Limited Liability Partnership
Can a Body Corporate Be a Partner in an LLP
A body corporate is a legal entity with its own rights and duties, separate from its members.
6 min read
Convert Partnership Firm to LLP in India
Keep the flexibility of a partnership and stop being personally liable for the firm’s debts. An LLP survives a partner leaving, where a partnership firm has to be formed again.
- Digital signatures and DIN for every designated partner
- Name reservation, including the firm’s existing name where it can be proved
- The conversion application filed for the Certificate of Incorporation
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- LLP agreement drafted, stamped and filed with the MCA
- PAN and TAN applied for in the name of the LLP
- A dedicated relationship manager from start to finish
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Converting a partnership firm into an LLP
What an LLP adds over a general partnership, what has to stay the same through the conversion, and why firms choose LegalWiz.in.
A Limited Liability Partnership has the upper hand over a general partnership because it is a separate legal entity, registered with the central government, which a partnership firm is not. It integrates the corporate structure of a company with the internal flexibility of a partnership, so partners still organise their own composition and operation between themselves.
The difference that matters most is what happens when a partner dies, retires or leaves. A partnership ceases to exist and a new one has to be formed. An LLP simply carries on, because its existence does not depend on who its partners are on any given day.
The conversion secures the partners’ rights and limits their liabilities without disturbing the business. Because a general partnership and an LLP are treated as equivalent under the Act, there is no tax implication on the conversion itself, provided the rights and obligations of the partners stay the same and no asset or liability is transferred afterwards.
- Governed by
- LLP Act, 2008
- Partners
- Unchanged
- Same partners, same proportion, on the date of conversion
- Designated partners
- Minimum 2
- At least one resident in India, each holding a DIN
- Minimum capital
- None prescribed
- But every partner contributes
- Capital gains
- Not payable
- Provided the partners’ rights and obligations are unchanged
- LLP agreement
- Within 30 days
- Of the Certificate of Incorporation
- Late filing fee
- ₹100 a day
- Until the agreement is filed
- Turnaround
- 25 working days
- Subject to government processing
Why firms choose LegalWiz.in
- An expert team of qualified CA, CS and lawyers
- A dedicated relationship manager with on-call support
- The entire conversion is handled online
- Quick turnaround and economical pricing
- Thousands of happy customers across every state in India
- Backed by secure technology
- Exclusive partner offers on web hosting, payment gateways and more
What the conversion covers
Your relationship manager and the filing team handle everything below. You supply the documents once and approve the drafts.
- Digital Signature Certificate (DSC) for every designated partner
- DIN allotment for the designated partners
- Name availability check and reservation
- Drafting of the documents for incorporation
- Filing of the application for conversion into an LLP
- The Certificate of Incorporation in the name of the LLP
- Application for PAN and TAN of the LLP
- Drafting of the LLP agreement
- Payment of stamp duty and filing of the agreement with the MCA
Government fees and stamp duty are charged at actuals. The LLP has to be formed with the same partners in the same proportion as the firm on the date of conversion, and a partner can be added or removed only afterwards, as a separate change.
How to formulate the LLP name
A unique first part
A coined prefix builds the LLP’s brand and is the least likely to already be taken.
A business object
The second part of the name should suggest the activity the LLP carries on.
The constitution type
The name must end with "LLP" or "Limited Liability Partnership" as a suffix.
Keeping the firm’s name
The firm’s existing name can usually be carried across, on attaching valid proof that the firm has been using that brand.
Benefits of converting a partnership into an LLP
Limited liability of owners
A partner’s liability is capped at the capital contribution agreed in the LLP agreement. The loss or debt of the LLP cannot be assigned to the partners even at liquidation, and no partner is held responsible for another’s negligence or misconduct.
A separate legal entity
A partnership is not one: where a partner dies, retires or has to leave, the partnership ceases to exist and a new one has to be formed. An LLP is a separate legal entity and carries on regardless.
Tax benefits
A partner’s share of the LLP’s profit is not taxed again in the partner’s hands, unlike a dividend, which a company’s shareholders pay tax on. Interest and remuneration paid to partners are deductible for the LLP, within the limits the Income-tax Act sets.
