Tax-neutral conversion under Section 56 of LLP Act
Partnership to LLP Conversion in India
Convert Your Partnership Firm to LLP
Tax-Free
- Starting @
₹4,999
Only
Limited Liability. Same PAN. No Capital Gains Tax. Expert Support.
LLP Name Approval
LLP Agreement Drafting
ROC Form Filing
Certificate of Incorporation
DPIN for All Partners
GST Migration Assistance
Expert Consultation in Minutes
What Sets Us Apart
500+ LLP Conversions
Expert CA/CS Team
Tax-Neutral Process
0
Companies Incorporated
Successfully incorporated across India
0
Client Satisfaction
Rated excellent by our customers
0
Years of Experience
Serving businesses since 2020
0
Expert Consultants
Specialists in company formation
HEAR WHAT OUR CUSTOMERS HAVE TO SAY
India's one of the highest-rated legal tax and compliance guidance platform.
4.9 out of 5
(8521)
Verified
Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
700+
Businesses Incorporated Every Month
1000+
Ratings Trusted by 2000+ Clients
250+
Professional Network
WHY CHOOSE US?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Ready to Convert Your Partnership to LLP?
Get limited liability protection without capital gains tax. Seamless conversion under Section 56 of LLP Act, 2008
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Convert to Limited Liability Partnership
Our experts handle the complete conversion ensuring tax-neutral transition.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
Partnership to LLP Conversion Package
₹4999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
LLP Name Reservation
DSC for All Designated Partners
DPIN for All Partners
LLP Agreement Drafting
Form 17 Filing (Conversion Application)
Certificate of Incorporation
PAN Status Update
GST Registration Update
Partnership Firm Closure Assistance
Post-Conversion Compliance Guide
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Partnership to LLP conversion is one of the most advantageous business structure changes available under Indian law. Governed by Section 56 and the Second Schedule of the LLP Act, 2008, this conversion allows partnership firms to transition into a Limited Liability Partnership (LLP) while retaining significant tax benefits.
The primary advantage of this conversion is that it is tax-neutral - meaning no capital gains tax is triggered on the transfer of assets from the partnership firm to the LLP, provided all conditions under Section 47(xiiib) of the Income Tax Act are met. This makes it a highly attractive option for established partnership firms seeking limited liability protection.
Unlike other conversions, the partnership firm is legally deemed to have been "converted" into the LLP on the date of registration. All assets, liabilities, and obligations of the partnership firm vest in the LLP automatically. The LLP becomes the successor to the partnership firm for all legal purposes.
At IncorpX, we specialize in seamless Partnership to LLP conversions. Our team of expert Chartered Accountants (CAs) and Company Secretaries (CSs) ensures that all conditions for tax-neutral conversion are met, and the transition happens smoothly without disrupting your business operations.
Why Convert Partnership to LLP?
While partnership firms have served businesses well for decades, the modern business environment demands better protection and flexibility. Here's why partners choose to convert to LLP:
Key Reasons for Conversion:
Unlimited Liability Risk:
In a partnership, each partner is personally liable for the firm's debts and actions of other partners. LLP limits this to capital contribution.
Separate Legal Entity:
Partnership firms have no separate legal existence. LLP is a body corporate that can own assets, sue, and be sued in its own name.
Perpetual Succession:
Partnership dissolves on death/retirement of a partner. LLP continues regardless of partner changes.
Tax Efficiency:
LLPs are not subject to Dividend Distribution Tax (DDT) and enjoy simpler compliance than companies.
Global Credibility:
LLP structure is recognized internationally and builds better trust with banks and large corporate clients.
Tax Benefit Alert!
Under Section 47(xiiib) of the Income Tax Act, conversion from Partnership to LLP is completely exempt from capital gains tax, provided: (a) all partners become designated partners, (b) profit sharing ratio remains unchanged for 5 years, and (c) no payment is made to partners from accumulated profits.
