Conversion of a Firm into a Limited Liability Partnership under Section 55 and the Second Schedule of the LLP Act, 2008
Move a Bengaluru partnership firm, with its business, assets, contracts and staff, into a limited liability partnership registered with ROC Bangalore, then close the firm's file with the Registrar of Firms, Karnataka within 15 days. Professional fee from Rs 8,499, excluding GST, MCA fees and Karnataka stamp duty.
| Item | Position for a Bengaluru firm |
|---|---|
| Governing law | Section 55 and the Second Schedule, Limited Liability Partnership Act, 2008 |
| Forms | FiLLiP (incorporation) with Form 17 (conversion) linked, filed together |
| Registrar for the new LLP | ROC Bangalore, which covers the whole State of Karnataka |
| Old registry to inform | Registrar of Firms, Karnataka, where the firm was registered |
| Intimation to the Registrar of Firms | Form 14, within 15 days of the conversion being registered |
| LLP agreement | Form 3 within 30 days; stamped under the Karnataka Stamp Act, 1957 |
| Partners | All partners of the firm, and no one else |
| Typical time | 15 - 25 working days with documents ready |
A Bengaluru partnership firm sits with the Registrar of Firms, Karnataka under the Indian Partnership Act, 1932. An LLP sits with the Registrar of Companies under the LLP Act, 2008. Conversion moves the business from the first registry to the second, and both have to be dealt with. Most delays we see come from treating the job as finished once ROC Bangalore issues the certificate.
The MCA side is fully online: FiLLiP with Form 17 linked, filed on the MCA portal and decided by the Registrar for Karnataka. The state side is not. Within 15 days of the conversion being registered, the LLP must inform the Registrar of Firms with whom the firm was registered, using Form 14, which the MCA prescribes for submission to the Registrar of Firms rather than online filing. That intimation is what allows the Karnataka registry to close the firm's entry.
An unregistered firm can also convert. Partnership registration is optional in Karnataka as elsewhere, and the LLP Act applies to any firm within Section 4 of the Partnership Act. In that case there is no state entry to close, though the deed and the firm's tax records still have to support the conversion.
Conversion suits a firm whose partners want to keep running the same business together but stop carrying unlimited personal liability for its future debts. In Bengaluru that is often a trading firm in the city's wholesale markets, a contractor or engineering firm taking on larger work, a family-run manufacturing unit, or a professional services firm whose clients now prefer to contract with a body corporate.
It does not suit a firm where one partner is leaving and a new investor is joining at the same moment. The Second Schedule requires the LLP's partners on conversion to be exactly the firm's partners. Changes are made in the firm before conversion, or in the LLP afterwards through Form 4 and an amended agreement.
If you would rather start a fresh entity and wind the firm down separately, see LLP registration in Bangalore. If you are still at the firm stage, see partnership firm registration in Bangalore. The national rules are on our conversion of partnership firm to LLP page and in the guide to how to convert a partnership firm to LLP.
| Stage | Authority | Notes for Bengaluru |
|---|---|---|
| DSCs and name | MCA portal | Name reserved inside FiLLiP, or earlier through RUN-LLP |
| Incorporation and conversion | ROC Bangalore | FiLLiP with Form 17 linked; LLPIN, PAN and TAN allotted |
| Closing the firm's entry | Registrar of Firms, Karnataka | Form 14 within 15 days of registration |
| LLP agreement stamping | Department of Stamps and Registration, Karnataka | Duty under the Karnataka Stamp Act, 1957, for LLP instruments |
| LLP agreement filing | ROC Bangalore | Form 3 within 30 days of incorporation |
| GST | GST portal | New registration in the LLP's PAN; the firm's registration is cancelled |
| Regional Director matters | RD South-Western Region, Bengaluru | From 16 February 2026 |
Karnataka has a single Registrar of Companies whose jurisdiction is the whole state, so a firm converting in Mysuru or Belagavi files with the same ROC as one in Chickpet. The Ministry's February 2026 restructuring set up a Regional Directorate for the South-Western Region at Bengaluru but left ROC Bangalore's jurisdiction unchanged.
The partners named in FiLLiP must match the firm's latest deed exactly. Where a Bengaluru firm has had informal changes, such as a partner who stopped attending years ago, the deed is brought up to date first and, if the firm is registered, the change is reported to the Registrar of Firms.
We prepare the firm's balance sheet to the chosen conversion date and certify the statement of assets and liabilities. The LLP's total contribution is fixed so that it does not exceed the firm's capital shown there.
All partners sign their consent. Where the firm has secured borrowings from a Bengaluru bank, we request the bank's consent letter early, because that is usually the slowest document.
