of an LLP have no liability to the creditors of an LLP for such debts.
Perpetual Succession A LLP has ‘perpetual succession’, that is continued or uninterrupted existence until it is legally dissolved. An LLP, being a separate legal person, is unaffected by the death or other departure of any Partner but continues to be in existence irrespective of the changes in Partnership.
Easy Transferability The ownership of an LLP can be easily transferred to another person by inducting them as a Designated Partner of the LLP. LLP is a separate legal entity separate from its Managing Partners, so by changing the Managing Partners, the ownership of the LLP can be changed.
Own Property Since, LLP is a separate legal entity from its partners, it can own property in its name. So, no partner can claim any right over that property.

Registration Process

Step 1: Obtaining DSC & DIN: Digital Signature Certificate (DSC) and Designated Partner Identification Number (DPIN) is required for the proposed Partners of the LLP. DPIN and DSC can be obtained for the proposed Partners within 5 to 7 days.

Step 2: Name Approval: The proposed names (at least 2) should be recommended in Web Service LLP-RUN which shall be processed by Central Registration Centre. The processing will generally take 5-7 working days subject to availability of names, naming guidelines & MCA processing time. The names proposed should be unique so as to avoid rejection by MCA & further to avoid delay in the process of incorporation of LLP.

Step 3: LLP Incorporation: After the name approval, the Incorporation documents including Form FiLLiPe (applicable from 01.10.2018 onwards) can be submitted to the MCA along with an application for incorporation. Form FiLLiP may be used for name reservation services & application of DIN/DPIN. MCA will usually approve the application for incorporation in 5 to 7 days, subject to their processing time. And will issue the Certificate of Incorporation. Form 3 and 4 are to be submitted afterward.

Required Documents

For Directors & Shareholders

1. Self Attested PAN Card copy

2. Self Attested copy of any one of the Identity Proof(Voter’s ID/Passport/Driver’s License)

3. Self Attested copy of Address Proof in the name of the director (Any utility bill i.e., mobile bill/water bill/ electricity bill, or bank statement which should not be older than two months)

4. Passport-sized photograph

For Registered Office

1. Rent Agreement (Notarised: For rented property)

2. Sale Deed/Property Deed in English (in case of owned property)

3. No-objection Certificate from the property owner

4. Latest Electricity Bill / Mobile or Telephone Bill / Latest Bank Statement/Gas Bill

FAQ's Convert Partnership to LLP :-

Any individual/organization can become the partner of LLP including foreigners/NRI’s.
No. For any licenses, permits, registrations, properties, approvals, etc., belonging to prior Partnership Company, the newly formed LLP must follow the required procedures with concerned authorities to transfer the assets. can incorporate an LLP in 14-20 days. The time taken also depends on relevant documents provided by the applicant and the speed of approvals from the government. To ensure speedy registration, please pick a unique name for the proposed LLP and make sure you have all the required documents before starting the registration process.
The LLP shall ensure that for twelve months commencing not later than 14 days after the date of registration, every official correspondence of the LLP bears the following: • A statement that it was, as from the date of registration, converted from a firm into LLP • The name and registration number, if applicable, of the firm from which it was converted
The main advantage is that in an LLP, there are fewer formalities after the business has been incorporated. For example, you need not file annual returns, etc. unless your income crosses a certain limit. An LLP is preferable if you are offering professional services, like a lawyer or architect. A Pvt. Ltd. The company is preferred if you want to launch a scalable enterprise.
Once the procedure to convert Partnership to LLP comes to complete and the registrar provides the certificate of registration, the firm must follow the rules and regulations as applicable to LLPs.

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