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Conversion of Partnership Firm to LLP

A partnership firm converts into an LLP under Section 55 and the Second Schedule of the LLP Act, 2008 by filing Form 17 together with the FiLLiP incorporation form on the MCA portal, with the consent of all partners. Every partner of the firm, and no one else, must become a partner of the LLP; once the Registrar registers the conversion, the firm's assets and liabilities vest in the LLP and the firm is deemed dissolved. CorporateWalla's CA and CS team prepares the filings, the CA-certified statement of assets and liabilities, the LLP agreement and the post-conversion intimations.

15–25 working days (indicative) delivery
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Who Can Convert, and When It Makes Sense

Any firm within the meaning of Section 4 of the Indian Partnership Act, 1932 can apply, whether or not it was registered with the Registrar of Firms. The test is simple: every partner of the firm must become a partner of the LLP, and no one else may join on conversion.

SituationCan it convert directly?What to do
All partners agree to join the LLPYesFile FiLLiP with Form 17
One partner wants to leaveNot as isRetire the partner from the firm first, then convert
A new investor wants to come inNot as isConvert first, then admit the partner in the LLP (Form 4 and Form 3)
Firm has secured bank loansYesGet the secured creditors' consent and attach it to Form 17
Firm holds a licence under another lawYesLicence vests in the LLP subject to that law; check whether the licensing authority needs an application
Firm has pending court casesYesDisclose them in Form 17; they continue against the LLP

Conversion Process with Forms and Time Limits

StageFormTime limitWho signs or certifies
DSC for designated partnersDSC applicationBefore filingEach designated partner
Name reservationInside FiLLiP, or RUN-LLP earlierBefore or with incorporationDesignated partner
Incorporation and conversionFiLLiP with linked Form 17Together, in one submissionDesignated partner; Form 17 certified by a practising CA, CS or Cost Accountant
Certificate of registrationIssued by the RegistrarAfter approvalRegistrar of Companies
Intimation to Registrar of FirmsForm 14 (physical)Within 15 days of registrationLLP
LLP agreementForm 3Within 30 days of incorporationDesignated partner
Notice in correspondenceLetterheads, invoices, emails12 months, from not later than 14 days after registrationLLP

If the MCA sends the application back for re-submission, the fee does not have to be paid again on re-applying for conversion (MCA LLP e-filing guidance).

Partnership Firm vs LLP

PointPartnership firmLLP
LawIndian Partnership Act, 1932LLP Act, 2008
Legal entityNot separate from the partnersBody corporate with perpetual succession
LiabilityUnlimited, joint and severalLimited to agreed contribution, except for fraud
RegistrationState Registrar of Firms; optionalRegistrar of Companies; mandatory
Annual filingNo ROC filing; income-tax return onlyForm 11 by 30 May and Form 8 by 30 October, plus ITR
AuditTax audit if income-tax thresholds applyStatutory audit only if turnover exceeds ₹40 lakh and contribution exceeds ₹25 lakh
Income-taxTaxed as a firmTaxed as a firm
Owning property, suingIn the partners' namesIn the LLP's own name

What Changes on the Date of Conversion

  • Assets and liabilities: all property, rights, privileges, liabilities and obligations of the firm vest in the LLP (Second Schedule, para 7).
  • The firm: is deemed dissolved and, if registered, is removed from the Registrar of Firms' records.
  • Registered property: the LLP must notify the authority that keeps the record, such as the land registry or vehicle registration office.
  • Contracts, agreements and employees: continue with the LLP as if it were the original party or employer.
  • Pending proceedings: continue by or against the LLP.
  • Licences and approvals: move to the LLP, subject to the law under which they were issued.
  • Old debts: partners remain personally liable, jointly and severally with the LLP, for liabilities the firm incurred before conversion.

Stamp duty on any transfer is a state subject; the LLP Act itself has no stamp-duty provision, so the position depends on the state's Stamp Act.

Common Reasons Form 17 Is Sent Back

  • LLP partners do not match the partners in the deed or the latest amendment
  • Statement of assets and liabilities not certified by a practising CA, or not matching the books
  • Contribution in the LLP higher than the firm's capital shown in the statement
  • Consent of one partner missing or unsigned
  • Secured loans shown in the books, but no list or consent of secured creditors attached
  • Registered office address in FiLLiP different from the principal place in the firm's records without explanation
  • Pending litigation or notices not disclosed
  • Proposed name too close to an existing company or LLP

Worked Example: A Three-Partner Trading Firm

A Kolkata trading firm with three partners, partners' capital of ₹18 lakh, a ₹25 lakh hypothecation loan from a bank and a GST registration wants to convert to an LLP.

  • Week 1: DSCs for two designated partners; the CA certifies the statement of assets and liabilities as at the conversion date; the bank's consent letter is requested.
  • Week 2: FiLLiP is filed with Form 17 linked, showing a total contribution of ₹18 lakh, not more than the firm's capital.
  • Week 3–4: the certificate of registration is issued; Form 14 goes to the Registrar of Firms within 15 days.
  • Within 30 days: the LLP agreement is stamped and filed in Form 3; GST registration for the LLP is taken and the firm's registration cancelled; the bank moves the loan and account to the LLP.
  • Next 12 months: invoices and letterheads carry "formerly [firm name], converted into an LLP" with the firm's registration number.