FiLLiP is filed with conversion of a firm selected and Form 17 linked, certified by a practising CA, CS or Cost Accountant. ROC Bangalore registers the conversion and issues the certificate with LLPIN, PAN and TAN.
Within 15 days, the intimation goes to the Registrar of Firms with whom the firm was registered. We prepare it, with the certificate of registration attached, and keep the acknowledgement on file.
The LLP agreement is stamped under Karnataka law and filed in Form 3 within 30 days. Bank accounts, GST, licences, property records and letterheads are moved across in a planned sequence.
| Stage | Indicative time | Depends on |
|---|---|---|
| Deed review and books closed to conversion date | 3 - 5 working days | State of the firm's accounts |
| DSCs, consents and CA certificate | 3 - 5 working days | Secured creditor's consent |
| FiLLiP with Form 17 to certificate | 7 - 12 working days | ROC Bangalore processing and any resubmission |
| Form 14 to the Registrar of Firms | Within 15 days of registration | Statutory limit |
| LLP agreement and Form 3 | Within 30 days of incorporation | Statutory limit |
Fifteen to twenty-five working days from complete documents to certificate is realistic. The post-conversion work, from GST to property records, runs for several weeks after that, and the LLP must show its conversion on correspondence for 12 months.
| Head | Position |
|---|---|
| FiLLiP and Form 17 | MCA fees by contribution under Annexure A of the LLP Rules, 2009, shown on the portal |
| DSCs | At actuals |
| LLP agreement | Stamp duty under the Karnataka Stamp Act, 1957, at the rate for LLP instruments, linked to the contribution |
| Form 3 | MCA fee by contribution |
| Immovable property of the firm | Assessed separately under Karnataka law; no rate is assumed |
Because the LLP agreement's stamp duty in Karnataka is tied to the contribution stated in it, the contribution figure in FiLLiP is a stamp-duty decision as well as a legal one. We set it from the certified statement, not from a round number.
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 8,499 | Eligibility check, name, FiLLiP with linked Form 17 for up to 3 partners, consents and CA-certified statement of assets and liabilities |
| Complete | On quote | Essential plus LLP agreement and Form 3, Form 14 to the Registrar of Firms, Karnataka, secured-creditor consents and GST transition |
| Conversion + first year | On quote | Complete plus closing accounts of the firm, LLP opening balance sheet, licence updates and the first Form 11 and Form 8 |
All plans exclude GST. MCA fees, DSCs and Karnataka stamp duty are paid at actuals and shown separately on your invoice. Firms with more partners, secured loans, regulatory licences or immovable property are quoted on scope.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
| Item | Effect | Action in Bengaluru |
|---|---|---|
| Assets, rights and liabilities | Vest in the LLP by law | Opening balance sheet of the LLP from the certified statement |
| The firm | Deemed dissolved | Form 14 to the Registrar of Firms, Karnataka |
| Land and buildings | Vest in the LLP | Intimate the authorities that keep the records, such as the Sub-Registrar and the municipal khata |
| Contracts and employees | Continue with the LLP | Notify customers, suppliers and the EPF and ESI authorities of the new name |
| Pending proceedings | Continue by or against the LLP | Update the cause title where needed |
| Licences | Move to the LLP, subject to the law under which issued | Check each licence, including trade licence and Udyam |
| Old debts | Partners stay personally liable with the LLP | Liabilities incurred before conversion |
For 12 months, starting not later than 14 days after registration, every official letter, invoice and email of the LLP must say that it was converted from the firm, with the firm's name and registration number. For a Bengaluru firm, that registration number is the one issued by the Registrar of Firms, Karnataka.
An LLP is taxed as a firm under the income-tax law, so the rate does not change. Whether the transfer of the firm's assets on conversion triggers capital gains is a separate question. The capital-gains exemption written specifically for conversions into an LLP is for companies converting, not firms, so a firm's conversion is assessed on its facts: whether assets are revalued, whether profit-sharing changes, and whether anything is paid to partners. We review that with you before filing, rather than describe the conversion as automatically tax-free.
