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Convert Partnership Firm to LLP in India: Complete Process for 2026

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Section 55, LLP Act 2008 + Schedule II: Dedicated conversion mechanism. All assets, liabilities, contracts vest in LLP on date of Certificate of Incorporation. Partnership firm stands dissolved.

Tax-Neutral Under Section 47(xiii) IT Act: No capital gains tax on asset transfer from firm to LLP if prescribed conditions are met. Section 72A(6A) allows loss carry forward.

All Partners Must Become LLP Partners: No additions or exits during conversion process. Unanimous consent mandatory. All Designated Partners need DPIN and Class 3 DSC.

Form LLP-3 Within 30 Days of COI: LLP Agreement must be filed within 30 days. Form 14 to Registrar of Firms within 15 days. Late filing blocks annual compliance.

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Our 3-partner accounting firm had two bank loans. Patron handled all bank NOC letters, DSC, FiLLiP filing, and LLP Agreement within 28 days. Far smoother than expected.
RK
Rajesh K.
CA Firm, Pune
★★★★★
2 months ago
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5-partner trading firm conversion. Patron managed the DPIN applications, secured creditor consent from SBI, and MCA filing. COI in 22 days from start.
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Ashish K.
Trading Firm, Mumbai
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Concerned about capital gains tax. Patron's CA team explained Section 47(xiii) conditions clearly and documented our profit-sharing ratio to protect the exemption.
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Priya D.
Services Firm, Delhi
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Post-conversion, Patron updated our GST, PAN, bank accounts, and even helped with FSSAI licence re-application. Complete handholding.
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Mahesh G.
Food Business, Bangalore
★★★★★
4 months ago
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Unregistered partnership firm. Patron registered us first, then converted to LLP in one seamless process. Both completed within 5 weeks.
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Professional Firm, Pune
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2 months ago

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Convert Partnership Firm to LLP - Complete Guide 2026

📌 TL;DR - Partnership to LLP Services at a Glance

Converting a partnership firm to LLP requires DSC for all partners, RUN-LLP name reservation, Form FiLLiP with CA-certified Statement of Assets and Liabilities and secured creditor consents, LLP Agreement (Form LLP-3) within 30 days of COI, and Form 14 to Registrar of Firms within 15 days. Tax-neutral under Section 47(xiii). Patron Accounting starting at INR 9,999 (Exl GST and Govt. Charges).

The LLP Act, 2008 provides a dedicated conversion mechanism under Section 55 and Schedule II so that the firm's business, assets, contracts, and obligations transfer seamlessly to the LLP without disruption.

ParameterDetails
Governing LawSection 55, LLP Act 2008; Paragraph 4, Schedule II; Rule 38, LLP Rules 2009
Key FormsRUN-LLP + Form FiLLiP + Form LLP-3 + Form 14
Critical PrerequisiteAll partners of firm must become partners of LLP - no additions or removals
DSC/DPINClass 3 DSC for all partners; DPIN mandatory for Designated Partners (min. 2)
LLP-3 DeadlineWithin 30 days of Certificate of Incorporation
Form 14 DeadlineWithin 15 days of COI - notify Registrar of Firms
Tax TreatmentCapital gains exempt under Section 47(xiii) IT Act 1961 if conditions satisfied

Partnership firm ko LLP mein kaise convert kare? Sabse pehle sabhi partners ke liye DSC aur Designated Partners ke liye DPIN lena hota hai. MCA portal par RUN-LLP se naam reserve karein, phir CA-certified Statement of Assets and Liabilities aur secured creditors ki consent lekar Form FiLLiP file karein. COI milne ke 30 din mein LLP Agreement (Form LLP-3) aur 15 din mein Form 14 file karna mandatory hai. Section 47(xiii) ke under koi capital gains tax nahi lagta.

Content is reviewed quarterly for accuracy.

What is Partnership to LLP Conversion?

Partnership to LLP conversion is the formal statutory process under Section 55 of the LLP Act, 2008 and Schedule II by which an existing partnership firm transforms into a Limited Liability Partnership - gaining separate legal entity status, limited liability protection, and perpetual succession - while all assets, liabilities, contracts, and obligations vest in the LLP on the date of the Certificate of Incorporation.