Comparison: Partnership Firm vs LLP
Understanding the differences helps appreciate the benefits of LLP conversion:
Feature
Partnership Firm
Limited Liability Partnership (LLP)
Governing Law
Indian Partnership Act, 1932
LLP Act, 2008
Legal Status
Not a separate legal entity
Separate legal entity (body corporate)
Liability
Unlimited, joint and several
Limited to capital contribution
Registration
Optional (but recommended)
Mandatory with MCA
Perpetual Succession
No (dissolves on partner exit/death)
Yes (continues regardless of partner changes)
Minimum Partners
2
2 (Designated Partners)
Maximum Partners
50 (earlier 20)
Unlimited
Partner's Liability for Others
Liable for actions of other partners
Not liable for negligence of other partners
Audit Requirement
If turnover > ₹1 crore
If contribution > ₹25 lakhs or turnover > ₹40 lakhs
Tax Rate
30% flat
30% flat (same)
Annual Compliance
ITR filing only
Form 11, Form 8, ITR
Property Ownership
In name of partners
In name of LLP
What Are the Key Features of Our Conversion Service?
IncorpX provides comprehensive Partnership to LLP conversion services:
1. Eligibility Check
We verify if your partnership firm meets all conditions for tax-neutral conversion under LLP Act.
2. LLP Name Reservation
Reserve a unique name for your LLP through MCA's RUN-LLP service.
3. DSC & DPIN
Obtain Digital Signature Certificates and Designated Partner Identification Numbers.
4. LLP Agreement
Draft comprehensive LLP Agreement covering rights, duties, and profit sharing.
5. Form 17 Filing
File conversion application (Form 17) along with all required documents.
6. Incorporation Certificate
Obtain Certificate of Incorporation confirming LLP registration.
7. PAN Update
Update PAN status from partnership firm to LLP (same PAN retained).
8. GST Migration
Update GST registration to reflect the LLP structure and name.
9. Bank Account Update
Assist with updating bank accounts to the LLP name.
10. Compliance Setup
Guide on LLP compliance requirements including Form 8 and Form 11.
Benefits of Converting to LLP:
Converting your partnership to LLP provides numerous advantages for business growth and protection:
Limited Liability
Partners are not personally liable for business debts. Personal assets remain protected from business risks.
Tax-Neutral Conversion
No capital gains tax on transfer of assets. Same PAN continues. Tax-efficient transition.
Perpetual Existence
LLP continues to exist regardless of partner entry or exit. Ensures business continuity.
Separate Legal Entity
LLP can own property, enter contracts, sue and be sued in its own name independently.
Enhanced Credibility
LLP structure is recognized globally and trusted by banks, vendors, and corporate clients.
Partner Independence
Partners are not liable for negligence or misconduct of other partners, unlike in partnership.
Tax-free conversion with expert guidance!
Conditions for Tax-Neutral Conversion:
To avail capital gains tax exemption under Section 47(xiiib), the following conditions must be satisfied:
All partners of the firm must become partners of the LLP
Profit sharing ratio must remain unchanged in LLP
No consideration other than profit share is paid to partners
All assets and liabilities must transfer to LLP at book value
Partners' capital must not be reduced for 5 years
Profit sharing ratio must not be altered for 5 years (prejudicial to tax)
Important!
Violation of any condition within 5 years will trigger capital gains tax retrospectively on the transfer of assets. Proper documentation and compliance monitoring is essential.
Documents Required for Conversion:
The following documents are needed for Partnership to LLP conversion:
For All Partners:
PAN Card (Mandatory)
Aadhaar Card
Passport (for Foreign Partners)
Address Proof (Utility Bill/Bank Statement)
Passport Size Photographs
Email ID and Mobile Number
For Partnership Firm:
Registered Partnership Deed
Latest Audited Financial Statements
PAN Card of Partnership Firm
Statement of Assets and Liabilities
ITR for Last 3 Years
Bank Account Statement
For Registered Office:
Rent Agreement / Ownership Proof
NOC from Landlord (if rented)
Utility Bill (not older than 2 months)
Step-by-Step Conversion Process:
Here's how we convert your Partnership Firm to LLP:
Step 1: Partner Consent & Eligibility
Obtain consent from all partners for conversion. Verify that the partnership meets eligibility criteria for tax-neutral conversion under LLP Act.
