Easy Business Conversion

Convert Proprietorship
to LLP.

Converting a sole proprietorship to a Limited Liability Partnership (LLP) offers numerous advantages, including limited liability, better credibility, and structured business operations.

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BUSINESS CONVERSION

What is Conversion Of Sole Proprietor To LLP Conversion?

A structured legal transition that upgrades a sole proprietorship into a Limited Liability Partnership, ensuring protection, credibility, and scalability.

Understanding the Conversion

A proprietorship has no separate legal identity, meaning the owner is personally responsible for all debts, liabilities, and legal obligations. As businesses grow, this structure becomes risky and restrictive.

Converting into a Limited Liability Partnership (LLP) registers the business under the LLP Act, 2008, transferring all assets, liabilities, contracts, and operations into a newly formed legal entity with perpetual succession.

This conversion preserves operational flexibility while introducing shared ownership, structured governance, and limited liability, making it ideal for growing enterprises.

Proprietorship to LLP Conversion Overview

Why Convert a Proprietorship into an LLP?

LLPs provide a future-ready foundation for credibility, funding, compliance efficiency, and long-term business growth.

Enhanced Legal Recognition

Registered with the Ministry of Corporate Affairs (MCA), LLPs command greater trust from clients, banks, and regulators.

Business Expansion Capability

Allows multiple partners, skill pooling, and collaborative decision-making for faster growth.

Limited Liability Protection

Personal assets of partners remain protected from business risks and liabilities.

Simplified Compliance Structure

LLPs have fewer compliance obligations compared to private limited companies.

Ideal for Professionals & Startups

Preferred by consultants, IT firms, service providers, and early-stage startups.

Improved Funding & Banking Access

Banks and investors view LLPs as more credible than proprietorships.

Proprietorship vs LLP

Choosing the right business structure is crucial. Below is a detailed comparison between Proprietorship and Limited Liability Partnership (LLP) based on key business factors.

Factor Proprietorship LLP (Limited Liability Partnership)
Legal Status Not a separate legal entity; the owner and business are the same. Separate legal entity registered under the LLP Act, 2008.
Liability Unlimited liability — personal assets are at risk. Limited liability protects partners’ personal assets.
Compliance Requirements Minimal compliance; GST registration only if applicable. MCA registration, LLP agreement & annual filings (simpler than Pvt Ltd).
Taxation Taxed as per individual income tax slab rates. Flat 30% tax rate; no Dividend Distribution Tax (DDT).
Fundraising & Investment Limited funding options; less preferred by banks & investors. Easier access to bank loans, investors & venture capital.
Business Continuity Ends with owner’s death or closure decision. Perpetual succession even if partners change.
Ownership & Management Owned and controlled by a single individual. Managed by two or more partners as per LLP agreement.
Best Suited For Freelancers, small traders & solo entrepreneurs. Growing businesses, startups & professional firms.

Eligibility & Requirements

Who Can Convert?

  • Legally Registered: Proprietorships with valid GST/License.
  • Financially Stable: No outstanding debts or with creditor approval.
  • Two+ Partners: Must add at least one partner for LLP.
  • Permitted Industries: Most sectors except Banking/Finance.

Legal Conditions

  • Unique Name: LLP Name approved by MCA.
  • DSC & DIN: Mandatory for all designated partners.
  • LLP Agreement: Filed within 30 days of incorporation.
  • Asset Transfer: Formal transfer of assets/liabilities.

Documents Required for Conversion Of Sole Proprietor To LLP

Ensure a smooth and legally compliant conversion with the following essential documents.

PAN Card of Proprietor

Identity & tax registration proof

Aadhaar Card

Required for DSC & DIN

Registered Office Proof

Utility bill / rent agreement

NOC from Property Owner

If premises is rented

Digital Signature Certificate

Mandatory for MCA filings

Director Identification Number

For designated partners

LLP Agreement

Ownership & management structure

Assets & Liabilities Statement

Financial position before conversion

Form 17

Application for conversion

Form FiLLiP

LLP incorporation form

Form 3

LLP agreement submission

STEP-BY-STEP

Process for Conversion Of Sole Proprietor To LLP

A structured process to convert a proprietorship business into a Limited Liability Partnership (LLP)

1

Obtain DSC & DIN

Designated partners must obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN) to file LLP forms with the MCA.

2

Obtain Name Approval from MCA

Apply for name reservation through RUN-LLP ensuring the proposed LLP name complies with MCA naming guidelines.

3

Draft LLP Agreement

Prepare the LLP Agreement defining partner roles, capital contribution, profit-sharing ratio, and management rules.

4

File FiLLiP Incorporation Form

Submit the FiLLiP form with partner details, registered office address, capital contribution, and supporting documents.

5

Receive Certificate of Incorporation

Upon verification, MCA issues the Certificate of Incorporation along with the LLP Identification Number (LLPIN).

6

Apply for PAN, TAN & GST

Obtain new PAN and TAN for the LLP and update or apply for GST registration if applicable.

Close Proprietorship & Transfer Business

Close proprietorship accounts and transfer assets, liabilities, licenses, and operations to the newly formed LLP.

ONGOING OBLIGATIONS

Compliance & Post-Conversion Requirements

After converting a Proprietorship into an LLP, consistent legal, tax, and operational compliance is mandatory to maintain active status and avoid penalties.

01

Annual Filings & MCA Compliance

LLPs must comply with MCA regulations by filing Form 8 (Statement of Accounts & Solvency) and Form 11 (Annual Return) every year. LLPs with turnover exceeding ₹40 lakh or capital contribution above ₹25 lakh are required to undergo a statutory audit.

Why it matters: Regular compliance protects the LLP from penalties, notices, and disqualification while preserving business credibility.

Annual Filings & MCA Compliance
02

Taxation & Financial Reporting

LLPs are taxed as separate legal entities and must file ITR-5 annually. Tax audits become mandatory if turnover exceeds ₹1 crore. GST-registered LLPs must comply with periodic return filing based on their registration category.

Why it matters: Regular compliance protects the LLP from penalties, notices, and disqualification while preserving business credibility.

Taxation & Financial Reporting
03

Banking & Business Operations

All bank accounts, contracts, licenses, vendor agreements, and statutory registrations must be updated in the LLP’s name. Proprietorship accounts should be closed and stakeholders formally notified to ensure uninterrupted operations.

Why it matters: Regular compliance protects the LLP from penalties, notices, and disqualification while preserving business credibility.

Banking & Business Operations

Why Choose Us for LLP Registration?

Trusted expertise, transparent pricing, and complete compliance support

1

Expert Consultation & Hassle-Free Process

Our professionals guide you through name approval, documentation, and MCA compliance, ensuring a smooth and stress-free LLP registration journey.

2

End-to-End Documentation & Compliance

From MCA filings to LLP agreements and statutory compliance, we handle everything accurately while keeping you informed at every step.

3

Affordable Pricing & 24/7 Support

Enjoy transparent pricing with no hidden charges and round-the-clock assistance for queries, updates, and post-registration support.

Frequently Asked Questions