Raising capital
It is easier in an LLP, because a limited partner can participate without taking on accountability. In a general partnership every common partner has unrestrained liability.
How an LLP compares with a partnership firm
The two columns that matter to you are the first and the fourth. The rest are here because a firm converting is sometimes better served by a company.
| Attribute | Limited Liability Partnership | Private Limited Company | One Person Company | Partnership Firm | Proprietorship Firm |
|---|---|---|---|---|---|
| Setting it up | |||||
| Applicable law | LLP Act, 2008 | Companies Act, 2013 | Companies Act, 2013 | Indian Partnership Act, 1932 | No specified Act |
| MandatoryMust be registered with the MCA under the LLP Act | MandatoryMust be registered with the MCA under the Companies Act | MandatoryMust be registered with the MCA under the Companies Act | OptionalCan be registered or unregistered, though there are clear benefits to registering with the State ROF | Not requiredMSME or GST registration is treated as valid proof for a proprietor firm | |
| 2 to unlimitedMinimum 2 designated partners, no cap on the total | 2 to 200Excluding present or former employees who are members | Only 1A single shareholder | 2 to 50Minimum 2 partners, maximum 50 | Only 1The proprietor is the sole owner | |
| AllowedUnder RBI and FEMA rules, usually via the automatic route | AllowedUnder RBI and FEMA rules, usually via the automatic route | Not allowedMember, nominee and director must be Indian residents | AllowedAn NRI can be a partner, subject to RBI regulations | Not allowedA foreign national cannot own a proprietorship business in India | |
| What you are liable for | |||||
| YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | NoThe firm has no identity separate from its partners | NoProprietor and business are the same, and share one PAN | |
| LimitedLimited to the contribution agreed in the LLP agreement | LimitedLimited to the share capital subscribed, unless the MOA defines it otherwise | LimitedLimited to the share capital subscribed | UnlimitedPartners are jointly and severally liable for the debts | UnlimitedClearing the firm’s liabilities is the proprietor’s job | |
| YesA change of partners does not affect the LLP | YesSurvives a change of ownership or management | YesBut it can only ever have one owner | NoA change of partner dissolves or reforms the firm | NoDeath or insolvency of the proprietor ends the business | |
| YesBy consent of the other partners, via a supplementary deed | YesShares transfer easily, which is why external investors prefer it | Restricted100% of shares must move to change the single owner | RestrictedThe partnership deed sets out the restrictions | NoA proprietorship cannot be transferred | |
| What it costs you every year | |||||
| As applicableRequired once turnover crosses ₹40 lakh or contribution crosses ₹25 lakh | MandatoryAn auditor must be appointed within 30 days | MandatoryAn auditor must be appointed within 30 days | Not mandatoryTax audit applies based on turnover | Not mandatoryTax audit applies based on turnover | |
| High30% on business profits, with tax-efficient distribution to partners | Moderate25% for companies with turnover up to ₹400 crore | Moderate25% for companies with turnover up to ₹400 crore | High30% on business profits | LowTaxed at the proprietor’s individual income tax slab | |
| ModerateAnnual filing plus a few event based filings, lighter than a company | HighThe heaviest of the five, both annual and event based | HighSimilar to a company, without an AGM | LowAn annual ITR, and little else | LowNo separate ITR, and very little else | |
| Next step | Get started | Know more | Know more | Know more | Know more |
Swipe the table sideways, Limited Liability Partnership stays in view. Open any attribute to read the detail behind all 5 answers.
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Documents required to convert into an LLP
The same set is needed for every partner, plus the firm’s own registration papers where it is registered.
PAN card
For every partner and for the firm. A foreign national provides a passport instead.
ID proof of partners
The Aadhaar card, voter ID, passport or driving licence of every partner.
Photographs
A recent passport size photograph of every partner.
Business address proof
The electricity or telephone bill for the registered office address.
NOC from the owner
A no objection certificate from the owner of the registered office premises.
Rent agreement
The rent agreement for the registered office, where the premises are rented.
Registrar of Firms certificate
Where the partnership firm is registered, the RoF certificate is compulsory.
For an NRI or foreign national
The documents of a partner who is an NRI or a foreign national must be notarised or apostilled.
