Convert a Partnership Firm into an LLP
A partnership firm can be converted into a Limited Liability Partnership (LLP) under Section 55 of the Limited Liability Partnership Act, 2008, read with Schedule II of the Act. Before initiating the conversion process, at least two partners must hold a Designated Partner Identification Number (DPIN), and all partners are required to have a valid Digital Signature Certificate (DSC).
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INTRODUCTION
Convert partnership to LLP
Limited Liability Partnerships (LLPs) are a more advantageous alternative to traditional partnership structures, primarily due to enhanced profitability and limited liability for the partners. Unlike general partnerships, LLPs are independent legal entities that must be registered with the Central Government.An LLP combines the flexibility of a partnership with the benefits of a corporate structure, allowing for better internal governance, administrative control, and protection of partners’ interests. Additionally, the liability of each partner is limited to their agreed contribution, shielding personal assets from business risks.Converting a traditional partnership into an LLP is a smart and economically sound decision for businesses seeking growth, credibility, and legal protection.
Advantage
Advantages of partnership to LLP conversion
Limited Liability of Partners
In an LLP, the liability of each partner is limited to their agreed capital contribution as specified in the LLP Agreement. Partners are not personally liable for the debts or losses of the LLP—even in the case of winding up. Additionally, one partner is not held accountable for the misconduct or negligence of another.
Separate Legal Entity
Unlike a traditional partnership, an LLP is a separate legal entity. This means it can own assets, enter into contracts, and continue to exist independently of changes in partnership—such as death, retirement, or resignation of a partner. The continuity and stability of business operations are thus better preserved.
Tax Benefits
LLPs enjoy several tax advantages. They are not subject to Dividend Distribution Tax (DDT) and Minimum Alternate Tax (MAT) (as applicable to companies). Also, interest and remuneration paid to partners are treated as business expenses, reducing the taxable income of the LLP.
Ease of Raising Capital
In an LLP, it's easier to raise funds since investors can participate as limited partners without taking on full business liability. This flexibility makes LLPs more attractive to venture capitalists and other investors compared to general partnerships.
A LIST OF DOCUMENTS
Documents Required for Conversion of Partnership Firm into LLP
To convert a partnership firm into a Limited Liability Partnership (LLP), the following documents are required:
🧾 1. Identity Proof
PAN Card of all existing partners
(Passport is mandatory for foreign nationals)ID Proof such as Aadhar Card, Voter ID, Passport, or Driving License of all partners
📸 2. Photographs
Recent passport-size photographs of all partners
🏢 3. Business Address Proof
Latest electricity or telephone bill for the registered office address
(should not be older than 2 months)
📝 4. No Objection Certificate (NOC)
NOC from the owner of the registered office premises
📄 5. Rent Agreement
Rent Agreement for the registered office (if the property is rented)
📜 6. Certificate of Registration (RoF)
If the partnership firm is registered, a copy of the Registration Certificate issued by the Registrar of Firms (RoF)
🌍 7. Special Note for Foreign Nationals / NRIs
All documents submitted by foreign nationals or NRIs must be notarized or apostilled, as per applicable international standards
🏷️ Formulation of LLP Name: Key Guidelines
Choosing the right name for your Limited Liability Partnership (LLP) is crucial for branding, compliance, and clarity of business purpose. Here’s how to structure it:
Special Name
he name should begin with a unique and distinctive word.Coined or invented terms are recommended to ensure brand uniqueness and easy MCA approval.Avoid generic or commonly used words.
Operations of Business
The second part of the name must reflect the main business activity of the LLP.Example: “Tech”, “Advisors”, “Consultants”, “Exports”, etc.
Suffix to Name
The name must end with "LLP" or "Limited Liability Partnership" as per the statutory requirement.This ensures legal compliance and clarifies the business structure to all stakeholders.
✅ Register Your LLP in 3 Easy Steps
Step 1: Answer a Few Quick Questions
Fill out our simple online questionnaire — it takes less than 10 minutes.
Share basic details and upload the required documents.
Make payment securely via trusted payment gateways.
