This document outlines the steps to convert a partnership firm into a Limited Liability Partnership (LLP). There are several prerequisites including being registered as a partnership, consent of all partners, acquiring Designated Partner Identification Numbers and Digital Signature Certificates for two partners. A minimum of two partners is required, with at least two Designated Partners who are accountable for regulatory compliance. The conversion process involves acquiring DPINs, applying for name availability, submitting required documents, and registering with the Registrar of Companies to receive a Certificate of Incorporation.

1. Conversion of Partnership Firm
into an LLP (Limited Liability
Partnership)
-Tuhin Batra

2. Prerequisites:
1. The firm should be registered as a partnership
2. There should be consent of all the partners.
3. All partners should become partners in the LLP.
4. Every partner should contribute to the LLP.
5. DPIN (Designated Partner Identification Number) should
be acquired for all the Designated Partners.
6. DSC (Digital Signature Certificate) should be acquired
for two designated partners.

3. Partners and Designated
Partners.
– A minimum of two partners will be required
for formation of an LLP. There will not be any
limit to the maximum number of partners.
– Appointment of at least two “Designated
Partners” shall be mandatory for all LLPs.
“Designated Partners” shall also
be accountable for regulatory and legal
compliances, besides their liability as
‘partners, per-se”.

4. Partners & Designated Partners
Contd..
– At least one of the Designated Partners
should be an Indian resident.
– Any individual or body corporate may be a
partner in a LLP. However an individual shall
not be capable of becoming a partner of a
LLP, if—
– He has been found to be of unsound mind by a
Court of competent jurisdiction and the finding is
in force;
– He is an undischarged insolvent; or
– He has applied to be adjudicated as an
insolvent and his application is pending.

5. Contd..
– In case of a LLP in which all the partners are
bodies corporate or in which one or more
partners are individuals and bodies corporate,
at least two individuals who are partners of
such LLP or nominees of such bodies
corporate shall act as designated partners.

6. Steps for conversion -
Step 1 –Acquiring DPIN (Designated Partner
Identification Number)
Step 2 –Application for Name Availability
Step 3 –Documentations required
Step 4 –Registration & acquiring Certification of
Incorporation

7. Step 1 –Acquiring DPIN (Designated Partner
Identification Number)
Every Designated Partner would be required to obtain
a “Designated Partner’s Identification
Number” (DPIN) on the lines similar to “Director’s
Identification Number” (DIN) required in case of directors
of companies.
– Making an application for DPIN.
– Receipt of provisional DPIN.
– Certification/attestation of Director’s personal
details.
– Certification to be sent to MCA cell for
approval.

8. Step 2 –Application for Name Availability
Every limited liability partnership shall
have either the words “limited liability
partnership” or the acronym “LLP” as
the last words of its name. Application
for name availability is made in Form 1.

9. Step 3 –Documentations required
– An LLP agreement should be made.
– Form 17 –an application for the conversion
has to be made.
– Form 2 –Statement by promoter.
– Form 3 –Contains information on LLP
agreement.
– Form 4 & 9 –Notice of consent and Details of
Designated Partners.
– A Subscription Sheet signed by promoters.
– A copy of stamped LLP Agreement.
– Proof of address of registered office.

10. Following documents have to be attached
under Form 17.
Statements of partners.
Statement of Assets & Liabilities certified by
Charted Accountant.
List of unsecured creditors along with their consent
of conversion.

11. Step 4 –Registration & acquiring Certification of
Incorporation
– LLPs shall be registered with the Registrar of
Companies (ROC) (appointed under the Companies
Act, 1956) after following the provisions specified in
the LLP Act. Every LLP shall have a registered
office.
– An Incorporation Document subscribed by at
least two partners shall have to be filed with the
Registrar in a prescribed form. Contents of LLP
Agreement, as may be prescribed, shall also be
required to be filed with Registrar, online.
– Payment of required fees.
– All the documents have to be submitted with the ROC
(Registrar of Companies).
– The changes prescribed by Roc have to be made in
the LLP Agreement and other documentations.