• Property mutation

I have recently converted my pvt ltd company to an LLP. The only asset owned by the erstwhile company is house property in Telangana. 

All requirements for the conversion not to be viewed as a transfer were met. 

It is planned to sell this house asset in a few years time. 

With this mind, the query is whether it is mandatory / advisable to undertake property mutation in the company’s name to the LLP’s name along with utility bills such as water bill, EB, etc,. 

One camp suggests not mutating presently as not doing so keeps title documents such as sale deed (purchased in pvt ltd name) and others in line with the current property tax receipt name (also in pvt ltd name). These documents alongside the ROC’s conversion certificate (from pvt ltd to LLP) may be sufficient proof to effect mutation undertaken by the Purchaser. 

Others advise mutating now so there are no issues raised by the Purchaser in future due to difficulties faced in mutating the property tax name by the Purchaser due to mismatch between the LLP name (the Vendor) and that of the prop tax receipt (which will be in company’s name if not mutated). 

Hope to hear from you as to the optimal course to take.
Asked 17 days ago in Property Law
Religion: Other

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7 Answers

It is advisable to carry out mutation 

2) Mutation legally updates the revenue records to reflect the new owner (LLP), even though it doesn't transfer the title itself. The conversion certificate proves the ownership transfer to the LLP.

3) Without mutation, selling the property in the future will be complicated as prospective buyers will demand clear property tax records in the LLP's name.

 

 

Ajay Sethi
Advocate, Mumbai
99754 Answers
8141 Consultations

Dear client, since your Pvt Ltd has been lawfully converted into an LLP and the property has vested in the LLP by operation of law without constituting a “transfer,” it is legally permissible to rely on the ROC Conversion Certificate, the original sale deed (in the company’s name), and the statutory vesting under Section 58(4) of the LLP Act to prove title; however, from a practical and transactional standpoint, especially in Telangana where local authorities and future purchasers often insist on clean and updated revenue records, it is generally advisable to complete the mutation now, as it aligns all property-related records (property tax, electricity, water) with the current legal owner (the LLP), reduces future due-diligence hurdles for potential buyers, avoids last-minute delays during sale, and prevents purchasers from negotiating discounts or insisting on indemnities due to mismatch in records; therefore, while not mandatory in strict law, from a commercial and risk-management angle, mutating the property into the LLP’s name now is the optimal and smoother course of action. I hope this answer helps. For any more queries, do not hesitate to contact us.

 

 

Anik Miu
Advocate, Bangalore
11006 Answers
125 Consultations

Yes if you want to sell it’s necessary to do mutation 

Prashant Nayak
Advocate, Mumbai
34494 Answers
248 Consultations

Your situation is common after a Section 18 conversion of a Private Limited Company into an LLP under the Companies Act and LLP Act. Since the conversion is recognized as a succession of the company by the LLP, not a transfer, the title to immovable property automatically vests in the LLP by operation of law.

The core question is whether you should mutate the Telangana house property now or wait until sale.

Practically and legally, mutating now is strongly advisable, for the following reasons:

Even though the ROC conversion certificate legally proves that all assets and liabilities of the company now vest in the LLP, municipal authorities, electricity boards, water departments, and prospective buyers always look for updated revenue records that reflect the current owner.

Buyers, banks, and their legal teams commonly raise objections when there is a mismatch between:
• the vendor name in the sale deed (historic name: Pvt Ltd),
• the vendor name in the current tax/mutation records (still Pvt Ltd),
• and the executing vendor entity (LLP).

Even with the conversion certificate in hand, buyers may insist on mutation before registration because:
• Many banks will not approve a loan unless mutation matches the seller’s entity name.
• Sub-registrars may ask for mutated property tax receipts showing the seller’s name.
• Buyers often fear title defects, even if legally there are none.

If mutation is done now, you avoid disputes, delays, and price negotiations in the future.

If mutation is delayed until the time of sale, the time pressure will shift to you, not the buyer. Municipal mutation in Telangana can often take several months, sometimes longer if there is any procedural resistance. A buyer with a bank loan may insist that mutation be completed before executing the sale deed.

Not mutating now may lead to the purchaser attempting to mutate directly from the Pvt Ltd to the LLP. Municipal offices typically reject this because they expect mutation to follow the sequence of ownership. They will ask for:
• the conversion certificate,
• board resolutions,
• ROC filings,
• LLP agreement,
• and multiple supporting documents.

