Partnership Firm to LLP
Partnership Firm to LLP Conversion – Overview
A Partnership Firm is easy to start but has major drawbacks – unlimited liability of partners, lack of separate legal identity, and limited credibility with banks and investors. Converting into a Limited Liability Partnership (LLP) provides the same flexibility of a partnership but with the advantages of a corporate structure, such as limited liability, perpetual succession, and separate legal entity status.
An LLP is governed under the Limited Liability Partnership Act, 2008, and offers a modern framework for small and medium businesses, startups, and professional firms. By converting, existing partners can continue the business with the same rights and obligations, while enjoying better legal protection and credibility.
At Cardiff Services, we assist in smooth conversion from Partnership Firm to LLP – drafting the LLP Agreement, filing with Registrar of Companies (ROC), preparing statutory documents, and updating registrations post-conversion – ensuring your business transitions seamlessly while remaining compliant.
Key Features of Partnership to LLP Conversion
Limited Liability – Partners’ liability is restricted to their agreed contribution, protecting personal assets.
Separate Legal Entity – LLP is distinct from its partners, ensuring business continuity irrespective of partner changes.
Perpetual Succession – LLP continues to exist even if partners leave, retire, or pass away.
No Minimum Capital Requirement – LLP can be started with any amount of capital contribution.
Flexible Management – Partners can define rights and duties in the LLP Agreement as per their needs.
Lower Compliance Cost – Compared to a Private Limited Company, LLPs have fewer compliance requirements.
Tax Efficiency – LLP is not subject to Dividend Distribution Tax (DDT) and profits are taxed only once in the hands of the LLP.
Enhanced Credibility – LLP registration with the Registrar of Companies (ROC) gives better recognition with banks, vendors, and clients than a traditional partnership.
Documents Required for Partnership to LLP Conversion
Incorporation Certificate / Registration Certificate of the existing Partnership Firm (if registered).
Partnership Deed of the firm.
Consent of all Partners for conversion into LLP.
No Objection Certificate (NOC) from secured creditors, if any.
Latest Financial Statements of the Partnership Firm.
PAN Card & Aadhaar Card of all partners.
Identity Proof – Passport, Voter ID, or Driving License of partners.
Address Proof – Recent utility bill or bank statement of partners.
Passport-size Photographs of partners.
Proof of Registered Office Address – Utility bill (electricity/telephone), rent agreement, or property documents with NOC from the owner.
Digital Signature Certificates (DSC) for all designated partners.
Designated Partner Identification Number (DPIN) – Application or existing DIN for designated partners.
Draft LLP Agreement detailing rights, duties, and profit-sharing ratio of partners.
Step-by-Step Procedure for Partnership to LLP Conversion
Consent & Resolution
Obtain the written consent of all partners of the firm.
Pass a resolution approving the decision to convert into LLP.
Name Reservation
Apply for reservation of the LLP name through the RUN-LLP service on the MCA portal.
Ensure the name aligns with MCA guidelines and is unique.
Digital Signature & DPIN
Obtain Digital Signature Certificates (DSC) for all designated partners.
Apply for Designated Partner Identification Number (DPIN/DIN) if not already allotted.
Filing Application for Conversion
File Form 17 (Application for conversion of partnership into LLP) with the Registrar of Companies.
Attach Partnership Deed, NOC from creditors, consent of partners, and financial statements.
Incorporation of LLP
File FiLLiP (Form for Incorporation of LLP) with all partner details and attachments.
Submit the draft LLP Agreement and subscription sheets.
ROC Scrutiny & Approval
The Registrar verifies the application and documents.
On approval, issues a Certificate of Registration of LLP confirming conversion.
Execution of LLP Agreement
Execute the LLP Agreement within 30 days of incorporation.
File the agreement in Form 3 with the ROC.
Post-Conversion Compliance
Update PAN, GST, bank accounts, licenses, and statutory registrations in the name of the LLP.
Notify vendors, clients, and authorities of the new LLP structure.
Update invoices, contracts, and letterheads to reflect LLP details.
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms