Conversion under Section 55 and the Second Schedule of the LLP Act, 2008
Your firm is on the books of the Registrar of Firms, West Bengal in Salt Lake; the LLP it becomes will sit with ROC Kolkata-I or Kolkata-II. We handle both ends: FiLLiP with Form 17 on the MCA portal, the CA-certified statement of assets and liabilities, and the Form 14 intimation that closes the firm on the state register. Professional fee from Rs 8,499, excluding GST and government fees.
| Item | Position for a Kolkata firm |
|---|---|
| Law | Section 55 and Second Schedule, LLP Act, 2008 |
| Filing | FiLLiP with linked Form 17 on the MCA portal |
| LLP registrar | ROC Kolkata-I (Kolkata district and Sikkim) or ROC Kolkata-II (rest of West Bengal) |
| Firm's registrar | Registrar of Firms, Societies & Non-Trading Corporations, West Bengal, WBIIDC Building, Salt Lake, Kolkata 700091 |
| Intimation to the firm's registrar | Form 14, within 15 days of the LLP's registration |
| LLP agreement | Form 3 within 30 days, stamped under West Bengal rates |
| Partners | Exactly the firm's partners, no more and no fewer |
| Notice on correspondence | 12 months, starting not later than 14 days after registration |
A Kolkata partnership firm and the LLP it becomes live under different laws and in different offices. The firm is registered, if at all, with the Registrar of Firms, West Bengal under the Indian Partnership Act, 1932. The LLP is a body corporate registered on the MCA portal, and its file then sits with ROC Kolkata-I or Kolkata-II depending on its registered office.
Conversion is filed only at the MCA end. The state registrar does not approve it. But the state record does not update itself either. Unless the LLP sends Form 14 to the Registrar of Firms within 15 days of registration, the firm still appears as a live registered firm in Salt Lake long after it has been dissolved by law, and that mismatch surfaces later with banks, landlords and government departments.
Firms that were never registered with the Registrar of Firms can also convert. They have no state record to close, but they still need the CA-certified statement and the consent of every partner.
| LLP's registered office | Registrar |
|---|---|
| Kolkata district, for example Burrabazar, Bowbazar, Park Street, Lake Town or Tollygunge | ROC Kolkata-I |
| Salt Lake, New Town, Howrah, Hooghly, the 24 Parganas and the rest of West Bengal | ROC Kolkata-II |
ROC Kolkata was split on 16 February 2026. The FiLLiP and Form 17 are processed on the MCA portal, and after registration every LLP filing, including Form 3, Form 11 and Form 8, goes against the ROC that holds the file. If the firm's principal place of business is in Howrah but the partners want the LLP's registered office in Kolkata district, explain the change in the filing so the address difference is not queried.
| Your firm's situation | Direct conversion? | What to do |
|---|---|---|
| All partners agree to join the LLP | Yes | File FiLLiP with Form 17 |
| One partner is retiring | Not as is | Record the retirement in the deed and with the Registrar of Firms first |
| A family member is to join | Not as is | Convert first, then admit the partner in the LLP |
| Bank cash credit or term loan | Yes | Secured creditor's consent attached to Form 17 |
| Trade licence, GST and other registrations | Yes | They move subject to each law; most need an application in the LLP's name |
| Pending cases | Yes | Disclose in Form 17; they continue against the LLP |
The rule that the partners must match is strict. In Kolkata it often trips up older family firms, where the deed on record with the Registrar of Firms still names a partner who has died or stepped back. The change in constitution has to be recorded with the state registrar before the conversion, or the Form 17 partner list will not match the firm's own record.
We compare the deed, the Registrar of Firms record and the books. Missing changes in constitution are filed with the state registrar first.
DSCs for the designated partners, and the LLP name reserved in FiLLiP or earlier through RUN-LLP.
Partner consents, the bank's consent for secured loans and the CA-certified statement of assets and liabilities as at the conversion date.
Filed together on the MCA portal, with Form 17 certified by a practising professional. On approval the certificate of registration is issued with LLPIN, PAN and TAN.
