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Partnership into a LLP

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Conversion of Partnership to LLP

All you need to know

What is Conversion of Partnership to LLP?

Conversion of a Partnership Firm to LLP is the legal process of transforming a traditional partnership into a Limited Liability Partnership (LLP) under the LLP Act, 2008. An LLP combines the advantages of a partnership, such as flexibility and low compliance, with the added benefit of limited liability for its partners.

This means the personal assets of partners remain protected, unlike in a traditional partnership where partners are personally liable for debts. The LLP also has a separate legal identity, which builds more credibility with clients, vendors, and financial institutions.

Many small and medium-sized businesses prefer this conversion as it helps them grow, attract investors, and limit financial risks while keeping compliance requirements simpler than a company.

Legal Process for Conversion of Partnership into LLP

Who Should Opt for Conversion?

  • Partnership firms seeking limited liability protection
  • Businesses looking for more credibility and legal recognition
  • Firms aiming to reduce personal financial risk of partners
  • Growing businesses planning for long-term operations
  • Entrepreneurs wanting a flexible but secure business structure

Why Choose EbizFiling?

EbizFiling has helped 5,000+ businesses across India with conversions, company formations, and compliance services. Our expert team of CAs, CS, and legal professionals ensures that your Conversion of Partnership to LLP is smooth, accurate, and completed on time.

We manage the entire process from drafting documents, preparing partner agreements, filing forms with ROC, to guiding you through post-conversion compliance. Our packages are designed to be affordable, transparent, and reliable.

Connect with our Compliance Manager at +91 96432 03209 or email us at info@ebizfiling.com for a free consultation.

Conversion of Partnership to LLP Fees

Here are best alternatives you get

ESSENTIAL

14999/-

(All Inclusive)

  • 2 DSC
  • 2 DIN
  • Name Approval Application
  • LLP Form Fillip
  • Form 17 for conversion
  • Incorporation certificate
  • LLP Agreement
  • e-PAN
  • e-TAN

Benefits of Converting Partnership to LLP

Few points to make your decision easy

Limited Liability

Partners are not personally liable for debts; liability is limited to their contribution.

More Credibility

LLPs are trusted more by banks, clients, and investors compared to partnerships.

Tax Advantages

LLPs enjoy lower compliance costs and tax flexibility compared to companies.

Separate Legal Entity

The LLP has its own identity, independent from the partners.

Continuity of Business

The LLP continues to exist even if partners change or exit the business.

Easy Ownership Transfer

Ownership can be transferred by adding or removing partners through agreement.

Documents Required for Conversion of Partnership to LLP

Documents for Conversion of Partnership to LLP

  • Partnership deed and registration certificate
  • Consent of all partners for conversion
  • Identity and address proof of partners
  • Digital Signature Certificates (DSC) of partners
  • Director Identification Number (DIN)
  • Proof of registered office address
  • NOC from creditors (if applicable)

How Does Conversion of Partnership to LLP Work?

 

A small procedure for your quick understanding

1

Get consent

2

Apply for DSC & DIN

3

Reserve LLP name

4

File forms with ROC

5

Receive LLP certificate

Fill a Simple Checklist

Our Compliance Manager will get in touch with you to obtain your documents along with a simple checklist. You need to fill up the checklist and submit along with the documents. Our expert team will verify documents and proceed with LLP Formation. All throughout the process, a dedicated Compliance Manager will keep you updated on the progress of LLP Registration.

DPIN & Name Approval

Once you submit your documents along with Checklist, we will proceed with the application of your DPIN (Designated Partner Identification Number), Digital Signature and subsequently name approval. If you already have DIN, DPIN is not to be obtained again. Names should be unique and suggestive of LLP’s business. It usually takes 1-2 days to get the name approved.

LLP Registration

Once name is approved, we will prepare LLP Agreement. We will then file incorporation documents with MCA. Usually MCA approves the forms within 6-7  days once filed, subject to processing time and issues Incorporation Certificate. PAN  & TAN will then be separately applied for your LLP. You may then proceed to open your LLP Bank Account, once PAN is allotted.

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FAQs on Conversion of Partnership to LLP

Get answers to all your questions here

  • Why should a partnership convert into an LLP?

    An LLP offers partners protection from personal liability, which means their personal assets are not at risk for business debts. It also provides higher credibility and legal recognition compared to a traditional partnership while maintaining flexibility and easier compliance.

