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Process for conversion of Partnership Firm into LLP

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Divya Singhvi

FiLLiP
Form 3
LLP
MCA Portal
Partnership Firm
RUN-LLP
Last updated on May 5th, 2021

Limited Liability Partnerships have more priority over the general partnership structure as it is much more beneficial for the partners. It is a business structure that integrates the advantages of the company’s corporate structure and the flexibility of the partnership. The conversion of a partnership firm to LLP shall be as per Section 55 of the Limited Liability Partnership Act 2008 read with Schedule II of the Act.

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LLP is a separate legal entity with compulsory registration with the central government. However, it is not the case with the partnership firm. LLP offers a host of features mentioned below making it more attractive than a partnership firm:

Limited Liability Partnership (LLP) Registration
CS Assisted incorporation of Limited Liability Partnership (LLP) in India.
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Limited Liability Partnership (LLP) Registration
CS Assisted incorporation of Limited Liability Partnership (LLP) in India.
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Steps for conversion of Partnership Firm into LLP:

Step by step guide for conversion of Partnership Firm into LLP:

  1. Obtain Digital Signature for all the partners.

    Generally partners in a Partnership Firm would not have a digital signature as the same is not necessary for the registration of a partnership firm.

  2. Partners in LLP require a DPIN/DIN. Therefore obtain DPIN/DIN for all partners.

    A DIN is a unique number for each person who is an LLP Partner or Director.

  3. Make an application in RUN-LLP Form for name reservation on MCA website.

    Before applying for reservation of name, applicant must check the rules for selection of LLP name.

  4. File Form FiLLiP for Application and Statement for the Conversion of Partnership Firm into LLP.

    The documents required for LLP registration and for Form FiLLiP.

  5. Once the process of incorporation is complete by filing Form FiLLiP, the next step is to register the LLP Agreement with MCA.

    File LLP Form 3 for LLP Agreement registration which contains details of LLP agreement along with partners resolution with MCA.

  6. On successful conversion into LLP ROC shall issue Certificate of Incorporation of LLP.

    Further when the LLP is incorporated and the Partnership Firm is converted the Partnership Firm would be deemed to be dissolved.

FAQs

What documents are needed to convert a partnership into an LLP?

Following documents are necessary to convert a partnership into an LLP:
– Address proof of the office
– Regulatory authority’s approval
– Details of all the partners and directors
– Consent of all the partners and directors
– Latest income tax return filing
– NOC from tax authorities
– Creditors and their consent
– Certified liabilities and assets of the partnership

Whether any Annual Return would be required to be filed by an LLP?

Every LLP would be required to file an Annual Return with ROC. LLP shall duly file Annual Return in e- Form-11, with the Registrar. Along with the prescribed fee, within a period of 60 days from the end of every financial year.

What is the difference between designated partner and partner?

Both designated partners and partners are categorized differently in LLP. Additionally, the designated partners are more liable than the partners. Further, they are accountable for the day to day business activities as well as for all regulatory and legal compliances.

Got Questions? Ask Away!

  1. Hey @Vicky_Singh

    The major advantages of an LLP over a partnership firm is that an LLP has a separate legal existence than its owners and the liability of the partners of an LLP is limited which is not the case in a partnership firm.

    You can read more about the process of converting an a partnership into an LLP here:

    Hope this helps!