Converting a Partnership to a LLP or Limited Company

There are a number of reasons why partners in an unincorporated partnership may wish to convert to a limited liability partnership (LLP) or a limited company. For unincorporated partnerships, limited liability is an attractive benefit that partners can use to protect their personal assets. Succession planning is also a consideration, along with potential tax benefits.

Certain matters need to be addressed when converting a partnership to a LLP or a limited company. Birkett Long can guide you through the process, making the conversion a smooth one.

We can help advise you with:

  • Formation of the company or LLP
  • advice on the transition from being a partner to being a director, including guidance on statutory and fiduciary duties to the company
  •  preparation of service agreements for directors
  • drafting a shareholders’ agreement that reflects features of any  partnership agreement in place and includes key provisions relating to dispute resolution and exit strategy
  • advice on share capital and the ability to use it to provide different rights to partner shareholders
  • advice on minority shareholder protection to be incorporate in the company’s Articles of Association or in a shareholders’ agreement, depending on your particular circumstances
  • Guidance on the application of the TUPE regulations 
  • Assignment of any lease in place
  • Transferring the assets, intellectual property and any land or property of the partnership to the company or LLP
  • Novation agreements and assignments to transfer partnership contracts.

We have significant experience in assisting clients with conversions from a partnership to a limited company structure. Our dedicated teams of solicitors offer practical, straightforward and client specific advice on partnership law, corporate and commercial law, employment and property law. Despite the range of legal areas involved, you will always have one main contact to guide you through the process and keep you up to date with the progress of the conversion at every stage.


For more information on any of the information above, give one of the team a call.


Staff re-order for converting a partnership

  • Tim Field
  • David Wisbey
  • Tracey Dickens
  • Thomas Emmett