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Partnership to LLP Conversion in India

Q: Is it mandatory for all partners to agree to the conversion?

Yes, unanimous consent from all existing partners of the partnership firm is a mandatory legal requirement for the conversion to an LLP.

Q: Do I need a Digital Signature Certificate (DSC) and DPIN for conversion?

Yes, all partners must hold a valid DSC for online filings. Additionally, at least two designated partners must have a Designated Partner Identification Number (DPIN).

Q: What forms are involved in the conversion process?

Key forms involved typically include: RUN-LLP (Reserve Unique Name – Limited Liability Partnership) for name approval (can also be done through FiLLiP). FiLLiP (Form for incorporation of Limited Liability Partnership), which is an integrated form for incorporation and DPIN allotment (if needed). Form 17 (Application and Statement for the Conversion of Partnership Firm into Limited Liability Partnership), specifically for the conversion. Form 3 (Information concerning the LLP Agreement), to be filed post-incorporation. Form 14 (Intimation to Registrar of Firms), to notify the dissolution of the original partnership.

Q: How long does the LLP name approval last?

Once approved by the MCA, the reserved LLP name is valid for 3 months (90 days) from the date of approval. You must incorporate the LLP within this period; otherwise, the name will lapse.

Q: What is the deadline for filing the LLP Agreement after incorporation?

The LLP Agreement must be filed with the ROC in Form 3 within 30 days from the date of the LLP's incorporation.

Q: Are there any tax implications on conversion from partnership to LLP?

Generally, the conversion of a partnership firm to an LLP is tax-neutral under Section 47(xiii) of the Income Tax Act, 1961, meaning it is exempt from capital gains tax, provided certain conditions regarding continuity of assets, liabilities, and partner ownership are met. Accumulated losses and unabsorbed depreciation can also be carried forward.

Q: Do existing contracts and liabilities transfer to the new LLP?

Yes, upon conversion, all assets, liabilities, rights, and obligations, including existing contracts and pending legal proceedings, are automatically transferred to and vested in the newly formed LLP. However, partners remain liable for liabilities incurred by the firm before the conversion.

Q: Is an LLP required to maintain books of accounts?

Yes, every LLP is required to maintain proper books of accounts relating to its affairs for each year of its existence, either on a cash basis or accrual basis, and using the double-entry system of accounting. An audit is mandatory if the annual turnover exceeds ₹40 lakhs or capital contribution exceeds ₹25 lakhs.

Q: Can new partners be added during the conversion process?

No, during the actual conversion application process, no new partners can be added, nor can existing partners cease to be partners. The LLP must comprise the same partners as the original partnership firm. Any changes to partner composition can be made after the LLP is successfully formed and incorporated, as per the LLP agreement.

Easily convert your partnership firm to an LLP with RegisterKaro. Our experts ensure your new structure gains full legal recognition, provides limited liability, and complies with all MCA norms.

End-to-end LLP Conversion Support

Expert Help with ROC Filings & MCA Compliance

Assistance in Drafting & Filing LLP Agreement

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What Sets Us Apart

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MCA Certified Experts

10,000+

Trusted Reviews

2500+

Monthly Clients Onboardings

Serving Businesses Across India

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Phone Number*

Enter Your Email*

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Frequently Asked Questions (FAQs)

What is the main benefit of converting a partnership firm to an LLP?

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The main benefit is limited liability protection. In an LLP, the personal assets of the partners are protected from the business's debts and liabilities, unlike a traditional partnership where partners have unlimited personal liability.

Is it mandatory for all partners to agree to the conversion?

Do I need a Digital Signature Certificate (DSC) and DPIN for conversion?

What forms are involved in the conversion process?

How long does the LLP name approval last?

What is the deadline for filing the LLP Agreement after incorporation?

Are there any tax implications on conversion from partnership to LLP?

Do existing contracts and liabilities transfer to the new LLP?

Is an LLP required to maintain books of accounts?

Can new partners be added during the conversion process?

Why Choose RegisterKaro for the Partnership to LLP Conversion Service?

Choosing RegisterKaro for your LLP conversion means opting for a partner that prioritizes efficiency, expertise, and support throughout the entire process.

Expert Guidance and Compliance Assurance: Benefit from our team's in-depth knowledge of LLP conversion laws, ensuring your process is fully compliant with all regulations and free from errors.
Streamlined Process and Timely Completion: We simplify the complex conversion journey with an efficient, step-by-step approach, aiming for quick and hassle-free completion of your LLP registration.
Document Management: We handle all your documentation needs, from drafting agreements to preparing and filing necessary forms with meticulous attention to detail.
Transparent Costing and Value for Investment: Get a clear, upfront breakdown of all costs involved, ensuring no hidden charges and providing excellent value for your investment.
Post-Conversion Support: Our service doesn't end with conversion. We offer continued support for your LLP's initial compliance needs, including GST updates and other regulatory requirements.

Why Choose RegisterKaro for the Partnership to LLP Conversion Service?

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