Conversion under Section 55 and the Second Schedule of the LLP Act, 2008 for Firms in Delhi, Gurugram, Faridabad, Noida and Ghaziabad
Move your NCR partnership firm into an LLP with every partner carried across, the CA-certified statement of assets and liabilities matched to the books, and the Form 14 intimation sent to the right Registrar of Firms within 15 days. Professional fee from Rs 8,499, excluding GST and government fees.
| Item | Position for Delhi NCR |
|---|---|
| Governing law | Section 55 and the Second Schedule, LLP Act, 2008; Rule 33, LLP Rules, 2009 |
| Filing | FiLLiP with linked Form 17, on the MCA portal |
| Who must join | All partners of the firm, and no one else |
| Registrar of the LLP | ROC NCT of Delhi-I or Delhi-II, ROC Haryana or ROC Uttar Pradesh-II, Noida, by registered office |
| Registrar of Firms intimation | Form 14, within 15 days of registration, to the Registrar of Firms with which the firm was registered |
| LLP agreement | Form 3 within 30 days of incorporation |
| Letterheads | Conversion notice on official correspondence for 12 months |
| Our professional fee | From Rs 8,499, excluding GST and government fees |
A conversion in Delhi NCR touches two separate registries. The partnership firm sits with a State Registrar of Firms under the Indian Partnership Act, 1932. The LLP it becomes sits with a Registrar of Companies under the LLP Act, 2008. The two are run by different governments and do not talk to each other, which is why the law makes the LLP tell the Registrar of Firms what has happened.
| Firm's principal place of business | Registrar of Firms (State) | Registrar of the new LLP (MCA) |
|---|---|---|
| NCT of Delhi | Registrar of Firms, Delhi | ROC NCT of Delhi-I or Delhi-II, by district |
| Gurugram, Faridabad | Haryana Registrar of Firms | ROC Haryana, Chandigarh |
| Noida, Greater Noida, Ghaziabad | Uttar Pradesh Registrar of Firms | ROC Uttar Pradesh-II, Noida |
The NCR wrinkle is that the two do not have to match. A firm registered in Delhi years ago may now run its business from a Gurugram unit, and its partners may choose a Gurugram registered office for the LLP. The LLP will then be with ROC Haryana, while the Form 14 intimation still goes to the Registrar of Firms in Delhi, because that is where the firm is on record. We take the firm's registration certificate as the starting point, not its current address.
An unregistered firm can also convert. It has no Registrar of Firms entry to close, but it still needs a partnership deed, a PAN and a latest income-tax return to support Form 17. For the firm-side background, see partnership firm registration in Delhi NCR.
| LLP registered office | Registrar of Companies | Regional Director |
|---|---|---|
| South, South West, New Delhi, South East and East Delhi | ROC NCT of Delhi-I | RD (Northern Region-I), New Delhi |
| Central, West, North, North West, North East Delhi and Shahdara | ROC NCT of Delhi-II | RD (Northern Region-I), New Delhi |
| Gurugram, Faridabad and the rest of Haryana | ROC Haryana, Chandigarh | RD (Northern Region-II), Chandigarh |
| Noida, Greater Noida and Ghaziabad | ROC Uttar Pradesh-II, Noida | RD (Northern Region-I), New Delhi |
These registrars took effect on 16 February 2026. The conversion itself is filed on the MCA portal, and once registered, the LLP's file, its Form 3, Form 11 and Form 8 and any later change of registered office are dealt with by the ROC for its registered office. A move from Delhi to Gurugram after conversion is a change of State for the LLP and needs the inter-State procedure, so choose the registered office with that in mind.
Mapping per the MCA reorganisation effective 16 February 2026 and the Press Information Bureau release of 31 December 2025.
Any firm under the Indian Partnership Act, 1932 can convert, registered or not, provided every partner of the firm becomes a partner of the LLP and no one else joins at that stage. The usual reasons NCR firms convert are limited liability for future debts, the ability to hold property and contract in the LLP's own name, and a structure that bankers and larger customers in the region are more comfortable with.
| Situation | Can it convert directly? | What to do |
|---|---|---|
| All partners agree | Yes | File FiLLiP with Form 17 |
| A partner wants to exit | Not as is | Retire the partner in the firm first, then convert |
| A new investor wants in | Not as is | Convert, then admit the partner in the LLP |
| Firm has secured bank loans | Yes | Attach the secured creditors' consent to Form 17 |
| Firm holds a trade or factory licence | Yes | Check whether the licensing authority needs an application in the LLP's name |
Starting afresh rather than converting is sometimes cleaner, for example where the firm is small and has no property or contracts to carry over. Compare with LLP registration in Delhi NCR. For the national rulebook, see conversion of partnership firm to LLP and the partnership to LLP guide.
