Converting a traditional partnership firm into a Limited Liability Partnership (LLP) is the most effective way for partners to protect their personal estates from joint and several liability. In a standard partnership, every partner is personally liable for the debts, errors, and omissions of the other partners. By registering your firm as an LLP under Section 55 and the Third Schedule of the LLP Act, 2008, you limit each partner's liability to their agreed contribution while securing a separate legal identity and perpetual succession. Our corporate transition team administers the entire conversion process, managing the statutory vesting of all assets, liabilities, and intellectual properties directly into the new LLP, thereby eliminating the operational friction of asset transfers while keeping your business continuity intact.
Execute the conversion under Section 55, ensuring that all properties, rights, assets, and liabilities transfer directly to the LLP without conveyance.
Prepare and file the primary conversion application along with Form FiLLiP, securing rapid approval from the Registrar of Companies.
Draft a highly detailed LLP agreement containing custom clauses on capital contribution, profit sharing, and partner dispute arbitration.
Structure the conversion in a tax-neutral manner, ensuring that the partner capital balances and accumulated profits transfer without tax implications.
Under the Income Tax Act, the conversion is tax-neutral if all partners of the firm become partners of the LLP in the same proportion as their capital accounts, and no cash consideration is paid to any partner during the transition.
Upon approval of Form 17 and Form FiLLiP, the ROC issues a Certificate of Registration. We then file an official notice of conversion with the Registrar of Firms (RoF) within 15 days, which legally dissolves the old partnership.
Yes, but any pending legal proceedings against the partnership firm or any partner may be continued against the LLP, and the partners remain personally liable for liabilities incurred before the conversion. We assist in auditing these risks beforehand.
Comprehensive solutions tailored to your business needs.
Optimize your corporate structure and maximize deductions with strategic tax planning advice.
