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 Proprietorship to LLP in India
Take the business you already run into a structure that is legally separate from you. A partner’s liability is capped at the capital they agreed to contribute, and the debts of the LLP stop there.
- Digital signatures and DIN for every designated partner
- Name reservation, including your existing trade name where it is available
- Incorporation documents drafted and filed
+3 moreShow less
- LLP agreement drafted with the conversion clause
- PAN and TAN applied for in the name of the LLP
- Typically completed in 21 working days
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Converting a proprietorship into an LLP
What an LLP is, what changes about your personal exposure, and why founders choose LegalWiz.in to handle the conversion.
The Limited Liability Partnership was introduced by the LLP Act, 2008 to give India a structure that is easy to maintain and carries less personal risk than a proprietorship. It combines the advantages of a company and of a partnership firm in a single form, which is why it is usually described as a hybrid.
Under an LLP one partner is not responsible for another partner’s misconduct or negligence, and the LLP itself provides limited liability protection to its owners against its own debts. That combination is why it is chosen most often by professionals and by micro and small businesses that are family-owned or closely held.
On conversion, all the assets and liabilities of the proprietor become those of the LLP. Every movable and immovable property vests in it automatically, no capital gains tax is charged on that transfer, and the accumulated loss and unabsorbed depreciation of the proprietorship carry into the successor LLP for a further eight years.
- Governed by
- LLP Act, 2008
- Partners
- Minimum 2
- No upper limit
- Residency
- One Indian resident
- At least one designated partner
- Minimum capital
- None prescribed
- But every partner contributes
- Statutory audit
- Above ₹25L or ₹40L
- Contribution above ₹25 lakh, or turnover above ₹40 lakh
- Capital gains
- Not charged
- On the transfer of property from the proprietorship
- Turnaround
- 21 working days
- Subject to government processing
- Registrations
- Applied afresh
- A proprietorship’s cannot be amended
Why businesses 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.
- A consultation on the conversion and what it changes
- Digital Signature Certificate (DSC) for every designated partner
- DIN allotment for the designated partners
- Name availability check and reservation
- Drafting of the incorporation document
- Filing of the conversion application for the Certificate of Incorporation
- Application for PAN and TAN in the name of the LLP
- Drafting of the LLP agreement, with the conversion clause
- Payment of stamp duty and filing of the LLP agreement with the MCA
Government fees and stamp duty are charged at actuals. Stamp duty on the LLP agreement is set by the state and calculated on the total capital contribution.
How to formulate the LLP name
A unique first part
This builds the LLP’s brand, and a coined word is the strongest choice because it 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.
Your existing trade name
The proprietorship’s name can be applied for. The Ministry often grants it on the basis that the firm is being converted, unless it is already reserved by somebody else.
Benefits of converting a proprietorship into an LLP
Separate legal existence
An LLP is a separate legal entity, existing apart from its partners in a way a general partnership firm does not. It can own assets, enter into contracts in its own name, and sue a third party in a dispute.
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 on dissolution, and no partner is held responsible for another’s negligence or misconduct.
Flexibility to operate
The LLP is run according to the LLP agreement, so the partners decide between themselves how it functions and how duties and responsibilities are divided. That freedom to write your own rules of management is not available in other structures.
Lower compliance requirement
Compared with a private company there is less to comply with, the audit requirement included, and that arises only above a level of turnover or contribution. Partner meetings and operating through resolutions are relaxed rather than mandatory.
How an LLP compares with the alternatives
An LLP is one of four structures a proprietor can move to. Here is the whole field, with the LLP first.
| 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.
Customer reviews
What our clients say
- Rated 5 out of 5
Had a great experience with LegalWiz for my trademark registration. The service was smooth, and the after sales support was excellent. Although the filing took around 3 days, the team stayed connected throughout, provided clear updates, and there were no communication issues. Overall, a very professional and reliable experience.
Vishvam PGJune 2026 - Rated 5 out of 5
Had a wonderful experience. The team was very supportive, responsive and completed everything on time. Thank you for the excellent support.
Ujwala ShettyJune 2026 - Rated 5 out of 5
Jignesh was very helpful and amazing while filling the compliance form for my business. Will take your service again.
Sumit YadavApril 2026 - Rated 5 out of 5
Good support team. No hindrance in executions. Go for it.
Upkar ChaurasiyaApril 2026 - Rated 5 out of 5
JIGNESH BHAI, I wanted to take some time to sincerely thank you for your incredible support with my MSME registration through LegalWiz. From start to finish, Jignesh Bhai, your guidance, patience, and professionalism made what could have been a stressful and confusing process feel completely smooth and manageable. You took the time to explain every step clearly, answered all my questions patiently, and ensured that nothing was left uncertain. Your attention to detail and dedication truly stood out, and it gave me a lot of confidence throughout the process. I really appreciate the effort, care, and commitment you put into helping me. Jignesh Bhai, your service has been exceptional, and I couldn’t have asked for a better experience. Heartfelt thanks once again!
