Limited Partnership
to Company Conversion
A limited partnership may be converted into a limited company through the statutory conversion process. This involves partner consent, required notices, creditor procedures and registration with the Department of Business Development. The applicable requirements and fees should be confirmed for the specific case.
Content reviewed by Surapa Jamjang, Certified Public Accountant (CPA)
Last reviewed November 2026
Over 30 Years of Experience
More Than 700 Clients Served
Service fee starting at 35,000 baht
(excluding government fees)
No need to close the limited partnership;
assets, contracts and debts pass to the company
Many growing limited partnerships face a similar challenge: major business partners wish to contract with a limited company, and the managing partner no longer wishes to remain liable without limit for the debts of the business. Closing the partnership and establishing a new company requires liquidation, together with the transfer of assets and contracts item by item, whereas conversion allows the existing business to continue. Greenpro KSP handles the conversion of partnerships into limited companies at every stage, from preparing the partners’ consent memorandum, notifying the registrar, publishing the notice and notifying creditors, and convening the partners’ meeting, through to registering with the Department of Business Development (DBD) and notifying the Revenue Department of the changes.
What Is Converting a Limited Partnership into a Company, and Who Should Do It?
A limited partnership or a registered ordinary partnership may be converted into a limited company when all the partners consent. Once the registrar accepts the conversion registration, the original partnership ceases to exist and the company assumes all of the partnership’s assets, debts, rights and liabilities, so that the business can continue without transferring the assets item by item.
Why Limited Partnerships Convert into Companies
- Limiting the owners' liability: the managing partner of a limited partnership is liable for the partnership's debts without limit, whereas a company's shareholders are liable only up to the unpaid amount on their shares
- Some business partners or clients require the contracting party to be a limited company
- Co-investors can be admitted more easily, because capital may be increased or shares transferred under company procedures
Before deciding, you should be aware that a limited company has certain duties in addition to those of a limited partnership, such as holding an annual general meeting of shareholders and filing a list of shareholders (Form B.O.J.5) every year. Read more about whether a limited partnership pays tax differently from a company.
Conversion vs. Closing the Limited Partnership and Opening a New Company: How Do They Differ?
| Converting the Limited Partnership into a Company | Closing the Limited Partnership and Registering a New Company | |
|---|---|---|
|
Assets, contracts and debts |
Pass to the company by operation of law, in full and in a single step |
The original partnership must be liquidated, and the assets then sold or transferred to the new company item by item |
|
Tax on the transfer of assets |
The Revenue Department has ruled that it is neither a dissolution nor a sale, and therefore no income tax, withholding tax, specific business tax (SBT) or stamp duty is payable on the change of name on title deeds |
The dissolved partnership must value its assets at market price, and the sale or transfer of the assets to the new company is taxed according to the type of asset |
|
Name, capital and shareholders |
Must be identical to those of the original limited partnership; may be changed after the conversion |
May be determined afresh from the outset |
What Must Remain the Same as the Original Limited Partnership During Conversion
The following particulars of the converted company must match those registered by the partnership. If you wish to change any of them, register the change once the conversion has been completed.
- Name: use the partnership's existing name
- Objectives: as registered by the partnership
- Capital: the company's share capital equals the combined contributions of all the partners
- Shareholders and shareholding proportions: all the partners become shareholders in proportion to their original contributions
- Head office location: the partnership's existing location
The Limited Partnership's Existing Debts After Conversion
The company assumes all of the partnership’s debts; however, if the company is unable to pay the debts assumed from the partnership, creditors may still hold the former partners liable to the extent of the liability they had while it was a partnership. The shareholders’ limited liability therefore applies to debts incurred by the company after the conversion.
Steps, Documents and Timeline for Converting a Partnership into a Limited Company
1.
All the partners execute a memorandum of agreement consenting to the conversion into a limited company
2.
The managing partner notifies the registrar of the consent in writing, together with a copy of the memorandum of agreement
Statutory deadline: Within 14 days of the date on which all the partners consent
3.
Publish a notice in a local newspaper on at least 1 occasion and send notices to the partnership’s creditors. If any creditor objects, the debt must first be paid or security provided
Statutory deadline: Wait 30 days from the date of the newspaper notice or the notice to creditors (counted from whichever was done later)
4.
The managing partner convenes a meeting of all the partners to prepare the Memorandum of Association; to determine the capital and the number of shares of each person, the paid-up amount per share (no less than 25%) and the classes of shares; and to appoint the directors and auditor
Statutory deadline: After 30 days have passed with no objections
5.
The former managing partner hands over the partnership’s business, assets, accounts and documents to the company’s directors
Statutory deadline: Within 14 days of the conclusion of the partners’ meeting
6.
If less than 25% of the share value has been paid, or assets contributed as capital have not yet been transferred, the directors notify the partners to complete the payment or transfer
Statutory deadline: Within 30 days of receiving the notice
7.
The directors file the conversion registration with the Department of Business Development. Once the registration is accepted, the original partnership ceases to exist
Statutory deadline: Within 14 days of completing step 6
8.
Notify the Revenue Department, the Social Security Office (SSO), banks and business partners of the new name and registration number
Statutory deadline: VAT within 15 days · social security by the 15th of the following month
The total time required is generally approximately 3 months, which already includes the statutory 30-day waiting period for creditor objections.
Documents used to register the conversion
- Registration application (Form B.O.J.1) and the limited company registration certification form
- Memorandum of Association (Form B.O.J.2, page 1 only) with 200 baht stamp duty affixed, registration particulars (Form B.O.J.3), Form W. (objectives) and Form K. (directors' details)
- List of shareholders (Form B.O.J.5) and Form S.S.Ch.1 (National Statistical Office data form)
- List of the partners attending the meeting, with their signatures, and the minutes of the partners' meeting giving consent to and carrying out the conversion
- The newspaper in which the notice was published (the page showing the newspaper's name and date), a copy of the notice to creditors, and a letter confirming that there are no creditors or that the creditors did not object
- Evidence of payment for shares or transfer of assets (if any), and a letter confirming receipt of the partnership's business, assets, accounts and documents
- Articles of Association with 200 baht stamp duty affixed (if any), a map of the head office, copies of the ID cards of all the directors, and a power of attorney (if any)
Registration is filed online with the Department of Business Development via the DBD Biz Regist system
Who Must Be Notified After the Conversion?
The converted company receives a new 13-digit juristic person registration number, which also serves as its taxpayer identification number. All agencies and business partners must therefore be notified.
- Revenue Department: if VAT-registered, file Form P.P.09 (VAT registration change) to report the new name and registration number within 15 days of the date of the change. Tax invoices issued after the notification must bear the new name and taxpayer identification number
- Social Security Office: notify the change in employer information by the 15th of the month following the month of the change
- Banks, business partners and service providers: amend the name on bank accounts, contracts, and rent, water and electricity bills, and request that suppliers issue tax invoices in the new name so that input tax can be claimed
- Licences: verify whether licences issued in the partnership's name require notification of the name change or a new application under the law governing each licence
Service Fees and Government Fees for Converting a Limited Partnership into a Limited Company
The service fee for converting a partnership into a limited company starts at 35,000 baht, excluding government fees. The fee depends on the number of partners, the number of creditors to be notified, the payment for shares or transfer of assets, and the post-conversion notifications of changes.
Excluding government fees
| Government Fees | Rate | When Paid |
|---|---|---|
|
Registration of the conversion of a partnership into a limited company |
5,000 baht (flat rate, regardless of capital) |
When filing the conversion registration |
|
Stamp duty on the Memorandum of Association |
200 baht |
When filing the conversion registration |
|
Stamp duty on the Articles of Association (if any) |
200 baht |
When filing the conversion registration |
|
Minimum total (no Articles of Association) |
5,200 baht (5,000 + 200) |
When filing the conversion registration |
In addition, there are fees of 40 baht per item for the company affidavit, 100 baht per copy for the registration certificate (if requested), and newspaper notice charges at each newspaper’s own rates.
Case Example: A Limited Partnership Whose Sales Grew to the Point That a Major Business Partner Wished to Contract with a Limited Company
A limited partnership’s sales had grown to the point that a major business partner wished to contract with a limited company, and the managing partner did not wish to bear unlimited liability for debts incurred from that point onward.
We chose conversion instead of closing the partnership and establishing a new company, obtained the consent of all the partners, notified creditors so that they could object within 30 days, and registered the conversion with the Department of Business Development.
The company assumed all the partnership’s rights and debts, and the existing business continued without interruption.
Frequently Asked Questions About Converting a Partnership into a Limited Company
Do I have to close the limited partnership before converting it into a company?
No. Conversion changes the partnership directly into a limited company. Once it is registered, the original partnership ceases to exist and the company assumes all of the partnership’s assets, debts, rights and liabilities. It is not necessary to register the dissolution or to liquidate the partnership.
Can a partnership with 2 partners be converted into a company?
Yes. A partnership with 2 or more partners may be converted, because a limited company can now be formed with 2 shareholders; there is therefore no need to find additional partners first. The key condition is the consent of all the partners.
Can I change the name, increase the capital or change the shareholding proportions at the same time as the conversion?
No. At the time of conversion, the name, objectives, capital, shareholders and shareholding proportions, and office location must be the same as those registered by the partnership. The company’s capital equals the combined contributions of all the partners. If you wish to change any of them, register the change once the conversion has been completed.
Does conversion require a newspaper notice?
Yes. The partnership must publish a notice in a local newspaper on at least 1 occasion and send notices to its creditors, then wait 30 days from whichever was done later. If any creditor objects, the debt must be paid or security provided before the conversion may proceed.
How long does conversion take?
In general, approximately 3 months. The only period fixed by law is the 30-day wait for creditor objections; the remainder depends on the partners’ readiness, the payment for shares and the documents.
Do the registration number and taxpayer number change after conversion?
Yes. The converted company receives a new juristic person registration number, which also serves as its taxpayer identification number. If the partnership is VAT-registered, it must file Form P.P.09 to notify the Revenue Department within 15 days, and must inform business partners so that they issue tax invoices in the new name and number.
Is tax payable on conversion?
The Revenue Department has ruled that conversion is neither a dissolution nor a sale; therefore, the assets passing to the company are not subject to corporate income tax or withholding tax, and the change of the landowner’s name on the title from the partnership to the company is not subject to specific business tax or stamp duty. The conversion registration fee of 5,000 baht remains payable.
Who is liable for the limited partnership's existing debts?
The company assumes all of the partnership’s debts. If the company is unable to pay the debts assumed from the partnership, creditors may claim against the former partners to the extent of the liability they had while it was a partnership. For debts incurred after the conversion, shareholders are liable only up to the unpaid amount on their shares.
Related Services
Send Us Your Partnership Affidavit for a Free Conversion Eligibility Review
Attach the partnership’s affidavit, or inform us of the number of partners, the capital, and whether the partnership is VAT-registered or holds any licences. Our registration team will reply with what you need to prepare, the time required and the estimated service fee.
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