Seamless Conversion of Partnership Firm to LLP
Transition your partnership into a Limited Liability Partnership for better legal protection and operational efficiency.
What is Conversion of Partnership to LLP?
Conversion of a Partnership Firm to a Limited Liability Partnership (LLP) is a legal process under Section 55 of the LLP Act, 2008. This allows existing partnership firms to transition into LLPs, gaining the benefits of limited liability and simplified compliance while retaining business continuity.
Why Consider Converting Your Partnership to an LLP?
Converting your partnership firm to a Limited Liability Partnership (LLP) offers significant advantages. It provides limited liability protection, ensuring that partners’ personal assets are safe from business liabilities. An LLP is a separate legal entity, which enhances credibility and trust with clients, investors, and banks. The conversion also brings simplified compliance requirements compared to a company, along with greater operational flexibility. With perpetual succession, your business continues uninterrupted despite changes in partnership. Ultimately, conversion empowers your firm with legal protection, credibility, and a stronger foundation for growth.
Benefits of LLP Over Partnership Firm
Limited Liability Protection
Partners’ personal assets are protected against business liabilities, offering peace of mind.
Separate Legal Entity
The LLP has its own legal identity, enhancing credibility and trust with clients and banks.
Flexible Structure
LLP provides operational flexibility with fewer compliance requirements compared to companies.
Perpetual Succession
The LLP continues to exist despite changes in partners or management, ensuring business continuity.
Enhanced Credibility
LLP status improves credibility with clients, banks, and stakeholders, supporting business growth.
Differences Between a Partnership and an LLP
| Feature | Partnership Firm | Limited Liability Partnership (LLP) |
|---|---|---|
| Legal Status | Not a separate legal entity; partners are personally liable for debts. | Separate legal entity; liability limited to capital contribution. |
| Liability | Unlimited liability for partners. | Limited liability for partners. |
| Perpetual Succession | Ends on change in partnership. | Perpetual succession irrespective of changes in partners. |
| Compliance Requirements | Fewer compliance requirements. | More structured compliance under LLP Act, 2008. |
| Credibility | Lower credibility for business dealings. | Higher credibility with clients, banks, and investors. |
| Management Flexibility | Flexible, as decided by partners. | Flexibility with a defined LLP agreement. |
| Taxation | Taxed as a partnership. | Taxed as a partnership with additional compliance benefits. |
Eligibility Criteria for Partnership to LLP Conversion
To convert a Partnership Firm into a Limited Liability Partnership (LLP), certain eligibility requirements must be met:
- Registered Partnership Firm
- The firm must be registered under the Indian Partnership Act, 1932.
- Consent of All Partners
- All partners must consent in writing to the conversion and agree to the LLP agreement.
- No Pending Litigation
- There should be no unresolved legal disputes that could affect the conversion process.
- Capital Contribution
- Partners must agree on the capital contribution to the LLP, as defined in the LLP agreement.
- Compliance with Applicable Laws
- The firm must comply with all statutory requirements and filing obligations before conversion.
- Submission of Required Documents
- Necessary documentation, including the partnership deed, consent letters, and proof of registered office, must be submitted.
Step-by-Step Process
Step-by-Step Process for Conversion of Partnership to LLP
Step 1: Obtain DSC
All partners must obtain Digital Signature Certificates for document filing.
Step 2: Name Reservation
File RUN-LLP for reserving the LLP name with the Ministry of Corporate Affairs.
Step 3: File Incorporation
Submit Form 2 with required details to MCA for LLP registration.
Step 4: LLP Agreement
Draft and file Form 3 for LLP Agreement outlining management and responsibilities.
Step 5: Certificate Issuance
Receive the LLP Incorporation Certificate from MCA.
Effect of Registration
- Upon registration of the LLP, the partnership firm is considered dissolved, and all assets and liabilities transfer to the LLP.
- The business operations of the partnership can continue seamlessly under the LLP structure.
- The partners of the original partnership firm become designated partners of the LLP and must comply with the LLP Act’s requirements.
- An LLP is a separate legal entity with perpetual succession, meaning it continues to exist even if partners change.
- LLPs enjoy various tax benefits, including the pass-through taxation system.
- The LLP assumes all ongoing legal obligations of the partnership firm.
- Any existing rulings or judgments—whether favourable or unfavourable—apply to the LLP.
- All existing contracts and agreements of the partnership firm remain valid, with the LLP stepping in as the party to these arrangements.
- All assignments and powers previously granted to the partnership firm are considered as granted to the LLP.
Documents Required for Conversion of Partnership Firm to LLP
Scanned copy of PAN Card or Passport (for Foreign Nationals & NRIs).
Scanned copy of Aadhaar Card / Voter ID / Passport / Driver’s License.
Scanned copy of latest Bank Statement / Telephone / Mobile Bill / Electricity or Gas Bill (as address proof).
Scanned passport-sized photograph.
Specimen signature (on a blank document) of all partners.
Note: At least one partner must self-attest the first three documents. For Foreign Nationals and NRIs, documents must be notarized (if currently in India or a non-Commonwealth country) or apostilled (if in a Commonwealth country).
Scanned copy of the latest Bank Statement / Telephone / Mobile Bill / Electricity or Gas Bill (as address proof).
Scanned copy of notarized rental agreement in English.
Scanned copy of No-Objection Certificate (NOC) from the property owner.
Scanned copy of Sale Deed / Property Deed in English (if the property is owned).
Why Choose My Legal Tax
Reliable, Transparent & Expert LLP Registration Support for Your Business Growth
Expert Guidance
Professional legal and compliance assistance to ensure a smooth LLP registration or conversion process.
Hassle-Free Process
From documentation to filing, we handle everything so you can focus on your business.
Transparent Pricing
No hidden costs — clear, upfront pricing for all services.
Quick Turnaround
Efficient processing to save your time and help you start your LLP sooner.
Complete Compliance
We ensure your LLP meets all legal and statutory requirements.
Dedicated Support
Friendly and responsive customer support to guide you at eve
Frequently Asked Questions
What is the time required for LLP registration?
LLP registration generally takes 7–15 working days, depending on document readiness and government processing times.
Can an existing partnership firm be converted into an LLP?
Yes, a partnership firm can be converted into an LLP by following the procedure under the LLP Act, 2008.
What are the advantages of an LLP over a partnership firm?
LLP provides limited liability protection, separate legal status, easier compliance, perpetual succession, and better credibility.
How many partners are required to form an LLP?
A minimum of two partners is required, with at least one designated partner who resides in India.
Is foreign investment allowed in an LLP?
Yes, foreign nationals and NRIs can be partners in an LLP, subject to RBI approval and applicable regulations.
Ready to Register or Convert Your LLP?
Get expert assistance today and make your LLP journey smooth and hassle-free.