Converting a Partnership Firm into an LLP

If your partnership firm wants limited liability for its partners, the LLP Act allows the firm to be converted into an LLP.

Why convert

  • Partners gain limited liability.
  • The LLP is a separate legal entity with perpetual succession.
  • Compliance remains lighter than for a company.

Typical steps

  1. Agree on the conversion among all partners and reserve the LLP name.
  2. File the prescribed conversion application with the Registrar (an application on Form 17, along with the incorporation documents).
  3. Receive the Certificate of Registration; the firm's assets and liabilities vest in the LLP.
  4. File the LLP agreement and update PAN, GST, bank and licence records.

Things to check

  • All partners must consent, and secured creditors may need to be informed.
  • Existing registrations and contracts continue in the LLP's name, but records need updating.
  • Tax implications should be reviewed before filing.

Common questions

Do all partners have to agree?

Yes. Conversion needs the consent of all partners of the firm.

This guide is general information, not professional advice. Rules, thresholds and timelines change, so we confirm the current position for your case before filing. Government fees are separate from our service charge and are quoted before work begins.

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