Step 2: Leave It to the Experts
Get a Dedicated Relationship Manager
Procurement of Digital Signatures (DSC)
Application for Name Reservation
Drafting of Legal Documents including the LLP Agreement
Filing for Conversion into LLP with the Ministry of Corporate Affairs
Receive your Certificate of Incorporation
Step 3: Your LLP is Officially Registered!
Complete process in just 18–20 working days*
*(Subject to Government processing timelines)
🗓️ Step-by-Step Process: Conversion from Partnership to LLP
📅 Day 1–2
Apply for Digital Signature Certificates (DSC)
Apply for DIN (Director Identification Number) for all Designated Partners
📅 Day 3–6
Check LLP Name Availability
Submit Name Reservation Application on MCA portal
Name gets reserved under LLP structure
📅 Day 7–14
Draft Incorporation Documents and required resolutions
File Conversion Form (Form 17 and Form FiLLiP) with MCA
Receive Certificate of Incorporation
📅 Day 15–20
Apply for PAN and TAN of the LLP
Draft the LLP Agreement with a clause for conversion
📅 Day 20–25
Pay applicable Stamp Duty
File the LLP Agreement with the MCA within 30 days of incorporation
Frequently Asked Questions
Have questions before reaching out? Here are quick answers to some of the most common queries we receive about contacting us, consultations, and service inquiries.
To convert a partnership into an LLP:
All existing partners must remain the same in the LLP.
The profit-sharing ratio and capital contribution of partners must remain unchanged at the time of conversion.
Any changes in partnership (addition/removal) can only be made after the LLP is formed.
Name reservation is done online through the RUN-LLP form.
Applicants may suggest up to 6 names in order of preference.
The name must be unique, relevant to the business, and must end with "LLP" or "Limited Liability Partnership".
The Registrar may reject names that are too similar to existing entities or violate naming guidelines.
No minimum capital is required to form an LLP.
However, each partner must contribute capital, and this is recorded in the LLP Agreement.
Stamp duty is calculated based on the total contribution declared.
A DIN (Director Identification Number) is a unique ID issued by the MCA, required for individuals to act as Directors or Designated Partners.
The term DPIN has now been merged with DIN. So, only DIN is required for designated partners in an LLP.
Any individual (including foreign nationals or NRIs) can become a Partner or Designated Partner.
At least one Designated Partner must be a resident of India.
The individual must be at least 18 years old and legally competent to enter into a contract.
A DIN is mandatory for every Designated Partner.
The LLP Agreement defines the structure, rules, and duties of partners.
It must be executed by all partners after incorporation.
The agreement must be filed with the MCA within 30 days of receiving the Certificate of Incorporation.
Late filing attracts a penalty of ₹100 per day until filed.
A partnership company may convert to an LLP in accordance with Section 55 of the Limited Liability Partnership Act of 2008, as well as Schedule II of the Act. Before submitting such an application, at least two partners must have a DPIN, and all partners must possess a current Digital Signature Certificate (DSC).
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INTRODUCTION
Convert partnership to LLP
Limited liability partnerships are preferable to general partnership structures due to increased profitability for participants. Unlike partnerships, limited partnerships (LLPs) are independent legal entities that must be registered with the central government. It is a type of corporate organization that combines the advantages of partnership flexibility with the advantages of corporate structure, allowing administrative and internal control organizations to protect the interests of the partners and reduce their liability It makes economic sense to convert a partnership into it LLP
ADVANTAGES
Advantages of partnership to LLP conversion
Limited Liability of Owners
As specified by the partners in the LLP Agreement, the responsibility of Partners is restricted to the amount of the capital contribution. Even after liquidation, partners are not entitled to share in the loss or debt of the LLP. Furthermore, none of the partners' misbehavior or ignorance can be attributed to one partner.
separate legal entity
The partnership is not a separate legal entity. When one or more partners pass away, retire, or depart the company for any other reason, the firm is dissolved. Unlike in this case, the creation of a new partnership is not necessary for a limited liability corporation. A limited liability corporation is a distinct legal body.