Within 15 days, Form 14 is submitted to the Registrar of Firms, Societies & Non-Trading Corporations, West Bengal in Salt Lake, so the firm is removed from the state register.
The LLP agreement is stamped and filed in Form 3 within 30 days, and the bank, GST, trade licence and property records are moved to the LLP.
| Stage | Time | Depends on |
|---|---|---|
| Record check and pending state filings | 3 - 10 working days | Whether the firm's record is current |
| DSCs, consents and CA statement | 5 - 7 working days | Bank's consent letter |
| FiLLiP and Form 17 processing | 1 - 2 weeks | MCA processing and resubmissions |
| Form 14 and Form 3 | Within 15 and 30 days of registration | Statutory limits |
Indicative service timelines. Registration of the conversion is decided by the Registrar.
| Head | Position |
|---|---|
| FiLLiP and Form 17 | MCA fee by contribution under the LLP Rules, shown on the portal at filing |
| DSCs | At actuals |
| Stamp duty on the LLP agreement | West Bengal rate, at actuals |
| Form 3 | MCA fee by contribution, at actuals |
Stamp duty on any transfer of immovable property is a state matter. We confirm the West Bengal position for your property before records are updated; it is not assumed.
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 8,499 | Up to 3 partners: eligibility check, name, FiLLiP with Form 17, consents and CA statement, LLPIN, PAN and TAN |
| Complete | On quote | Essential plus LLP agreement and Form 3, Form 14 to the Registrar of Firms, secured-creditor consents and GST |
| Conversion + first year | On quote | Complete plus closing and opening accounts, licence updates, income-tax review and first Form 11 and Form 8 |
All plans exclude GST. MCA fees, DSCs and stamp duty are paid at actuals and shown separately on your invoice.
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 | Practical step in Kolkata |
|---|---|---|
| Assets, liabilities, rights | Vest in the LLP on registration | Opening balance sheet of the LLP |
| Registered property | Vests, but the record must be updated | Intimate the authority that keeps the record |
| Bank accounts and loans | Continue with the LLP | Bank updates the account and loan in the LLP's name |
| Trade licence and GST | Subject to each law | Fresh registration in the LLP's PAN where required |
| Contracts and employees | Continue with the LLP | Inform counterparties |
| Old debts of the firm | Partners remain personally liable | Do not assume conversion shields past liabilities |
Because the LLP has a new PAN, any registration tied to PAN, including GST, generally has to be taken afresh in the LLP's name and the firm's registration cancelled. Local licences, such as a Kolkata Municipal Corporation trade licence, follow their own rules, and we list each one in the transition checklist.
An LLP is taxed as a firm, so the rate does not change. Whether the transfer of the firm's assets on conversion triggers a capital gains charge is a separate question. The exemption usually quoted, Section 47(xiiib) of the Income-tax Act, 1961 and its counterpart in the Income-tax Act, 2025, applies to a company converting into an LLP, not to a firm. A firm's conversion is therefore reviewed on its facts, such as revaluation of assets, changes in profit-sharing and payments to partners, before the filing.
| After conversion | When | Filed with |
|---|---|---|
| Form 14 | Within 15 days | Registrar of Firms, West Bengal |
| Form 3 | Within 30 days | ROC Kolkata-I or Kolkata-II |
| Form 11 annual return | By 30 May each year | ROC Kolkata-I or Kolkata-II |
| Form 8 statement of account and solvency | By 30 October each year | ROC Kolkata-I or Kolkata-II |
| Partnership firm | LLP | |
|---|---|---|
| Law | Indian Partnership Act, 1932 | LLP Act, 2008 |
| Registrar | Registrar of Firms, West Bengal; optional | ROC Kolkata-I or Kolkata-II; mandatory |
| Liability | Unlimited, joint and several | Limited to agreed contribution |
| Legal entity | Not separate from partners | Body corporate |
| Annual ROC filing | None | Form 11 and Form 8 |
| Income-tax | Taxed as a firm | Taxed as a firm |
If you are not converting an existing business, compare LLP registration in Kolkata for a fresh LLP and partnership firm registration in Kolkata for a firm.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP from 129A, Bangur Avenue, Block A, Lake Town, Kolkata 700055. We have supported 2,500+ companies across our practice, and we deal regularly with both the Registrar of Firms, West Bengal and the Kolkata ROCs.
