Council Guidelines for Conversion of CA Firms into LLP.

COUNCIL GUIDELINES FOR CONVERSION OF CA FIRMS INTO LLPS
(Guidelines No.1-CA (7)/03/2011, dated 4^th November, 2011)

 

In terms of the Council decision dated 14 July, 2011, following guidelines for conversion
of CA firms into LLPs and constitution of separate LLPs by the practicing Chartered
Accountants have been finalized which are applicable for conversion of CA firms into
LLPs or formation of new LLPs by the members in practice of the Institute subject to the
provisions of the Limited Liability Partnership (LLP) Act, 2008 and Rules & Regulations
framed there under:-

(A) Conversion of CA firms into LLPs

1. All existing CA firms who want to convert themselves into LLPs are required to
follow the provisions of Chapter-X of the Limited Liability Partnership Act, 2008
read with Second Schedule to the said Act containing provisions of conversion
from existing firms into LLP.

2. In terms of Rule 18(2) (xvi) of LLP Rules- 2009, if the proposed name of LLP
includes the words `Chartered Accountant' or chartered Accountants, as the case
may be, as part of the proposed name, the same shall be referred to the Institute
of Chartered Accountants of India (ICAI) by the Registrar of LLP and it shall be
allowed by the Registrar only if the Secretary, ICAI approves it.

3. If the proposed name of LLP of CA firm resemble with any other non-CA entity as
per the naming Guidelines under LLP Act and its Rules, the proposed name of LLP
of CA firms may include the word `Chartered Accountant' or `Chartered
Accountants', as the case may be in the name of the LLP itself and the Registrar,
LLP may allow the same name, subject to compliance to Rule 18(2) (xvi) of LLP
Rules as referred above.

4. For the purpose of registration of LLP with ICAI under regulation 190 of the
Chartered Accountants Regulations, 1988, the partners of the firm shall apply in
ICAI Form No. `117' and the ICAI Form No. `18' along with copy of name
registration received from the Registrar of LLP and submit the same with the
concerned Regional office of the ICAI. These Forms shall contain all details of the
officers and other particulars as called for together with the signatures of all
partners or authorized partner of the proposed LLP.

 
5. The names of the CA firms registered with the ICAI shall remain reserved for the
partners as one of the options for LLP names subject to the provisions of LLP Act,
Rules and Regulations framed there under.

6. The following guidelines relating to seniority and other criteria shall be followed for
registration of LLP with ICAI.

(i) Where two similar or identical or nearly similar firm names (whether the partners
of such firms are same or not) have been registered by ICAI, under the purposed
LLP, only one such firm name shall be approved and remaining firm registered
with ICAI, either desires to convert into LLP or not, a change in the firm name
shall be required.

(ii) The name of the LLP may be like `X & Co. LLP' or `X & Associates LLP' and no
other suffix shall be approved and registered by ICAI.

(iii) The newly converted CA LLPs registered with ICAI shall be allowed to work only
in terms of Section 2(2) of the Chartered Accountants Act, 1949 and the object of
LLP to be incorporated in Form-2 and Form 17 of the LLP rules, 2009 or in LLP
agreement, shall be in the nature of Professional Services allowed under Section
2(2) of the Chartered Accountants Act, 1949. LLP shall be subject to the same
regulations, as if they were in partnership firm. Mere conversion into LLP does not
give any privileges, which were not earlier with the CA firms.

(iv) Inter-se seniority among the firms shall be given to LLP as per existing policy of
ICAI. In other words, LLPs shall carry the same seniority, as the firm shall
otherwise have under the existing policy of ICAI. In case of merger of 2 LLPs,
same rules as applicable to firms merging shall apply.

(v)The non converted firms shall also remain on the same position of seniority in
relation to converted LLPs as the converted LLPs shall have the same inter-se
seniority as the firms had earlier to conversion.

7. These guidelines of conversion of CA firms into LLP shall also be applicable to the
conversion of proprietary firm into LLP subject to the provisions of LLP Act, Rules and
Regulations framed there under. The conversion of proprietary firm shall be by way
of incorporation of new LLPs.

8. The registration number (with minimum 6 numbers) of LLP with ICAI, shall remain
the same Firm Registration Number (FRN) allotted to the firm before the conversion
by ICAI with the Regional Code like `W' for Western, `E' for Eastern, `S' for
Southern, `N' for Northern and `C' for Central Region as under:-
Region Code
FRN W 1 2 3 4 5 6
FRN S 2 0 0 0 0 0
FRN E 3 0 0 0 0 0
FRN C 4 0 0 0 0 0
FRN N 5 0 0 0 0 0

9. Introduction of LLP, shall not affect the existing regulations in force as regards the
name allotment to chartered accountants firms.

10. In case there is a merger of a firm and conversion with LLP and vice-versa, seniority
may be provided to the surviving entity as per policy as per Annexure `A' attached
herewith.