Tax benefits
Because interest and compensation are given to partners as a wage that is due to directors, limited liability partnerships (LLPs) avoid paying income tax, minimum alternative tax, and dividend distribution tax.
Raising Capital
Unlike a general partnership, where all common partners have unlimited liability, an LLP structure permits a limited partner to engage without assuming any responsibility, making it simpler to raise capital.
A LIST OF DOCUMENTS
Documents required for conversion into LLP
PAN Card
PAN Card of all partnersForeign nationals may provide passport
ID Proof
Each partner's voter ID, passport, Aadhar card, and driver's license
Photograph
Latest Passport size photograph of all partners
Business Address Proof
The registered office address's telephone and electricity bills
NOC from owner
A certificate of no objection must be acquired from the registered office's owner.
Rent Agreement
Rent Agreement of the registered office should be provided, if any
RoF
Certificate The RoF certificate is required if the partnership firm is registered.
Note
The partner's paperwork need to be notarized or apostilleled if they are a foreign national, or NRI.
Do you require help? Fear not—experts are on hand to assist!
Dial : 7060840732 | 9084890415 or send an email to support@classictrademark.in
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Register LLP in 3 Easy Steps
1. Respond to Quick Questions
- Our questionnaires take less than ten minutes to complete.
- Give the essential information and paperwork needed to convert a proprietorship to a partnership.
- Pay using a safe and secure payment gateway.
2. Experts are Here to Help
- Dedicated Relationship Manager
- Procurement of Digital Signatures (DSC)
- Application for Name Reservation
- Documents drafting including LLP agreement
- Application of conversion into LLP
- The Incorporation Certificate
3. Your LLP is Registered
- All it takes is 18-20 working days*
Process for Partnership to LLP Conversion
Day 1-2
- Application for Digital Signature Certificate
- Application for DIN allotment of Designated Partners
Day 3– 6
- Checking Name availability
- Application for Name Reservation
- Reservation of LLP Name
Day 7– 14
- Drafting the incorporation document
- Filing form for converting sole proprietorship to LLP
- Certificate of Incorporation
Day 15 – 20
- Application for LLP's PAN and TAN
- LLP Agreement drafting with a conversion provision
Day 20 – 25
- Payment of Stamp Duty
- Filing of LLP Agreement with MCA
- Government processing time
Explore partnership to LLP conversion
Frequently Asked Questions
- The partnership must include the same partners as the previous partnership, as well as the same proportion of those partners’ capital accounts as recorded in the firm’s records on the conversion date. As a result, the number of partners in the LLP cannot be altered from that of the existing Partnership Firm; modifications to the number of partners can only be made following the LLP’s conversion.
- An online form is used to reserve the name of the LLP. To reserve any one of the names, the partners may submit up to six names in preferential order in compliance with the regulations. Should the names provided fail to meet the requirements for originality, relevancy, or do
- No. To form an LLP, there is no set minimum amount required. It can begin with any initial money that the firm requires. All partners must contribute to LLP, while there is no minimum amount. The LLP Agreement discloses the capital contribution amount, and the overall contribution amount determines the amount of stamp duty that must be paid.
- A Director Identification Number is a special number that the Ministry of Corporate Affairs assigns to individuals upon request. With this number, anyone can apply to be a designated partner in an LLP or a director in any company. Furthermore, in regard to the establishment of LLP, the idea of a DPIN (Designated Partner Identification Number) no longer exists.
Being a Partner has no restrictions on citizenship or place of residence. Thus, foreign nationals, including foreign companies and limited liability partnerships (LLPs), are permitted to organize in India under the LLP Act, 2008, as long as at least one of the designated partners resides there. The individual must, however, be at least eighteen years old, incapable of becoming a minor, and able to sign a contract. The suggested Designated Partner must also possess a DIN.
- An LLP Agreement is a document that, following LLP establishment, is signed by each designated partner and partner. Every business-related clause, including those pertaining to partners’ roles, obligations, and rights, is prescribed in the agreement. Within thirty days following the issuance of a certificate of incorporation, the agreement must be filed. If this is not done, there will be an extra fee of ₹ 100 every day till the filing date.