  • Which law governs the conversion?

    The conversion is carried out under the LLP Act, 2008, and filings are done online with the Ministry of Corporate Affairs (MCA). Once approved, the Registrar of Companies (ROC) issues the Certificate of Registration.

  • Do all partners need to agree for conversion?

    Yes, unanimous approval from all existing partners is required. Without written consent of every partner, the conversion process cannot be initiated or approved by the ROC.

  • Is a minimum capital required to form an LLP?

    No, there is no fixed minimum capital requirement for LLPs. Partners can contribute any amount, making it easier for small firms to convert without heavy investment.

  • Do existing partners automatically become partners in LLP?

    Yes, all the current partners of the firm automatically become partners of the LLP. Their profit-sharing ratio and rights can be carried forward or restructured in the LLP Agreement.

  • How long does the conversion process take?

    The conversion typically takes 3–4 weeks, depending on how quickly documents are prepared and how fast the Registrar processes the application. Delays may occur if forms are incomplete or approvals are pending.

  • What happens to existing contracts and liabilities?

    All the assets, contracts, obligations, and liabilities of the partnership are automatically transferred to the LLP. This ensures continuity of business without disruption.

  • Does the PAN and GST need to be updated after conversion?

    Yes, a new PAN card must be obtained in the name of the LLP, and GST registration must also be updated. Old registrations in the partnership firm’s name will no longer be valid.

  • Can an LLP have foreign partners?

    Yes, foreign nationals or companies can be partners in an LLP, but this is subject to FEMA and RBI guidelines. Prior approvals may be required if foreign investment is involved.

  • Is audit mandatory for LLPs?

    An LLP audit is only required if its turnover exceeds ₹40 lakhs or partner contribution exceeds ₹25 lakhs. For smaller LLPs, audits are optional, which reduces compliance costs.

  • Can a partnership firm with debts convert into an LLP?

    Yes, but the firm must obtain written approval from creditors. This ensures creditors’ rights remain protected, and the LLP takes over responsibility for existing debts.

  • What happens to employees of the firm?

    Employees of the partnership continue working for the LLP without losing their rights. Their employment contracts remain valid under the new LLP structure.

  • Will ROC issue a new Certificate?

    Yes, the Registrar of Companies issues a new Certificate of Registration after conversion. This certificate is the official proof of the LLP’s legal existence.

  • Can an LLP later be converted into a Private Limited Company?

    Yes, an LLP can later be converted into a Private Limited Company if business expansion requires it. This involves a separate process under the Companies Act.

  • What are the compliance requirements for LLPs?

    LLPs must file Form 11 (Annual Return) and Form 8 (Statement of Accounts and Solvency) every year. Non-compliance can lead to heavy penalties by MCA.

  • Do LLPs pay higher taxes than partnerships?

    No, taxation for LLPs is similar to partnerships. However, LLPs enjoy greater flexibility in compliance and benefit from limited liability protection.

  • Is stamp duty applicable on LLP conversion?

    Yes, stamp duty may be applicable when drafting the LLP Agreement. The exact amount depends on the laws of the state where the LLP is registered.

  • What is the minimum number of partners required?

    At least two partners are required to form an LLP. There is no upper limit on the maximum number of partners.

  • Can a non-registered partnership convert into LLP?

    Yes, even unregistered partnerships can apply for conversion. However, proof of business existence, such as partnership deed or tax filings, must be submitted.

  • Why choose EbizFiling for conversion?

    EbizFiling manages the entire process—partner consents, documentation, ROC filings, and post-conversion compliance. Our experts ensure a smooth transition with minimal effort from your side.

Reviews

  • client review, Ebizfiling

    Akash Shinde

    09 Apr 2022

    It was a wonderful experience with ebiz filing I had opted for company incorporation package specially Ayushi Mam and Pulkit sir they helped me a lot .Thank you so much dear mam and sir It was very smooth process.I will recommend to everyone

  • Client Review, Ebizfiling

    Dhruvi Agarwal

    27 Feb 2018

    They have it all! You tell them your problem and they will have you covered with their services and support. Great going, Ebizfiling.

  • Client Review, Ebizfiling

    Dhawal Ajmera

    04 Apr 2022

    The team at ebizfiling is extremely professional and customer friendly.. they helped me set my new business and did a great job. Thanks so much Anuja and team for getting this done. Means a lot. 👍👍

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