Step I – Name Approval and DSC
a. Name Approval
- Register and subsequently log on the MCA portal.
- Under the MCA Services tab, the “RUN – LLP” option is to be selected.
- RUN stands for Reserve Unique Name.
- In the dropdown list, the option “Conversion of Firm into LLP” is to be selected.
- Subsequently, there are two Proposed Names for the LLP to be given.
- Further, any supporting documents may be uploaded in the PDF format, after which the “Submit” button is to be clicked on.
- The page is redirected to a payment gateway where the fees amounting to Rs. 200 is to be paid for the form.
- The reserved name then holds a validity period of 90 days.
b. Digital Signature Certificates
- In order to proceed past the Name Incorporation stage, it is mandatory that the Designated Partners of the LLP possess their very own Digital Signature Certificates.
- Every e-form requires the DSCs of the Designated Partners to be affixed to the relevant forms in order to ensure a successful submission.
Step II – Filing of the Forms with the RoC
a. Form 17 (Application and Statement for conversion of a firm into LLP)
The application form has to be filled in with information such as:
- Service Request Number (SRN) of the RUN – LLP form.
- Name of the Proposed LLP.
- Name, address, registration and partnership agreement details of the firm.
- Details regarding the number of partners, capital contribution to be provided.
- Secured creditors details.
The following attachments are to be provided:
- Statement of Consent of Partners of the firm.
- Statement of assets and liabilities of the firm certified by a Chartered Accountant in practice.
- Copy of the latest Income Tax Return acknowledgement.
- List of all the secured creditors along with their consent.
- Any other supporting information (optional).
b. Form FiLLiP (Form for incorporation of LLP)
The application form is to be filled in with:
- Details of the RUN – LLP which will be auto-filed.
- Registered office address and email id of the LLP.
- Office of the Registrar.
- Nature of business activities.
- Details of the partners, designated partners, their DINs, DPINs and PANs.
- Amount of contribution by the partners in the LLP.
Attachments to be provided are:
- Proof of address of the registered office of the LLP.
- Subscriber’s consent.
- NOC from the property’s owner and copy of utility bills (not more than 2 months old).
- Approval of any regulatory authority, where necessary.
- Details of any LLP/Company where a designated partner is also a director/partner.
- Proof of identity and address of the applicants.
- Where the name of the LLP is identical to any existing Company/LLP, a copy of the Board Resolution or Consent of the existing LLP serving as a No Objection Certificate.
Both the forms are to be e-signed by the proposed designated partners and certified by a Cost Accountant, a Company Secretary, or a Chartered Accountant and any of whom must be in whole-time practice. The fee to be paid will vary in relation to the amount of capital contribution.
Step III – Issue of Registration Certificate
Registrar on the approval of the application shall grant the Certificate of Registration of the LLP.
Step IV – LLP Agreement
The LLP Agreement has to be submitted in Form LLP – 3 within 30 days of incorporation of the LLP. It shall contain the following particulars:
- Name of the LLP
- Name of the designated partners and other partners
- Form of capital contribution and profit sharing ratios
- Rules governing the LLP
- Rights and duties of the partners
Step V – Intimation to the Registrar of Firms
The Registrar of Firms has to be given intimation regarding the conversion into LLP and the related details of the LLP within 15 days from the date of the incorporation in Form – 14. The form has to be accompanied by:
– Copy of the LLP Incorporation Certificate.
– Copy of the incorporation documents submitted in Form FiLLiP. Once all these steps are complied with, it can be said that the conversion from a partnership to LLP is complete in all respects. Nevertheless, it is to be noted that the old licenses and permits do not transfer over to the LLP. They have to be freshly applied for post-conversion.