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.
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.
| Situation | Can it convert directly? | What to do |
|---|---|---|
| All partners agree to join the LLP | Yes | File FiLLiP with Form 17 |
| One partner wants to leave | Not as is | Retire the partner from the firm first, then convert |
| A new investor wants to come in | Not as is | Convert first, then admit the partner in the LLP (Form 4 and Form 3) |
| Firm has secured bank loans | Yes | Get the secured creditors' consent and attach it to Form 17 |
| Firm holds a licence under another law | Yes | Licence vests in the LLP subject to that law; check whether the licensing authority needs an application |
| Firm has pending court cases | Yes | Disclose them in Form 17; they continue against the LLP |
| Stage | Form | Time limit | Who signs or certifies |
|---|---|---|---|
| DSC for designated partners | DSC application | Before filing | Each designated partner |
| Name reservation | Inside FiLLiP, or RUN-LLP earlier | Before or with incorporation | Designated partner |
| Incorporation and conversion | FiLLiP with linked Form 17 | Together, in one submission | Designated partner; Form 17 certified by a practising CA, CS or Cost Accountant |
| Certificate of registration | Issued by the Registrar | After approval | Registrar of Companies |
| Intimation to Registrar of Firms | Form 14 (physical) | Within 15 days of registration | LLP |
| LLP agreement | Form 3 | Within 30 days of incorporation | Designated partner |
| Notice in correspondence | Letterheads, invoices, emails | 12 months, from not later than 14 days after registration | LLP |
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).
| Point | Partnership firm | LLP |
|---|---|---|
| Law | Indian Partnership Act, 1932 | LLP Act, 2008 |
| Legal entity | Not separate from the partners | Body corporate with perpetual succession |
| Liability | Unlimited, joint and several | Limited to agreed contribution, except for fraud |
| Registration | State Registrar of Firms; optional | Registrar of Companies; mandatory |
| Annual filing | No ROC filing; income-tax return only | Form 11 by 30 May and Form 8 by 30 October, plus ITR |
| Audit | Tax audit if income-tax thresholds apply | Statutory audit only if turnover exceeds ₹40 lakh and contribution exceeds ₹25 lakh |
| Income-tax | Taxed as a firm | Taxed as a firm |
| Owning property, suing | In the partners' names | In the LLP's own name |
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.
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.
Illustrative scenario. Timelines depend on MCA processing and third-party consents.
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.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 15–25 working days (indicative)
Timeline: 25–35 working days (indicative)
Timeline: Conversion plus 12 months
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.
Confirm every partner will join the LLP, list secured creditors, licences and pending cases, and fix the contribution and designated partners.
Obtain DSCs for the designated partners and reserve the LLP name, in FiLLiP itself or earlier through RUN-LLP.
Collect the consent of all partners, secured-creditor consents where applicable, and the statement of assets and liabilities certified by a practising CA.
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.
Within 15 days of registration the LLP informs the Registrar of Firms in Form 14, so the firm's registration is closed.
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.
Tell us your requirement, a CA will call you in 30 minutes.
Partners stop being personally liable for the LLP's future debts; they remain liable for debts the firm incurred before conversion.
Property, contracts, employees, pending cases and licences move to the LLP by law, subject to the licensing Act, without a fresh start.
The statement of assets and liabilities and Form 17 are prepared and certified by practising professionals, which is what the MCA checks.
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.
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.
From ₹6,299 • 2–10 business days
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From ₹2,699 • About 10 days
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From ₹6,699/year • Annual retainer
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From ₹4,499 • 30–60 days
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