Convert Proprietorship to Limited Liability Partnership (LLP)
The primary reason for adopting an LLP (Limited Liability Partnership) structure is to offer a simpler, more flexible business model with reduced personal liability for its partners.
An LLP provides a hybrid organizational structure, combining the advantages of both a traditional partnership and a private limited company. It allows for easy management like a partnership while offering limited liability protection similar to that of a company—making it an ideal choice for small to medium-sized businesses seeking legal recognition without the complexities of corporate compliance.
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INTRODUCTION
Change from Proprietorship to LLP
As a business grows, so does the need for a more structured and secure legal framework. Transitioning from a sole proprietorship to a Limited Liability Partnership (LLP) is a strategic move for entrepreneurs looking to scale operations, share responsibilities, and enjoy limited liability protection.An LLP offers the flexibility of a partnership with the legal advantages of a corporate structure—such as limited liability, separate legal entity status, and easier compliance compared to a private limited company. This conversion allows sole proprietors to introduce partners, safeguard personal assets, and build credibility with customers, vendors, and investors, all while retaining the ease of management.At ClassicTrademarkOffice, we simplify this transition through expert legal guidance, seamless documentation, and end-to-end support—ensuring your business is future-ready.
Advantage
Advantages of conversion from proprietorship to LLP
Separate Legal Existence
An LLP is recognized as a separate legal entity, distinct from its partners. This means the LLP can own assets, enter into contracts, and initiate legal proceedings in its own name, offering enhanced credibility and operational independence compared to a proprietorship.
Limited Liability Protection
In an LLP, the liability of each partner is limited to the amount of capital they contribute, as specified in the LLP Agreement. Partners are not personally liable for the debts or losses of the business, and one partner’s misconduct does not make others liable—providing a safety net against unforeseen liabilities.
Operational Flexibility
The operations of the LLP are governed by a mutually agreed LLP Agreement, allowing partners to define their own rules for decision-making, profit-sharing, and roles. This flexible structure helps businesses run smoothly without the rigid formalities of other corporate setups.
Reduced Compliance Burden
Compared to a private limited company, LLPs enjoy simplified compliance requirements:No mandatory audit unless turnover exceeds ₹40 lakh or capital contribution exceeds ₹25 lakhFewer formal meetings and resolutions requiredMinimal annual filings with the Ministry of Corporate Affairs (MCA)This makes LLPs ideal for growing businesses that want structure without excessive regulatory overhead.
A LIST OF DOCUMENTS
📋 Documents Required for Conversion of Proprietorship into LLP
To ensure a smooth transition from a sole proprietorship to a Limited Liability Partnership (LLP), the following documents are required:
✅ Identity Proof
PAN Card of all designated partners (Mandatory)
Passport (in case of foreign nationals)
🏠 Address Proof of Partners
Self-attested copies of any one of the following for each partner:
Aadhaar Card
Voter ID
Passport
Driving License
🖼️ Photographs
Recent passport-size photograph of all partners
🏢 Proof of Registered Office
Latest Electricity Bill / Telephone Bill for the proposed registered office address
Must not be older than 2 months
📜 Rent Agreement (if applicable)
Rent Agreement of the business premises, if the office is on rent
🧾 No Objection Certificate (NOC)
NOC from the owner of the property where the registered office is situated, authorizing the use of premises for business
🌍 For NRI / Foreign Nationals
In case a partner is a Non-Resident Indian (NRI) or Foreign National:
All documents must be notarized or apostilled from the country of residence
🏷️ Formulation of LLP Name
Choosing the right name for your Limited Liability Partnership (LLP) is a crucial step in establishing a distinct business identity. The LLP name must comply with government naming guidelines and reflect the nature of the business.
Special Name
The first part of the name should be distinct and unique to avoid similarity with existing entities.Ideally, use a coined or invented word to establish a strong and individual brand identity.Avoid generic or descriptive terms commonly used in your industry.
Operations of Business
The second part of the name should reflect the main business activity of the LLP.This helps clearly communicate your business's purpose to clients and regulatory authorities.Example: If you're in consulting, terms like Advisory, Solutions, or Consultants may be used.
Suffix to Name
Every LLP must end its name with either:“LLP” or“Limited Liability Partnership”This is a legal requirement under the LLP Act to identify the structure of the business.
Convert into an LLP in 3 Easy Steps
Step 1: Answer Quick Questions
Takes less than 10 minutes to complete our online questionnaire
Upload basic details and documents required for conversion
Make payment through our secured payment gateway
Step 2: Experts Are Here to Help
Dedicated Relationship Manager assigned to your case
Procurement of Digital Signature Certificates (DSC)
Application for Name Reservation of the LLP
Drafting and vetting of all necessary legal documents including the LLP Agreement
Filing for Certificate of Incorporation
Application for PAN & TAN
Step 3: Your LLP is Registered
The complete process takes around 21 working days*
(*Subject to Government processing time)
Process to Convert Proprietorship to LLP
📅 Day 1–2
One-on-one consultation for LLP conversion
Collection of all necessary information & documents
📅 Day 3–5
Apply for DSC (Digital Signature Certificate)
Apply for DIN (Designated Partner Identification Number)
📅 Day 6–7
Check name availability
Submit application for Name Reservation
📅 Day 8–12
Draft incorporation documents
File form for conversion of sole proprietorship to LLP
Obtain Certificate of Incorporation
📅 Day 13–18
Apply for PAN and TAN for the LLP
Draft LLP Agreement with appropriate conversion clauses
📅 Day 19–21
Payment of Stamp Duty on LLP Agreement
File LLP Agreement with Ministry of Corporate Affairs (MCA)
Wait for final approval from the government
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 register a Limited Liability Partnership (LLP) in India:
A minimum of two designated partners is required.
At least one designated partner must be a resident of India.
The registered office of the LLP must be located in India.
Digital Signature Certificates (DSC) and Designated Partner Identification Numbers (DIN) are mandatory.
The LLP Act, 2008 does not restrict citizenship or residency for becoming a partner. Even Foreign Nationals and Foreign Companies/LLPs can be partners in an Indian LLP, provided:
At least one designated partner is a resident of India.
All partners are 18 years or older and legally competent to enter into a contract.
Designated partners must possess a valid DIN.
Yes, a fresh registration of the LLP is mandatory. Registrations under the proprietorship cannot be amended or transferred. Any existing registrations (GST, MSME, etc.) in the name of the proprietorship should be surrendered or freshly obtained in the name of the LLP.
Yes, an LLP can undertake multiple business activities, provided they are related or fall under the same category. For example, web design and digital marketing may be carried under one LLP. However, unrelated activities like fashion design and legal consultancy cannot be combined in a single LLP. All proposed activities must be mentioned in the LLP Agreement and approved by the Registrar of Companies (RoC).
After incorporation, an LLP must comply with mandatory annual filings:
Form 11 (Annual Return)
Form 8 (Statement of Account & Solvency)
Income Tax Return filing
Audit is required only if:The capital contribution exceeds ₹25 lakhs, or
The annual turnover exceeds ₹40 lakhs
For detailed compliance guidance, refer to our blog on "Mandatory Compliances for a Limited Liability Partnership (LLP)".
No, LLPs cannot be registered for not-for-profit activities. Profit generation is an essential requirement for forming an LLP under Indian law. Entities engaged in charitable or non-profit objectives should opt for a Section 8 Company instead.