GST registration is tied to PAN, and the LLP has a new one. The LLP therefore takes its own registration in Karnataka, the business and unused input tax credit are transferred through the GST portal, and the firm's registration is cancelled. Planning this to the conversion date avoids a gap in which invoices are raised under the wrong GSTIN.
| Stay a firm | Convert to LLP | Form a private limited company | |
|---|---|---|---|
| Registered with | Registrar of Firms, Karnataka | ROC Bangalore | ROC Bangalore, incorporated through the CRC |
| Liability | Unlimited | Limited, except for old firm debts | Limited |
| Continuity of business | Unchanged | Transfers by law | Business has to be transferred to the company |
| Annual ROC filings | None | Form 11 and Form 8 | AOC-4, MGT-7 and others |
| Raising equity | Not practical | Limited | Designed for it |
Firms that expect outside investors are often better served by a private limited company. Firms that want limited liability with the same partner-based structure usually convert to an LLP. Our LLP annual compliance page sets out what the LLP files each year.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, with an office at 26, Krishnalaya Complex, 4th Cross, N.R. Road, Bengaluru 560002, close to the city's older trading districts where many partnership firms still operate.
| Reference | Relevance |
|---|---|
| Section 55, LLP Act, 2008 | Conversion of a firm into an LLP |
| Second Schedule, LLP Act, 2008 | Eligibility, effect of registration, vesting, notice in correspondence |
| LLP Rules, 2009, and Forms 17, 14 and 3 | Application, intimation to the Registrar of Firms, LLP agreement |
| Indian Partnership Act, 1932 | Registration of firms with the Registrar of Firms, Karnataka |
| Karnataka Stamp Act, 1957 | Duty on the LLP agreement and on any transfer of Karnataka property |
| S.O. 831(E), 24 March 2015 | ROC Bangalore jurisdiction over the whole State of Karnataka |
| MCA restructuring effective 16 February 2026 | RD South-Western Region at Bengaluru for Karnataka, Kerala and Lakshadweep |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025.
A three-partner hardware distribution firm, registered with the Registrar of Firms, Karnataka in 2011, wanted to convert before bidding for a larger institutional contract. Its partners' capital stood at Rs 22 lakh and it had a cash-credit limit from a bank. The latest deed on file still showed a fourth partner who had retired in 2019. We recorded the retirement with the Registrar of Firms first, certified the statement of assets and liabilities, obtained the bank's consent and filed FiLLiP with Form 17 showing a contribution of Rs 22 lakh. After ROC Bangalore issued the certificate, Form 14 went to the Registrar of Firms within the 15 days, the LLP agreement was stamped and filed in Form 3, and the LLP's GST registration was in place before its first invoice.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: LLP Registration in Bangalore, Partnership Firm Registration in Bangalore, LLP Form 3 Filing in Bangalore. National: conversion of partnership firm to LLP, LLP annual compliance and our guide to how to convert a partnership firm to LLP.
ROC Bangalore. FiLLiP with Form 17 linked is filed on the MCA portal and decided by the Registrar of Companies for Karnataka, whose jurisdiction covers the whole state.
Yes. Within 15 days of the conversion being registered, the LLP must inform the Registrar of Firms with whom the firm was registered. The MCA prescribes Form 14 for this intimation, which is submitted to the Registrar of Firms rather than filed online.
Yes. The LLP Act applies to any firm within Section 4 of the Indian Partnership Act, 1932, registered or not. An unregistered firm has no Registrar of Firms entry to close, but its deed, accounts and tax records still have to support the conversion.
Not within the conversion itself. All partners of the firm, and no one else, must become partners of the LLP. A retiring partner leaves the firm first, with the change recorded with the Registrar of Firms if the firm is registered, and the firm then converts.
The agreement is stamped under the Karnataka Stamp Act, 1957 at the rate for LLP instruments, which is linked to the contribution. It is not the partnership-deed rate. We confirm the current figure for your contribution before the agreement is printed.
It vests in the LLP on registration. The LLP must inform the authorities that keep the records, such as the Sub-Registrar and the municipal khata office. Any stamp duty question on Karnataka property is assessed separately; we do not assume a rate.
Not automatically. The specific capital-gains exemption for conversions into an LLP is written for companies, not firms. Whether a firm's conversion gives rise to tax depends on revaluation, changes in profit-sharing and payments to partners, so we review the position before filing.
No. GST registration is tied to PAN and the LLP has a new PAN, so it takes its own registration. The business and input tax credit are transferred on the GST portal and the firm's registration is then cancelled.
Our professional fee starts at Rs 8,499 plus GST for a firm with up to three partners and no secured creditors. MCA fees by contribution, DSCs and Karnataka stamp duty on the LLP agreement are paid at actuals. Form 14, Form 3 and GST transition are in the Complete plan.
Tell us what you need and a real CA calls you back, with no scripts and no transfers. Call 72783 76654. Mon - Sat, 10:00 AM - 7:00 PM IST.
Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: MCA restructuring of RoC and RD offices, effective 16 February 2026
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