Conversion: partnership to LLP

Partnership to limited liability partnership (LLP)

When an established partnership business is incorporated by turning it into an LLP, the proper procedure is for the new LLP to be registered, a date chosen for the transfer of the business, and then for the partners to enter into a contract with the LLP for all (or some) of the assets of the business to be transferred to it. The partners will then have limited liability in respect of all transactions that take place after the date of the transfer, but will remain personally liable for any debts incurred as partners before the date of the transfer.

The LLP should have an appropriate limited liability partnership agreement. We can provide a standard LLP agreement or a tailor-made agreement, drafted to meet the requirements of this particular LLP. If there is an existing partnership agreement, we can provide a new LLP agreement that reflects its terms.

From an accounting point of view the most convenient date for the transfer will usually be at the end of the financial year of the existing business so that accounts can be drawn up for whole years. The partnership accountant should be consulted on this matter.

An alternative way of obtaining limited liability would be to convert the partnership to a limited company (usually a company limited by shares).

Our service
The Company Law Solutions service will include:

  • guidance as to the applicable procedures and requirements
  • registration of the new LLP
  • drawing up the contract
  • all procedures for the contract to be approved
  • our straightforward, step by step guide to completing the procedures
  • checking by us when the documents are completed (if required)

Most conversions of this type will be covered by our benchmark price for this service. Please see our prices guide. The registration of the company will include our standard articles of association. If any special requirements are provided there may be additional costs, which will be advised once detailed instructions are received..