Objectives & Agenda : One of the convenient forms of running an organisation is the Limited Liability Partnership (LLP). It has similar features as that of a Company and has various advantages. With the advent of ease of doing business initiative, incorporation of LLP has become simple. The webinar covers the procedure for incorporation of an LLP under the LLP Act, 2008 read with LLP Rules, 2009 and its conversion into Company as per the provisions of the Companies Act, 2013.

1. Incorporation of Limited Liability
Partnership (LLP) and conversion into
Company
CS. Meenakshi Jayaraman
DVS Advisors LLP
India-Singapore-London-Dubai-Malaysia-Africa
www.dvsca.com

2. Credits and Acknowledgments
Sundar Rajan S

3. Legends used in presentation
AGILE Application for Goods and services tax Identification number,
employees state Insurance corporation registration
pLus Employees provident fund organisation registration
CRC Centralised Registration Centre
DDT Dividend Distribution Tax
DIN Director Identification Number
DPIN Designated Partner Identification Number
DSC Digital Signature Certificate
EPFO Employees’ Provident Fund Organisation
ESIC Employees State Insurance Corporation
FiLLiP Form for incorporation of Limited Liability Partnership
GST Goods and Services Tax
MAT Minimum Alternate Tax
RUN-LLP Reserve Unique Name – Limited Liability Partnership
SPICe Simplified Proforma for Incorporating Company Electronically
UDIN Unique Document Identification Number

4. Presentation Schema
LLP and its benefits
Pre-requisites for
forming LLP
Incorporation of
LLP
LLP process re-
engineering
RUN-LLP
Practical approach
to RUN-LLP
Form FiLLiP Caveats
Conversion of LLP
into Company
Procedure for
conversion
Conditions
Incorporation on
conversion
Income tax
implications
Statistics

5. LLP and its benefits
LLP is a form of organisation which integrates Private limited Company and a partnership firm
In LLP, liability of partners is limited unlike partnership firm where the liability is unlimited
No upper cap on number of partners in LLP unlike a Private Limited Company where the maximum number of
members shall not exceed 200
LLP has other benefits like non-applicability of DDT, lower registration cost, no compulsory audit, etc.

6. Pre-requisites for forming LLP
Every LLP should have at least two designated partners, of which one shall be a resident in India
Only individuals shall be designated partners. Where all the partners are bodies corporate, nominees of such bodies
corporate shall act as the designated partners
The objects for which the business is proposed to be carried on shall be for a lawful purpose
Resident in India means a person who has stayed in India for a period of 182 days or more during the immediately preceding one year

7. Incorporation of LLP
Obtain DSC for the designated partners who are proposed to incorporate the LLP
Reservation of name through RUN-LLP for the proposed LLP to be incorporated (optional)
Filing of Form FiLLiP for incorporation of the proposed LLP
Filing LLP agreement with the Registrar within 30 days of the date of incorporation in Form 3
Process of incorporation of an LLP

8. LLP process re-engineering
Introduction of process re-engineering of LLP incorporation as a major reform, in the wake of successfully initiating ease of
doing business
Introduction of web service titled RUN-LLP replacing the erstwhile Form 1 where application for name can be done easily
without the need for using DSC
Introduction of Form FiLLiP replacing the erstwhile Form 2 in which combined services of name reservation, allotment of
DPIN and incorporation of LLP is available
Changes in the processing of web application and some e-forms by CRC on behalf of jurisdictional Registrar which brings
down the processing time

9. RUN-LLP
Web-based application for reservation of name for a proposed LLP or conversion of
firm/Company to an LLP and change of name for an existing LLP
The process is similar to that of RUN application for a Company where similar
attachments like NOC from LLP with similar name and NOC from trademark owner, if
any should be given
Application through RUN-LLP is optional for new incorporation and conversion
whereas it is mandatory for change of name of an existing LLP
Maximum of 2 names shall be proposed in RUN-LLP
Application fees for RUN-LLP is Rs. 200

10. Practical approach to RUN-LLP
Login to the MCA portal with your credentials
RUN-LLP is a post-
login service. Hence,
registering with MCA
portal is mandatory
to do RUN-LLP
application.