Illustrative scenario. Timelines depend on MCA processing and third-party consents.

Current Position as of October 2026

Conversion is filed on the MCA V3 portal: Form 17 is a linked form filed together with FiLLiP, which also allots LLPIN, PAN and TAN. LLP late fees are multiples of the normal fee, so plan the first Form 3, Form 11 and Form 8 from the start; see LLP annual compliance.

Starting fresh instead of converting? See LLP registration. Staying a firm? See partnership firm registration.

Transparent 3-tier pricing

Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.

Essential

₹8,499

Timeline: 15–25 working days (indicative)

Eligibility check against the Second Schedule
Name reservation inside FiLLiP (or RUN-LLP)
FiLLiP with linked Form 17 for up to 3 partners
Partner consents and CA-certified statement of assets and liabilities
Certificate of registration with LLPIN, PAN and TAN
LLP agreement and Form 3 filing
Secured-creditor consents and licence transfers
MOST POPULAR

Complete

Custom quote

Timeline: 25–35 working days (indicative)

Everything in Essential
LLP agreement drafted and Form 3 filed within 30 days
Form 14 intimation to the Registrar of Firms within 15 days
Secured-creditor consent letters
GST registration amendment for the new constitution
Bank account and PAN transition checklist

Conversion + first year

Custom quote

Timeline: Conversion plus 12 months

Everything in Complete
Closing accounts of the firm and opening balance sheet of the LLP
Licence and registration updates (Udyam, shop licence, IEC and similar)
Income-tax review of the conversion before filing
First-year LLP Form 11 and Form 8
Dedicated CS for the 12-month transition

Government fee — paid by you at actuals

MCA fees for FiLLiP and Form 17 are charged by contribution under Annexure A of the LLP Rules, 2009 and are shown on the MCA portal when the forms are submitted. DSCs, name reservation if filed separately, and state stamp duty on the LLP agreement are extra. Paid separately at actuals.

Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.

The starting price covers a firm with up to 3 partners, no secured creditors needing consent and no pending litigation. Larger firms, firms with secured loans or regulatory licences that need fresh approval, and transfer of immovable property records are quoted on scope.

How it works

Step 1

Eligibility and planning

Confirm every partner will join the LLP, list secured creditors, licences and pending cases, and fix the contribution and designated partners.

Step 2

DSCs and name

Obtain DSCs for the designated partners and reserve the LLP name, in FiLLiP itself or earlier through RUN-LLP.

Step 3

Consents and certified statement

Collect the consent of all partners, secured-creditor consents where applicable, and the statement of assets and liabilities certified by a practising CA.

Step 4

File FiLLiP with Form 17

FiLLiP is filed with 'conversion of firm into LLP' selected and Form 17 linked, certified by a practising professional; the Registrar registers the conversion and issues the certificate.

Step 5

Intimate the Registrar of Firms

Within 15 days of registration the LLP informs the Registrar of Firms in Form 14, so the firm's registration is closed.

Step 6

Agreement and transition

File the LLP agreement in Form 3 within 30 days and update bank, GST, licences, property records and letterheads, which must show the conversion for 12 months.

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Documents required

Partnership deed with all amendments
Registration certificate of the firm from the Registrar of Firms, if registered
PAN of the firm and latest income-tax return acknowledgement
Statement of assets and liabilities of the firm, certified by a practising CA
Consent of all partners to the conversion
List of secured creditors with their consent, where applicable
PAN, Aadhaar, photo and address proof of each partner
Registered office proof (utility bill) and owner's NOC or rent agreement
Approvals from any regulator, where the firm's licence requires it
Details of pending proceedings by or against the firm

Why CorporateWalla®?

Limited liability going forward

Partners stop being personally liable for the LLP's future debts; they remain liable for debts the firm incurred before conversion.

Business continues as it is

Property, contracts, employees, pending cases and licences move to the LLP by law, subject to the licensing Act, without a fresh start.

CA-certified filing

The statement of assets and liabilities and Form 17 are prepared and certified by practising professionals, which is what the MCA checks.

Post-conversion intimations handled

Form 14 to the Registrar of Firms, Form 3, GST, bank and licence updates tracked to closure so the firm is not left half-converted.

Light compliance

An LLP files Form 11 and Form 8 each year, and needs an audit only if turnover exceeds ₹40 lakh and contribution exceeds ₹25 lakh.

Frequently asked questions

Yes. Section 55 and the Second Schedule of the LLP Act, 2008 allow a firm under the Indian Partnership Act, 1932 to convert into an LLP. The condition is that all the partners of the firm, and no one else, become the partners of the LLP. The conversion is filed online in Form 17 linked with FiLLiP.

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