Convert into an LLP in three easy steps
Step 01
Answer a few quick questions
- Spend less than 10 minutes on a simple set of questions
- Share the basic details and documents against the checklist
- Pay through a secure payment gateway
Step 02
Our experts take over
- You are assigned a dedicated relationship manager
- Digital signatures are procured and the name is reserved
- Incorporation documents and the LLP agreement are drafted
- The conversion application is filed for the Certificate of Incorporation
Step 03
Your LLP is registered
- The Certificate of Incorporation is issued in the name of the LLP
- The LLP agreement is stamped and filed within 30 days of it
Subject to government processing time.
How long the conversion takes
Twenty-five working days end to end. The LLP exists from the Certificate of Incorporation on day 14; the last eleven are the agreement, its stamp duty and its filing.
Days 1 to 2
2 of 25 working days
- Application for the Digital Signature Certificate
- Application for DIN allotment of the designated partners
Days 3 to 6
4 of 25 working days
- Name availability check
- Application for name reservation
- LLP name reserved
Days 7 to 14
8 of 25 working days
- Drafting of the documents for incorporation
- Filing of the application for conversion into an LLP
- Certificate of Incorporation issued
Days 15 to 20
6 of 25 working days
- Application for PAN and TAN of the LLP
- Drafting of the LLP agreement
Days 21 to 25
5 of 25 working days
- Payment of stamp duty
- Filing of the LLP agreement with the MCA
- Government processing time
Subject to government processing time. The LLP agreement has to be filed within 30 days of the Certificate of Incorporation, and a delay carries an additional fee of ₹100 a day.
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What does converting a partnership firm into an LLP require?
The LLP has to consist of the same partners who were in the original partnership, in the same proportion in which their capital accounts stood in the books of the firm on the date of conversion.
So the LLP cannot have more or fewer partners than the existing firm. Any change in the number of partners can be made only after the conversion is complete.
How is the LLP name reserved?
Through an online form. Under the regulations the partners may provide up to six names in order of preference, of which one is reserved.
The Registrar may ask for a fresh application with a different name where the ones given do not meet the criteria of uniqueness or relevance, or fall short of the other requirements.
Is there a minimum capital requirement for an LLP?
No. There is no minimum prescribed, and an LLP can start with whatever amount of capital the business needs.
Every partner does have to make a contribution. The amount is disclosed in the LLP agreement, and the stamp duty payable is decided by the total contribution.
What is a DIN, and is a separate DPIN needed?
The Director Identification Number is a unique number assigned by the Ministry of Corporate Affairs on application, which allows a person to be a director in any company or a designated partner in any LLP.
The concept of a separate DPIN, the Designated Partner Identification Number, no longer applies to the incorporation of an LLP.
Who can be a partner or a designated partner?
There are no limits in terms of citizenship or residency. The LLP Act, 2008 allows foreign nationals, including foreign companies and LLPs, to incorporate an LLP in India provided at least one designated partner is resident in India.
The person must be 18 or over and competent to enter into a contract, and a proposed designated partner must hold a DIN.
What is the LLP agreement, and does it have to be filed?
It is the agreement executed by all the designated partners and partners after incorporation. It sets out every clause relating to the business, including the rights, roles, duties and responsibilities of the partners.
It has to be filed within 30 days of the Certificate of Incorporation being issued. A delay carries an additional fee of ₹100 a day until it is filed.
How are partners changed after the conversion?
The partners pass a resolution at a meeting as the LLP agreement requires, authorising one of the existing designated partners to act for the LLP and its partners. That partner must hold a valid DSC to file with the Registrar.
Once the partners execute a supplementary agreement for the change of partner or of designation, an application is filed with the MCA to approve it.
Is any capital gain payable on the conversion?
An LLP and a general partnership are treated as equivalent under the Act, except for recovery purposes, so converting from one to the other has no tax implication.
That holds provided the rights and obligations of the partners remain the same after the conversion and no asset or liability is transferred afterwards. Where those conditions are broken, the capital gains provisions apply.
Can the LLP keep the firm’s existing name?
Generally that is the whole point of converting: keeping the brand identity the firm has built in the market.
To take the original name across it is essential to attach valid proof corroborating the firm’s use of that name. The MCA grants approval on the basis of the documents attached to the name reservation form.
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