We start from the deed and the Registrar of Firms certificate to confirm the partners on record and the State registry that will receive Form 14.
Delhi, Haryana or Uttar Pradesh: this fixes the ROC and Regional Director and the stamp duty on the LLP agreement.
DSCs for the designated partners, a name reserved in FiLLiP or earlier through RUN-LLP, partner consents and secured-creditor consents.
Our CA team prepares and certifies the statement of assets and liabilities as at the conversion date, tied to the firm's books.
Conversion of a firm is selected in FiLLiP and Form 17 is linked. On approval, the certificate of registration issues with LLPIN, PAN and TAN.
The intimation goes to the Registrar of Firms that registered the firm, so it can close the firm's entry.
The LLP agreement is stamped and filed in Form 3 within 30 days, and bank, GST, licences and property records are moved.
| Stage | Indicative time | Depends on |
|---|---|---|
| Record review, DSCs and consents | 3 - 5 working days | Partners and secured creditors signing |
| CA-certified statement | 2 - 4 working days | State of the firm's books |
| FiLLiP with Form 17 | 1 - 2 working days to file | Name approval |
| MCA processing | 1 - 2 weeks | Resubmissions |
| Form 14 to Registrar of Firms | Within 15 days of registration | Statutory deadline |
| Form 3 LLP agreement | Within 30 days of incorporation | Statutory deadline |
Indicative service timelines. 15 - 25 working days end to end is typical where consents are ready.
| Head | Position |
|---|---|
| FiLLiP and Form 17 fees | By contribution under Annexure A of the LLP Rules, 2009, shown on the MCA portal |
| DSCs | At actuals |
| Stamp duty on the LLP agreement | At the rate of Delhi, Haryana or Uttar Pradesh, depending on where it is executed |
| Property records | Any charge levied by the relevant land or vehicle registry, at actuals |
The LLP Act has no stamp-duty provision of its own, and whether any duty arises on the vesting of property depends on the State's Stamp Act and on how the registry treats the conversion. Where an NCR firm owns land or a building, we check the position with the relevant State office before filing rather than quote a figure in advance.
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 8,499 | Eligibility check, name, FiLLiP with Form 17 for up to 3 partners, partner consents, CA-certified statement, certificate with LLPIN, PAN and TAN |
| Complete | On quote | Essential plus LLP agreement and Form 3, Form 14 to the Registrar of Firms, secured-creditor consents, GST transition |
| Conversion + first year | On quote | Complete plus closing accounts of the firm, licence updates and the first Form 11 and Form 8 |
All plans exclude GST. MCA fees, DSCs and stamp duty are paid at actuals and shown separately. Payment: 50% upfront, 50% on delivery.
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 | By law | What you still do |
|---|---|---|
| Assets, rights and liabilities | Vest in the LLP on registration | Open the LLP's books with the certified balances |
| Contracts and employees | Continue with the LLP | Inform major customers, suppliers and staff |
| Pending proceedings | Continue by or against the LLP | Update the cause title where needed |
| Licences and approvals | Move subject to the law under which they were issued | Apply to the licensing authority where that law requires it |
| Registered property and vehicles | Vest in the LLP | Intimate the authority that keeps the record |
| Old debts of the firm | Partners stay personally liable with the LLP | Settle or refinance where possible |
GST and PAN need the most planning. The LLP has a new PAN, and GST registration is PAN-based, so the LLP generally takes its own GST registration and the firm's registration is cancelled after the business and input tax credit are transferred on the GST portal. For a firm with GSTINs in both Delhi and Haryana, each State registration needs this cut-over.
An LLP is taxed like a firm, so the rate does not change on conversion. Whether the transfer of the firm's assets to the LLP gives rise to a capital-gains or other tax charge is a separate question that the LLP Act does not answer. The exemption commonly cited for LLP conversions was written for companies converting into LLPs, not for firms, and the firm-to-LLP position depends on the facts.