11. The provisions of CA Act, 1949, Chartered Accountants Regulations, 1988 and Code
of Ethics issued by ICAI shall be applicable to all partners of the converted CA firms into
LLP jointly and severally.

12.The following Guidelines are subject to the clarification from Ministry of Corporate
Affiars (MCA), Govt. of India, New Delhi:

(i) Wherever the existing partnership firm have been appointed as statutory auditor of
any company after following the due procedure under the Companies Act, 1956 and
the said firm with the same partners is converted/formed into LLP, then the same FRN
will continue and the Board of Directors of the Company may take on record the
conversion/formation of the CA firms into LLP and the new LLP shall be deemed to be
an Auditor of the said company for the said financial year in terms of Section 58(4) of
the LLP Act, 2008.
(ii) Wherever more than one partnership firms with all the partners desire to convert/
form only one LLP, in that case the name and FRN may be selected of only one of
such firms for the purpose of registration with ICAI and;
(i) The other such firms shall stand dissolved.
(ii) Seniority shall be decided as per applicable rules of ICAI.4 | P a g e
(iii) The Board of Directors of all the Companies who have appointed all the
erstwhile firms as auditors, may take a declaration from the said LLP with all the
partners of all the erstwhile firms on record and the appointment of auditors of all
the erstwhile firms made under the Companies Act, 1956, shall be deemed to be in
the name of the said LLP.

(B) Constitution of separate LLPs

13 All members of ICAI in practice who want to constitute separate LLPs are required to
follow the provisions of the Limited Liability Partnership Act, 2008 read with the
Rules framed there under.

14 In terms of Rule 18(2) (xvi) of LLP Rules- 2009, if the proposed name of LLP
includes the words `Chartered Accountant' or chartered Accountants, as the case
may be, as part of the proposed name, the same shall be referred to the ICAI by
Registrar of LLP and it shall be allowed by the Registrar only if the Secretary, ICAI
approves it.

15 For the purpose of registration of LLP with ICAI under regulation 190 of the
Chartered Accountants Regulations, 1988, the partners of the firm shall apply in ICAI
Form No. `117' and the ICAI Form No. `18' along with copy of name registration
received from the Registrar of LLP and submit the same with the concerned Regional
office of the ICAI. These Forms shall contain all details of the officers and other
particulars as called for together with the signatures of all partners or authorized
partner of the proposed LLP.

16. The following guidelines relating to seniority and other criteria shall be followed for
registration of LLP with ICAI.

(i) Inter-se seniority among the firms shall be given to LLP as per existing policy of
ICAI. In other words, LLPs shall carry the same seniority, as the firms shall
otherwise have under the existing policy of ICAI. In case of merger of two
LLPs, same rules, as applicable to firms merging, shall apply.
(ii) The name of the LLP may be like `X & Co. LLP' or `X & Associates LLP' and no
other suffix shall be approved and registered by ICAI.

(iii) The newly constituted CA LLPs registered with ICAI shall be allowed to work
only in terms of Section 2(2) of the Chartered Accountants Act, 1949 and the
object of LLP to be incorporated in Form-2 and Form 17 of the LLP rules, 2009
or in LLP agreement, shall be in the nature of Professional Services allowed
under Section 2(2) of the Chartered Accountants Act, 1949. LLP shall be
subject to the same regulation, like the partnership firms. Mere conversion into
LLP does not give any privileges, which were not earlier with the CA firms.

17. These guidelines of conversion of CA firms into LLP shall also be applicable to the
conversion of proprietary firm into LLP subject to the provisions of LLP Act, Rules
and Regulations framed there under. The conversion of proprietary firm shall be by
way of incorporation of new LLPs.

18. The registration number (with minimum 6 numbers) of LLP with ICAI, shall be like
the Firm Registration Number being allotted to the firms by ICAI with the Regional
Code like `W' for Western, `E' for Eastern, `S' for Southern, `N' for Northern and
`C' for Central Region .

19. Introduction of LLP, shall not affect the existing regulations in force as regards
Name allotment to chartered accountants firms.

20. The provisions of CA Act, 1949, Chartered Accountants Regulations, 1988 and Code
of Ethics issued by ICAI shall be applicable to all partners of the LLP jointly and
severally.

21. In case of any dispute in respect of these guidelines, the same shall be referred to
the committee of the Institute and the decision of that committee shall be final and
binding on the members of the Institute.

22. For the purpose of any clarification regarding the approval and registration of
proposed LLP with the ICAI, the requests can be sent at the following address:-

The Secretary
The Institute of Chartered Accountants of India
P.B No: 7100, "ICAI Bhavan", Indraprastha Marg
New Delhi – 110002

23. These Guidelines shall come into force w.e.f. 4thNovember, 2011.

 

 

 

 

 

CA AMRESH VASHISHT, FCA, LLB,DISA(ICAI)