11. Contd.
In MCA Services tab, select RUN-LLP option

12. Contd.
Fill in the relevant details in the RUN-LLP application
Select the option based on
the requirement of whether
“New request” or
“Resubmission”
Only one resubmission is
allowed for RUN-LLP which
shall be allowed for a period
of maximum 15 days
Auto Check option is a
preliminary check of the
validity of the proposed
name. It has to be done
before submitting the
application

13. Form FiLLiP
Single window form for incorporation of LLP
Combination of Services – Name reservation, Application for allotment of DPIN and incorporation of LLP
Only single name can be applied for reservation
Maximum of two DPINs can be applied through Form FiLLiP
Address of registered office should also be filed in this form itself unlike SPICe where it is optional. Form INC-22 can
be filed subsequently in case of companies.

14. Contd.
Mandatory attachments to the Form FiLLiP are listed below:
1. Proof of address of registered office of the proposed LLP
2. Consent of subscribers including their details
3. Copy of resolution passed by body corporate if it is proposed to become a partner in the LLP
4. Details of Company/LLP in which partner of proposed LLP is a director/partner
5. Proof of identity and address of the applicant for DPIN allotment
6. Other attachments for name reservation as stated in RUN-LLP

15. Contd.
Contribution Value in INR Fee Payable in INR
Up to 1, 00, 000 500
More than 1,00,000 up to 5,00,000 2,000
More than 5,00,000 up to 10,00,000 4,000
More than 10,00,000 5,000
Filing fees for Form FiLLiP

16. Caveats
DSC of the proposed designated partner is mandatory for filing Form FiLLiP
Certification by a professional in Form FiLLiP is mandatory in which case generation of UDIN is mandatory
In case of conversion of company into LLP, ensure that the proposed LLP name is same as the Company name
Same user ID which is used for RUN-LLP application should be used to file Form FiLLiP
Post-incorporation, Form 3 has to be filed within 30 days for registering the LLP agreement with the Registrar

17. Conversion of LLP into Company
An LLP can be converted into a Company by complying with the provisions of Companies Act, 2013
LLP can be converted into a Company limited by shares or limited by guarantee or an unlimited company
There shall be minimum of 2 or 7 members, as the case may be, for conversion of LLP into Company

18. Procedure for conversion
Application for name reservation in RUN platform for the proposed Company (optional)
Filing Form URC-1 for conversion into Company
Filing of Form SPICe for incorporation of the Company
Filing of Form AGILE for GST, EPFO and ESIC registration

19. Conditions
Secured creditors of the LLP, prior to
its conversion, have either consented
to or have given their no objection for
conversion of such LLP into Company
Advertisement shall be published one
in English and one in vernacular
language newspaper in Form URC-2
A copy of the notice, as published in
the newspaper and the copy of the
notice served on Registrar (LLP) along
with proof of service, shall be
attached with Form URC-1
Form URC-1 has to be filed along with
Form SPICe as linked form in case of
conversion of LLP into Company
Affidavit from all the
members/partners for dissolution of
the entity and a declaration by the
said LLP that it has filed all documents
which are required to be filed under
the LLP Act to be attached with Form
URC-1
A statement of proceedings, if any, by
or against the LLP which are pending
in any court or any other Authority
shall be attached with Form URC-1

20. Incorporation on conversion
Form SPICe has to be filed for incorporation of the Company which is converted from LLP
Same procedure for incorporation of a Company has to be followed for conversion of LLP into Company
Procedure involves name reservation, application for DIN, eMOA, eAOA, filling registered office details (optional), PAN and
TAN application, etc. Attachments to Form SPICe similar to incorporation of a Company.
Form URC-1 and Form AGILE has to be mandatorily filed along with Form SPICe as linked forms

21. Income tax implications
LLP is taxed at flat 30% and a surcharge of 12% shall be charged if income exceeds Rs. 1 Crore
Upon conversion of LLP into Company, provisions of DDT and MAT would become applicable
Transfer of capital asset by an LLP to a Company as a result of succession does not amount to capital gains tax
provided conditions specified under clause (xiii) of Section 47 are satisfied

22. Statistics
559 181
4218
4958
6783
11616
21389
25851
34148
23114
26302
0
1500
3000
4500
6000
7500
9000
10500
12000
13500
15000
16500
18000
19500
21000
22500
24000
25500
27000
28500
30000
31500
33000
34500
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019(upto
August)
No. of Indian LLPs registered

23. Thank You
DVS Advisors LLP
India-Singapore-London-Dubai-Malaysia-Africa
www.dvsca.com
Copyrights © 2019 DVS Advisors LLP