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    Conversion of Partnership to Limited Liability Partnership

    Selecting Business structure plays the important role for Development and sustainability of any business. With Changing in requirements and growth, you have to bend your existing business into mold of the right corporate structure. The basic premise behind the introduction of LLP was to provide a structure that is easy to maintain and reduces the liability as compared to a sole proprietorship structure.

    A Limited Liability Partnership [LLP] combines the advantages of both the Company and Partnership into a single form of organization and it is suitable for small, medium-sized businesses or professionals. Thus, conversion of sole proprietorship into LLP is a good business decision. In LLP, one partner is not responsible or liable for another partner’s misconduct or negligence. Therefore, all partners have a form of limited liability for each individual’s protection within the partnership, similar to that of the shareholders of a corporation.

    Advantages

    Flexibility in running business

    The requirement of statutory audit arises on reaching a certain level of turnover or contribution. Compared to a Private Company, there is a lower compliance requirement in case of LLP, including the audit requirement.

    Separate legal entity

    Limited liability partnership is a separate legal entity, and its existence is separate from its partners, unlike the general partnership firm.

    Limited Liability

    The liability of Partners is limited to the extent of capital contribution agreed by the partners in the LLP Agreement. One partner is not responsible or liable for another partner’s misconduct or negligence.

    LLP Agreement

    The LLP functioned according to LLP Agreement. It’s Partner who decides function and divide the duties and responsibilities.

    Capital

    Various Financial Returns to the Partners from Limited Liability Partnership.

    Financial Returns

    Minimum Compliance requirement.

    Eligibility to form a Limited Liability Partnership [LLP]

    – At least Two Partners required to form an LLP

    – Legal Representative/Nominee in case of Body Corporate as Partner

    – Unique Name is required.

    – At least one Partner must be an Indian Resident.

    How we Work?

    Step 1

    Fill-up our Contact Form and Submit

    Step 2

    Our Expert/ Legal Professional will contact you and provide brief guidance into the related context

    Step 3

    All Required Documents and Details to be provided as discussed with our Expert

    Step 4

    Once all required documents are received, Our Expert will prepare and verify your application.

    Step 5

    Application for DSC and DIN allotment of the Designated Partner

    Step 6

    Drafting the incorporation document and Filing form for converting sole proprietorship to LLP

    Step 7

    Drafting of LLP Agreement, with conversion clause and Payment of Stamp Duty

    Step 8

    Once all required documents are prepared, Our Expert will file LLP Agreement with MCA

    Documents Required for Limited Liability Partnership Registration

    Photograph

    Latest passport size photograph in jpg format of Designated Partners/ Shareholders and Nominees.

    PAN card

    PAN card copy of Designated Partners/ Shareholders and Nominees.

    Identity Proof

    Aadhaar Card/ Voter ID/ Passport/ Driving License of Designated Partners/ Shareholders and Nominees.

    Designated Partner Address Proof

    Aadhaar Card/ Voter ID/ Passport/ Driving License/ Bank Statement not older than 2 Months/ Utility Bills not older than 2 Months of Designated Partners/ Shareholders and Nominees.

    DSC

    In case not having a valid DSC, then for obtaining DSC of Designated Partners, alongwith above documents, DSC Application Form and Video Verification as per the latest guidelines of DSC issued by CCA is required.

    Office Address Proof

    Copy of Electricity bill or Sale Deed or rent agreement and latest self- attested electricity bill in case of rented accommodation not older than 2 months.

    NOC from owner

    No Objection Certificate to be obtained from the owner(s) of registered office.

    Unique Name

    Four-Five Unique names in Preference order indicating the business of the Proposed LLP.

    Business

    Description of main business activity intended to perform

    Frequently Asked Questions

    1. How many people are required to incorporate a Limited Liability Partnership?

    To incorporate a Limited Liability Partnership, a minimum of two people are required. A Limited Liability Partnership must have a minimum of two Partners and can have a maximum of any number of Partners.

    2. What are the key requirements/factors for registering an LLP?

    Like all partnership’s registration requires two or more individuals to be the designated partners, one partner being an Indian national. The registered place of business has to be in India.

    3. Are there any limitations on being a partner when converting sole proprietorship to LLP?

    The LLP Act, 2008 does not put any limitations in terms of citizenship or residency to be a Partner. Foreign Nationals, including Foreign Companies & LLPs, are allowed to incorporate LLP in India provided at least one of the Designated Partners is resident of India. However, the person should be of age 18 years or above i.e. not a minor and competent to enter into a contract. Also, the proposed Designated Partner shall have DIN.

    4. Can LLP carry on more than one business activities?

    YES, under LLP one can carry more than one business, provided, the businesses are related or are of the same nature. Unrelated activities such as fashion Designing and Accountancy cannot be carried under the same LLP. The business activities are mentioned in the agreement and must be approved from RoC.

    5. What is the capital required to start a Limited Liability Partnership?

    You can start a Limited Liability Partnership with any amount of capital. There is no requirement to show proof of capital invested during the incorporation process. Partner’s contribution may consist of both tangible and/or intangible property and any other benefit to the LLP.

    6. Can a LLP be incorporated for undertaking “Not-For-Profit” activities?

    No, one of the essential requirements for setting LLP is ‘carrying on a lawful business with a view to profit’. Therefore, LLP cannot be incorporated for undertaking “Not-For-Profit” activities.

    7. Do I have to be present in person to incorporate a LLP?

    No, you will not have to be present at our office or appear at any office for the incorporation of a Limited Liability Partnership. All the documents can be scanned and sent through email to our office. Some documents will also have to be couriered to our office.

    8. What do I need to quickly incorporate my LLP?

    To incorporate a LLP quickly, make sure the proposed name of the Limited Liability Partnership is very unique. Names that are similar to an existing private limited company / limited liability partnership / trademark can be rejected and additional time will be required for resubmission of names.

    9. What are the annual compliance requirements for a LLP?

    Once the Limited liability partnership is incorporated, it shall comply with the annual compliance requirements. In case the capital contribution of the LLP is less than ₹25 lakhs or has a turnover of less than ₹40 lakhs, the financial statements are not required to be audited. To know more details, please read our blog post “Mandatory Compliances for a Limited Liability Partnership (LLP)

    10. Can NRIs / Foreign Nationals be a Designated Partners in a LLP?

    Yes, NRIs / Foreign Nationals / Foreign Companies can hold shares of a Private Limited Company subject to Foreign Direct Investment (FDI) Guidelines.

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