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Can a partnership firm convert into an LLP?

1. Legal Possibility of Conversion

  • The LLP Act, 2008, allows a registered partnership firm to convert into an LLP
  • Only firms registered under the Indian Partnership Act, 1932, are eligible
  • Conversion must follow the procedures laid out in the LLP Act and Rules
  • After conversion, the LLP becomes a separate legal entity
  • The firm ceases to exist upon successful registration as an LLP

2. Basic Requirements for Conversion

  • All existing partners of the firm must become partners in the LLP
  • There must be no new partners introduced at the time of conversion
  • Consent of all partners is mandatory before initiating the process
  • A valid Digital Signature Certificate (DSC) and Director Identification Number (DIN) are required
  • The firm must have a clear record with no outstanding legal issues

3. Procedure for Conversion

  • Apply for the name reservation of the proposed LLP
  • File Form 17 (application for conversion) with required attachments
  • Submit Form FiLLiP (incorporation form) along with partner details
  • Attach documents such as the partnership deed, NOC from creditors, and consent letters
  • Once approved, a Certificate of Registration is issued by the Registrar

4. Effects of Conversion

  • The LLP inherits all assets, liabilities, and obligations of the firm
  • The firm’s licenses and contracts continue in the name of the LLP
  • The partnership firm is deemed dissolved after conversion
  • Business continues without interruption under the new structure
  • The LLP gets a new identity and the benefits of limited liability

5. Post-Conversion Compliance

  • The LLP must inform the Registrar of Firms about the conversion
  • All business correspondence must mention the former name for 12 months
  • Stationery and official records should reflect the new LLP details
  • Update bank accounts, tax registrations, and licenses with LLP credentials

Maintain proper records and file annual returns as per LLP regulations

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