Partnership To LLP Conversion
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Partnership To Limited Liability Partnership
A small unincorporated organization led by few partners cannot think of growth on large scale without corporatizing itself. Corporation has its own advantages such as Limited Liability, Perpetual Succession, Transferability of shares, easy access to funds etc. A partnership firm may be converted into a LLP either by making all the partners subscribers to the Memorandum of the new company or, the new company which is incorporated takes over the partnership firm. There must be specific provision in the Memorandum of the new company for taking over other business as one of its objects and powers must be given to the Board of Directors by the Articles of the new company, to enter into agreements for acquisition of business.
The Partnership Firm which wants to convert itself to LLP must be registered under Indian Partnership Act, 1932.Unregistered Partnership Firm can’t be converted to LLP. LLP incorporated by conversion of Partnership Firm to LLP must have same partners as they were in the Partnership Firm.
Condition For Conversion
All the assets and the liability of the Partnership concern relating to the business immediately before the succession become the assets and the liability of the company.
The partners of Partnership firm does not receive any benefit or consideration, directly or indirectly, in any form or manner, other than by way of allotment of shares in the company.
The Board of Directors shall enter into an agreement with the firm for its acquisition.
Shares have to be allotted by the Board of Directors to the partners according to the terms of agreement.
- Passport size photograph of Directors
- Copy of Aadhaar Card/ Voter identity card
- Copy of PAN Card of the Directors
- Electricity/ Water bill (Business Place)
- Landlord NOC (Format will be provided)
- Service tax or sales tax number if any
- Proprietorship registration certificate.
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Procedure For Registration
Obtaining DIN & DSC(1-3 Working Day)
- Digital Signature Certificate(DSC) and Director Identification Number(DIN) is required for the proposed Directors of the Private Limited Company. DIN and DSC can be obtained for the proposed Directors within 5 to 7 days.
Document Review & Completion(3-4 Working Day)
- After obtaining the DSC and DIN of the proposed Directors, our team will get in touch for a unique name and along with that collect all the requisite documents in scan for the incorporation of the company through the SPICE i.e INC 32.
Document Submission(1 Working Day)
- After the review of all the documents required, we will submit them to the MCA and once it gets approved by the ministry we will send the MOA & AOA via mail and DSC through courier
Frequently Asked Questions
Can an existing company be converted to LLP?
Yes, any existing private company or existing unlisted public company can be converted into LLP by complying with the Provisions of the LLP Act. Form 18 needs to be filed with the registrar along with Form 2 for such conversion.
How can a person become a partner of an LLP?
Persons, who subscribed to the “Incorporation Document” at the time of incorporation of LLP, shall be partners of LLP. Subsequent to incorporation, new partners can be admitted in the LLP as per conditions and requirements of LLP Agreement.
What will be the obligation of a partner in case he changes his name or address?
Every partner shall inform the LLP of any change in his name or address within a period of fifteen days of such change. The LLP, in turn, would be under obligation to file such details with the Registrar within thirty days of such change.
Which documents will be available for public inspection in the office of Registrar?
The following documents information will be available for inspection by any person:- Incorporation document, Names of partners and changes, if any, made therein, Statement of Account and Solvency Annual Return The manner and fees for such inspection shall be prescribed in the rules.
Whether audit of all LLPs would be mandatory?
Audit of LLPs shall be mandatory. However a more simplified compliance regime for small LLPs is being proposed by exempting such LLPs from the requirement of audit by exemption through notification by the Central Government.
Whether two LLPs would be allowed to merge?
Provisions of clauses 60 to 62 of the Act provide for the manner in which compromises or arrangements including mergers and amalgamations involving LLPs shall be allowed.
Whether any Annual Return would be required to be filed by an LLP?
Every LLP would be required to file with ROC, every year, an Annual Return, contents of which would be prescribed under rules.