This slows down the sale and may make the buyer lose interest or demand a price deduction.

Mutation does not affect ownership—title already vests in the LLP. Mutation is only for revenue and municipal purposes. Doing it now creates clean and aligned records across:
• the sale deed (historic),
• the ROC conversion certificate,
• the current property tax card,
• electricity/water bills,
• and future buyer documentation.

This positions the property for smooth sale and full market valuation.

Kindly do this sequence:

• Apply for mutation from Pvt Ltd → LLP with GHMC/Municipal office using:
– Form for transfer/successor mutation,
– ROC conversion certificate,
– LLP incorporation certificate,
– LLP agreement,
– Board resolution / LLP partner resolution confirming vesting,
– Previous property tax receipts,
– Original sale deed.

• After mutation is approved, update:
– Electricity bill,
– Water connection,
– GHMC/municipal online portal.

• At the time of sale, buyer will have no legal objections.

Your sale deed will still remain in the Pvt Ltd name because the law does not require a new deed after conversion. The ROC conversion certificate bridges that historical name with the new LLP name. Municipal mutation simply aligns revenue records to the current legal owner.

You do not need to execute any “transfer deed” or stamp duty document because conversion under Section 18 is already recognized as not a transfer.

Yuganshu Sharma
Advocate, Delhi
944 Answers
2 Consultations

- Mutation of property is for updating the revenue or municipal records to reflect a change in property ownership.

- However, it is not a title document, and further in the absence of a registered sale deed it cannot be used for claiming ownership. 

Since, the said property is registered in the name of the Company , then it is not mandatory to do mutation 

Mohammed Shahzad
Advocate, Delhi
15796 Answers
242 Consultations

In your case of conversion from a private limited company to an LLP, where the house property asset is vested in the LLP by operation of law, it is advisable to undertake the property mutation to the LLP's name even though the conversion certificate and ROC records exist.

Reasons to Mutate Property in LLP's Name

  • Mutation updates the municipal/revenue records formally in the new owner's (LLP) name, which aligns property tax receipts and utilities with the actual legal owner.

  • Mutation prevents future complications in property tax clearance or title verification during the eventual sale of the property.

  • Mutation ensures the purchaser will not face difficulties or delays due to mismatch in vendor identity versus property tax/utility records.

  • Mutation is a standard administrative process in Telangana for updating ownership after property transfer (even by vesting on conversion).

Consequences of Not Mutating

  • Title documents like the sale deed remain in the Pvt Ltd name, but utility bills, property tax receipts will also remain in that name, potentially raising doubts or requiring additional documentation from the vendor during sale.

  • The purchaser may face issues in effecting their own mutation when they buy the property if the transferor's name does not match municipal records.

Practical Conclusion



While the company to LLP conversion legally transfers ownership automatically, mutation is a necessary step to reflect this change in local property tax and municipal records. It is thus advisable to undertake mutation now for clean ownership records, avoid disputes, and facilitate smooth sale in future.

This approach aligns with Telangana mutation procedures, which require submission of ownership documents and approval by revenue authorities after verification. Keeping mutation up-to-date is a preferred good practice when ownership changes, even by statutory conversion.

Shubham Goyal
Advocate, Delhi
2054 Answers
14 Consultations

The title to the property already vests on the LLP, hence a fresh conveyance deed is not necessary.  Though mutation is not a title document but it is a revenue document which means an administration requirement for establishing the title besides the original title deed. 

Though the property has already vested in LLP by operation of section 58(4) of LLP Act, the mutation is highly recommended  because the purchasers may expect the revenue records including the tax and utility records to reflect the current owner.  Banks or NBFCs or any other private lender  financing the buyer would insist on mutated municipal records. Telangana Municipal bodies will ask for LLP incorporation/conversion documents hence muating now is easier than during a sale in the future. 

You may keep the original document as is and do not create a new sale deed.  You can simply annotate municipality / utility records with LLP's name using the conversion documents. 

Therefore, in your interest it is recommended you may mutate the property records and all utility bills to the LLP name now.
Keep a file containing:
Original Sale Deed (in company’s name)
ROC Conversion Certificate
LLP Agreement
Form 18 / Form 14
Property tax mutation order.

This will protect your future interests too.

T Kalaiselvan
Advocate, Vellore
89957 Answers
2490 Consultations

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