Step 2: DSC and DPIN
Obtain Digital Signature Certificates (DSC) for all designated partners. Apply for Designated Partner Identification Numbers (DPIN) if not already held.
Step 3: LLP Name Reservation
Apply for LLP name approval through RUN-LLP service. You can use your existing firm name with "LLP" suffix if available.
Step 4: LLP Agreement Preparation
Draft LLP Agreement covering partner rights, duties, profit sharing, capital contributions, and management structure. Must reflect same profit sharing as partnership.
Step 5: Form 17 Filing
File Form 17 (Application for conversion from Partnership to LLP) along with Form 2 (LLP Agreement), partner consents, and other required documents.
Step 6: Certificate of Incorporation
Upon approval, ROC issues Certificate of Incorporation. The partnership firm is deemed to be converted into LLP from this date.
Step 7: Post-Conversion Compliance
Update PAN status, GST registration, bank accounts, and other registrations to reflect the LLP structure. Close partnership firm registration.
Tax-neutral conversion with expert CA/CS support!
Why Choose IncorpX for LLP Conversion?
Tax Expertise: Ensure all conditions for tax-neutral conversion are met.
Fast Processing: Complete conversion in 15-20 working days.
Complete Documentation: LLP Agreement, forms, and all filings included.
Expert Support: Dedicated CA/CS guidance throughout the process.
Compliance Guidance: Post-conversion compliance support available.
FAQs on Partnership to LLP Conversion
Have questions about converting your Partnership Firm to LLP? Here are answers to the most frequently asked questions.
These FAQs cover the process, tax benefits, requirements, and legal implications of the conversion.
It is a legal process under Section 56 of LLP Act, 2008 where a partnership firm is converted into a Limited Liability Partnership, gaining limited liability protection while retaining business continuity.
Yes, if all conditions under Section 47(xiiib) of Income Tax Act are met, no capital gains tax is levied on transfer of assets from partnership to LLP.
No, the same PAN continues. Only the status is updated from "Firm" to "LLP" in PAN records.
Key conditions include: (a) all partners become LLP partners, (b) same profit sharing ratio, (c) no payment from accumulated profits, (d) assets transfer at book value, and (e) conditions maintained for 5 years.
The process typically takes 15-20 working days from submission of complete documents to obtaining the Certificate of Incorporation.
Yes, you can retain your existing firm name with "LLP" suffix, subject to name availability check on MCA portal.
All contracts, agreements, and obligations automatically vest in the LLP from the date of conversion. The LLP becomes the successor.
Yes, the partnership firm is deemed dissolved upon LLP registration. No separate dissolution procedure is required.
Our conversion package starts at ₹4,999 (professional fees) plus government fees for LLP registration.
LLP requires minimum 2 designated partners. All existing partners of the firm must become partners in the LLP for tax-neutral conversion.
DPIN (Designated Partner Identification Number) is a unique number issued to individuals who wish to become designated partners in an LLP.
GST registration needs to be amended to reflect the LLP name and structure. The GSTIN remains the same with updated details.
Changing profit sharing ratio within 5 years that is prejudicial to tax revenue may trigger capital gains tax retrospectively.
LLPs must file Form 11 (Annual Return) by May 30 and Form 8 (Statement of Accounts) by October 30 each year, plus ITR filing.
Audit is mandatory if contribution exceeds ₹25 lakhs or annual turnover exceeds ₹40 lakhs.
No, only a registered partnership firm can be converted to LLP under Section 56. Unregistered firms must first get registered.
Form 17 is the application form for conversion of a firm into LLP, filed with the Registrar of Companies along with other required documents.
Withdrawing capital or reducing partner's capital account within 5 years may trigger tax implications. Careful planning is required.
All pending tax assessments and proceedings against the firm continue against the LLP as the legal successor.
