Converting an LLP to a limited company

There is no formal legal route for converting a limited liability partnership (LLP) into a limited company. There are various ways of converting some types of legal entity into others, e.g., a company into a community benefit society. These types of conversion mean that the legal entity continues to exist, but in a different form, often registered with a different regulator; in particular, the entity still has the same debts and contractual relationships with other parties as it had before conversion.

This just is not possible for LLPs: a company is simply too different from a partnership. Therefore a de facto conversion must be effected by creating a separate company, and then transferring the existing partnership's assets, debts and contracts to it; this may require consent of third parties, and may give rise to odd tax liabilities.

TBD:

• capital gains tax
• partnership agreement / share transfers
• types of shares