Rahul SharmaApril 2026 - Rated 5 out of 5
Highly recommend services from Legalwiz. Got my LLP conversion process faster. Helpful staff.
Sharad PatelJanuary 2026 - Rated 5 out of 5
Limited Liability PartnershipHad a great experience working with the team! They handled my LLP registration smoothly, guided me clearly through every step, and were always quick to respond. Really appreciate their professionalism and support. Highly recommended!
Rishi KhannaJanuary 2026 - Rated 5 out of 5
They are so quick and highly professional and experienced in the industry to carry out the requirement. Loved their services.
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Trademark RegistrationVery fast & timely service. The team was very helpful and helped me find out if the brand name was available or not over the call itself without any extra cost or charge. Brilliant service, very clear communication, timely delivery & transperant pricing. Cheers!
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Close a Private Limited Companyexcellent, i appreciate accountability and transparency in the process
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Mr KarthikFebruary 2025
Documents required to convert into an LLP
The same set is needed for every partner. Scanned copies are enough to begin, and your relationship manager will tell you if anything needs to be re-shared more clearly.
PAN card
For every partner. A foreign national provides a passport instead.
Address proof of partners
The Aadhaar card, voter ID, passport or driving licence of each 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.
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
- PAN and TAN are applied for in the name of the LLP
Step 03
Your LLP is registered
- The whole process takes 21 working days
- The Certificate of Incorporation is issued in the name of the LLP
Subject to government processing time.
How long the conversion takes
Twenty-one working days end to end. The LLP exists from the Certificate of Incorporation on day 12; the last nine days are the agreement and its filing.
Days 1 to 2
2 of 21 working days
- Consultancy and assistance for the conversion
- Collection of basic information and documents
Days 3 to 5
3 of 21 working days
- Application for the Digital Signature Certificate
- Application for DIN allotment of the designated partners
Days 6 to 7
2 of 21 working days
- Name availability check
- Application for name reservation
Days 8 to 12
5 of 21 working days
- Drafting of the incorporation document
- Filing of the conversion application
- Certificate of Incorporation issued
Days 13 to 18
6 of 21 working days
- Application for PAN and TAN of the LLP
- Drafting of the LLP agreement, with the conversion clause
Days 19 to 21
3 of 21 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 must be filed within 30 days of the Certificate of Incorporation.
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What does registering an LLP require?
Two or more individuals as designated partners, at least one of whom is an Indian national, and a registered place of business in India.
Are there limits on who can be a partner?
The LLP Act, 2008 places no limits in terms of citizenship or residency. Foreign nationals, including foreign companies and LLPs, may incorporate an LLP in India provided at least one designated partner is resident in India.
The person must be 18 or over, competent to enter into a contract, and a proposed designated partner must hold a DIN.
Do I apply for fresh registrations, or amend the proprietorship’s?
Fresh. Registrations in the name of a proprietorship firm cannot be amended, so the conversion is filed with the concerned department and new registrations are taken in the name of the LLP.
Every registration held in the name of the proprietorship should be surrendered unless it is needed for some other purpose.
Can an LLP carry on more than one business activity?
Yes, provided the businesses are related or of the same nature. Unrelated activities, fashion design and accountancy being the standard example, cannot be carried on under the same LLP.
The activities are stated in the LLP agreement and must be approved by the Registrar.
What compliances does an LLP have to meet?
Once incorporated it has to meet the annual compliance requirements. Where the capital contribution is under ₹25 lakh or the turnover is under ₹40 lakh, the financial statements do not have to be audited.
Can an LLP be registered for not-for-profit activities?
No. Making a profit is an essential condition for an LLP, so one cannot be incorporated to carry on non-profit activities.
What happens to the assets and liabilities of the proprietorship?
They become those of the LLP immediately on conversion, and every movable and immovable property of the proprietor vests in the LLP automatically. No capital gains tax is charged on that transfer.
The accumulated loss and unabsorbed depreciation of the proprietorship are treated as those of the successor LLP for the year in which the conversion took effect, so that loss can be carried forward a further eight years.
Can I keep the proprietorship’s trade name?
It can be applied for when the name is reserved. The Ministry may grant it on the basis that the proprietorship is being converted into an LLP, unless the name is already reserved by another company or LLP.
Approval of a name application is entirely at the discretion of the MCA.
Is foreign direct investment allowed in an LLP?
Yes, under the automatic route, in the sectors permitted by the Foreign Investments Promotion Board.
Foreign institutional investors and foreign venture capital investors are not permitted to invest in LLPs, and an LLP cannot raise external commercial borrowings.
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