| Reference | Relevance |
|---|---|
| Section 55 and Second Schedule, LLP Act, 2008 | Conversion of a firm into an LLP |
| Second Schedule, paragraph 7 | Vesting of property, rights and liabilities |
| Second Schedule, proviso to paragraph 5 | Intimation to the Registrar of Firms within 15 days |
| Second Schedule, paragraph 16 | Partners stay liable for the firm's pre-conversion debts |
| Second Schedule, paragraph 17 | Notice of conversion on correspondence for 12 months |
| Indian Partnership Act, 1932 | Firm's registration with the Registrar of Firms, West Bengal |
Authority sources: Ministry of Corporate Affairs at mca.gov.in, Registrar of Firms, Societies & Non-Trading Corporations, West Bengal, and the PIB release on ROC offices from 16 February 2026.
A three-partner firm dealing in electrical goods on Ezra Street wanted to convert after a large supplier asked it to trade as a limited liability entity. The firm was registered with the Registrar of Firms, West Bengal, but the record still showed a founder who had retired four years earlier and been replaced by his son. We filed the change in constitution with the state registrar first, then obtained the bank's consent for the cash credit and had our CA certify the statement of assets and liabilities. FiLLiP with Form 17 went in with the three current partners, the LLP's file sat with ROC Kolkata-I, and Form 14 was lodged in Salt Lake within the 15-day window.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: LLP Registration in Kolkata, Partnership Firm Registration in Kolkata and LLP Form 3 Filing in Kolkata. Nationally: partnership to LLP conversion, LLP annual compliance and our guide to converting a partnership firm to an LLP.
No. The conversion is filed and registered on the MCA portal through FiLLiP with Form 17. The Registrar of Firms is informed afterwards, in Form 14 within 15 days of registration, so the firm can be removed from the state register.
To the Registrar of Firms, Societies & Non-Trading Corporations, West Bengal, at the WBIIDC Building, Salt Lake, Kolkata 700091, which is the statewide registrar for partnership firms. Form 14 is submitted physically, not on the MCA portal.
It depends on the LLP's registered office. Kolkata district goes to ROC Kolkata-I, which also covers Sikkim. Salt Lake, New Town, Howrah and the rest of West Bengal go to ROC Kolkata-II. The split took effect on 16 February 2026.
Yes. Any firm under the Indian Partnership Act, 1932 can convert, whether or not it was registered with the Registrar of Firms. It needs the consent of all partners and the CA-certified statement of assets and liabilities, but has no state record to close.
Not until the record is corrected. The LLP's partners must be exactly the firm's partners, so the change in constitution should be filed with the Registrar of Firms, West Bengal first. Otherwise Form 17 will not match the firm's record.
Our professional fee starts at Rs 8,499 plus GST for a firm with up to three partners. MCA fees depend on contribution and are shown on the portal, and DSCs and West Bengal stamp duty on the LLP agreement are extra at actuals.
Not automatically. The well-known exemption for conversion into an LLP covers companies, not firms. A firm's conversion is reviewed on its facts, including any revaluation and changes in profit-sharing, before filing.
Generally no. GST registration is PAN-based and the LLP gets a new PAN, so the LLP takes its own registration and the firm's registration is cancelled, with the transfer of the business and input tax credit handled on the GST portal.
The loan moves to the LLP along with the firm's other liabilities, but the bank's consent is attached to Form 17 as a secured creditor. Partners remain personally liable for debts the firm incurred before conversion.
Form 14 to the Registrar of Firms within 15 days, the LLP agreement in Form 3 within 30 days, and then Form 11 by 30 May and Form 8 by 30 October every year. See our LLP annual compliance page for the full calendar.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, Registrar of Firms, Societies & Non-Trading Corporations, West Bengal, PIB: new RD and ROC offices from 16 February 2026
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