We review these points with you before filing and prepare the certified statement on a basis you can defend, rather than describing the conversion as tax-free. After conversion, the firm files its own return up to the conversion date and the LLP from that date.
| Partnership firm | LLP | |
|---|---|---|
| Registered with | Registrar of Firms, Delhi, Haryana or Uttar Pradesh | ROC Delhi-I, Delhi-II, Haryana or Uttar Pradesh-II |
| Liability | Unlimited, joint and several | Limited to contribution, except for fraud |
| Legal entity | Not separate from the partners | Body corporate with perpetual succession |
| Annual ROC filing | None | Form 11 and Form 8 |
| Audit | Tax audit if income-tax thresholds apply | Statutory audit only if turnover exceeds Rs 40 lakh and contribution exceeds Rs 25 lakh |
After conversion the LLP's yearly calendar is set out in our LLP annual compliance service.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with NCR clients from our Delhi office at 04, Malook Singh Marg, Arjun Nagar, Krishan Nagar, Delhi 110051. A conversion is one MCA filing on paper, but in NCR it often spans a Delhi firm registry, a Haryana or Uttar Pradesh ROC and more than one GST State.
| Reference | Relevance |
|---|---|
| Section 55 and Second Schedule, LLP Act, 2008 | Conversion of a firm into an LLP, vesting and dissolution of the firm |
| Rule 33, LLP Rules, 2009 | Intimation to the Registrar of Firms in Form 14 within 15 days |
| Indian Partnership Act, 1932 | Registration of firms with the State Registrar of Firms |
| Section 23, LLP Act, 2008 | LLP agreement, filed in Form 3 within 30 days |
| MCA reorganisation effective 16 February 2026 | Delhi-I, Delhi-II, Haryana and Noida registrars |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025 on new ROCs and Regional Directorates.
A three-partner garment export firm, registered with the Registrar of Firms in Delhi, had moved its production to a unit in Udyog Vihar, Gurugram, and held GST registrations in both Delhi and Haryana. The partners wanted the LLP registered at the Gurugram unit. We filed FiLLiP with Form 17 with a Gurugram registered office, so the LLP sits with ROC Haryana, attached the bank's consent for its packing credit limit, and sent Form 14 to the Registrar of Firms in Delhi within 15 days. Both GSTINs were then moved to the LLP's new PAN and the firm's registrations cancelled.
Illustrative scenario based on typical file patterns. Not a named client engagement.
In Delhi NCR we also handle LLP registration, LLP Form 3 filing and partnership firm registration. After conversion, see LLP annual compliance. Questions: contact us.
The Registrar of Firms with which the firm was registered, which here is Delhi. Rule 33 of the LLP Rules requires the intimation in Form 14 within 15 days of the LLP's registration to the concerned Registrar of Firms. The LLP itself will be with ROC Haryana because its registered office is in Gurugram.
The ROC for the LLP's registered office. Since 16 February 2026, Delhi offices go to ROC NCT of Delhi-I or Delhi-II by district, Gurugram and Faridabad to ROC Haryana at Chandigarh, and Noida, Greater Noida and Ghaziabad to ROC Uttar Pradesh-II at Noida.
Yes. Conversion is open to any firm under the Indian Partnership Act, 1932, registered or not. An unregistered firm has no Registrar of Firms entry to close, but it still needs its partnership deed, PAN, latest income-tax return and the CA-certified statement of assets and liabilities for Form 17.
No. Every partner of the firm, and no one else, must become a partner of the LLP. A partner who wants to leave retires from the firm first, with the change notified to the Registrar of Firms, and the firm then converts. A new partner can be admitted to the LLP after conversion.
Do not assume so. An LLP is taxed like a firm, but whether the transfer of assets on conversion creates a capital-gains or other tax charge depends on the facts, such as revaluation, changes in capital or profit-sharing and payments to partners. We review the position with you before filing.
The LLP gets a new PAN, and GST registration is PAN-based, so the LLP generally takes its own registration in each State and the firm's registrations are cancelled once the business and input tax credit are transferred on the GST portal. We plan the cut-over date so invoices go out under the right GSTIN.
The LLP agreement is stamped at the rate of the State where it is executed. Whether duty arises on the vesting of the firm's property depends on that State's Stamp Act and the registry's treatment, since the LLP Act has no stamp-duty provision. We check the position for any land or building before filing.
With consents ready, about 15 to 25 working days end to end: a week or so to prepare and one to two weeks for MCA processing. Form 14 then goes to the Registrar of Firms within 15 days of registration, and the LLP agreement is filed in Form 3 within 30 days of incorporation.
For a firm with up to three partners and no secured creditors: eligibility check, name reservation, FiLLiP with Form 17, partner consents, the CA-certified statement and the certificate with LLPIN, PAN and TAN. Form 3, Form 14 and GST transition are in the Complete plan. Fees exclude GST and government fees. Payment is 50% upfront and 50% on delivery.
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 sets up new Regional Directorates and ROCs
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