What is Conversion of Partnership into LLP?
Conversion of a
traditional Partnership Firm into a Limited Liability Partnership (LLP) means
shifting your existing business structure to an LLP — which offers benefits of
a partnership with limited liability protection and legal recognition under
the LLP Act, 2008.
Benefits of Converting to LLP
|
Partnership
Firm |
LLP |
|
|
Unlimited liability |
→ |
Limited liability of
partners |
|
No separate legal
entity |
→ |
Separate legal
entity |
|
No perpetual
succession |
→ |
Perpetual succession
(even if partners change) |
|
Not as
compliant-friendly |
→ |
Less compliance
burden than Private Limited Company |
|
Cannot easily raise
funds |
→ |
More trust, easier
for banks & investors |
Additional Benefits:
Process to Convert Partnership to LLP
Step-by-Step:
Obtain DSC (Digital
Signature Certificate) for all partners.
Apply for DPIN
(Designated Partner Identification Number) for proposed partners.
Name Reservation:
File Incorporation Form (FiLLiP) along
with:
Apply for Conversion:
Get Certificate of
Incorporation from ROC.
Execute and file
LLP Agreement within 30 days from date of incorporation.
Apply for fresh
PAN, GST, and update bank & other records.
Eligibility Criteria for Conversion:
Existing firm
must be registered under the Indian Partnership Act, 1932.
All partners of the partnership firm should be the partners of the LLP
after conversion — no new partner can be added at the time of conversion.
Consent from all existing partners is mandatory.
No pending dues/liabilities or approval must be taken from creditors.
The government fee varies based on the capital contribution of the LLP. Additionally, professional fees for consultancy or filing may apply.
Yes, all assets, liabilities, rights, and obligations of the partnership firm are transferred to the LLP after conversion.
Yes, the partnership firm must be registered under the Indian Partnership Act, 1932 to be eligible for conversion.
On average, it takes around 10-15 working days, depending on document readiness and approval timelines.
After conversion: Inform banks to update business constitution. Apply for amendment or fresh GST registration. Update other registrations like MSME, IEC, FSSAI, etc.
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