How to convert partnership firm into llp

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Yash Dave

Yash Dave (Querist)
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30 January 2012 how to convert partnership firm into llp step by step procedure

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yagneshd dave

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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30 January 2012 Step I- Deciding the Partners and Designated Partners

A Partnership which desires to convert its status to LLP Form shall foremost decide the designated Partners of the proposed LLP, as only the partners of the partnership firm can be the Partners of the converted LLP and no one else and of these partners of the partnership Firm at least two Partners would be the Designated Partners.

Step II -Obtaining DPIN No. & Digital Signature
Designated Partner Identification Number (DPIN): Section 7 (6) of LLP Act 2008, provides for every Designated Partner to obtain a DPIN from the Central Government.
For the purpose of signing e-forms, all the Designated Partner of the proposed LLP needs to obtain a Digital Signature Certificate (DSC) from government recognized DSA’s

Step III -Checking the Name Availability
The next step is to make an application in eForm 1 of Rule 18(5) of the Limited Liability Partnership Act 2008, for reservation of the desired name of the LLP on payment of the prescribed fees.A Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form.

Step IV -Drafting of LLP Agreement
The next pertinent step is drafting of Limited Liability Partnership Agreement governing the mutual rights and duties among the partners and among the LLP and its partners. The basic contents of Agreement are: Name of LLP ,Name of Partners & Designated Partners, Form of contribution, Profit Sharing ratio, Rights & Duties of Partners, Proposed Business
Rules for governing the LLP

Step V- Filing of Incorporation Documents
Next is the filing of Incorporation documents, and declaration electronically through the medium of e-forms prescribed with the Registrar of LLP for incorporation of the LLP on payment of prescribed fees based on the total monetary value of contribution of partners in the proposed LLP. Digital Signature is required for all the Designated Partners.

Step VI -Filing of Conversion Application
Application for conversion in eForm 17 to be submitted by the partners of the partnership name covering name, details of address & registration (if any), consent of all partners of the Firm

Step VII -Certificate of Registration
On all formalities and filings been complied with by the applicants and approved by the Ministry, Registrar of LLP to issue a Certificate of Registration as to Conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP.

Step VIII -Information to Registrar of Firm
In case the partnership firm is registered , than the converted Limited liability partnership shall within fifteen days of the date of conversion, inform to the concerned Registrar of Firm with which it was registered under the provisions of the Indian Partnership Act 1932 about the conversion and of the particulars of the limited liability partnership in eform 14 .

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