The conversion does not create a new entity from scratch - it transforms the existing firm. The partnership firm stands dissolved from the COI date. No fresh contract assignments needed, no business discontinuity, and no capital gains tax under Section 47(xiii) when conditions are met.

Key Terms for Partnership to LLP:

Form FiLLiP: Form for Incorporation of LLP - the primary MCA e-form for filing the conversion application with all attachments under Paragraph 4, Schedule II.

RUN-LLP: Reserve Unique Name for LLP on MCA portal. Must select 'Conversion of Firm into LLP' option. Name reservation valid 3 months.

Form 17: Statement of Assets and Liabilities of the partnership firm certified by a practising CA - mandatory attachment to Form FiLLiP.

Section 47(xiii): Income Tax Act 1961 provision exempting transfer of capital assets from firm to LLP from capital gains tax, subject to conditions.

Certificate of Incorporation: Issued by RoC confirming conversion. Partnership firm stands dissolved from this date. All assets vest in LLP.

Form 14: Intimation to Registrar of Firms within 15 days of COI to formally notify dissolution of the partnership firm.

LLP ACT S.55 + SCHEDULE II PARTNERSHIP LLP S.47(xiii) TAX NEUTRAL FiLLiP + LLP-3 + Form 14 Seamless Conversion
LLP Act S.55 Partnership to LLP

Prerequisites for Partnership to LLP Conversion

All conditions must be satisfied before filing:

  • Partnership firm must be registered under Indian Partnership Act, 1932
  • All existing partners must consent to conversion - unanimous consent mandatory under Schedule II
  • All partners of firm must become partners of LLP - no additions or exits during conversion
  • Minimum 2 Designated Partners (individuals, at least one India resident) must obtain DPIN/DIN and Class 3 DSC
  • All partners must obtain Class 3 DSC for digitally signing FiLLiP
  • All secured creditors must provide written consent to conversion
  • All pending income tax returns of partnership firm must be filed and acknowledged
  • No pending proceedings in any court or tribunal that could affect conversion
  • Partners must not be disqualified under Section 5 of LLP Act (unsound mind, undischarged insolvent)

Our Partnership to LLP Conversion Services

ServiceWhat We Do
Pre-Conversion ReviewEligibility check, partner headcount, secured creditor identification, ITR compliance status
DSC and DPIN ProcurementClass 3 DSC for all partners + DPIN (Form DIR-3) for all Designated Partners
RUN-LLP Name ReservationUp to 6 name options on MCA portal with 'Conversion of Firm into LLP' selection
Form 17 (Statement of A and L)Preparation and certification by our CA in practice - mandatory FiLLiP attachment
Form FiLLiP FilingComplete filing with secured creditor consents, Form 9, partner documents, CS/CA certification
LLP Agreement + Form LLP-3Drafting on stamp paper and filing within 30 days of COI
Form 14 + Post-Conversion UpdatesRegistrar of Firms intimation within 15 days + PAN, GST, bank, licence re-applications
Our Process

Step-by-Step: Partnership to LLP Conversion Procedure

Governed by Section 55 and Paragraph 4 of Schedule II to the LLP Act, 2008 read with Rule 38 of LLP Rules, 2009.

Step 1

Obtain Class 3 DSC for All Partners

All partners must have a valid Class 3 Digital Signature Certificate from any MCA-approved Certifying Authority. DSC procurement takes 1-2 working days.

DSC obtained All partners covered
CLASS 3 DSCALL PARTNERS
DSC Ready01
Step 2

Apply for DPIN for Designated Partners

Apply through Form DIR-3 on MCA portal (or embed within FiLLiP for up to 5 partners). Minimum 2 Designated Partners - both individuals, at least one India resident.

DPIN obtained Min 2 DPs ready
DPIN / DIR-3MIN 2 DPs
DPIN Ready02
Step 3

Reserve Name via RUN-LLP on MCA Portal

Select 'Conversion of Firm into LLP' from dropdown. Propose up to 6 names. Existing firm name can generally be retained with 'LLP' suffix. Valid 3 months.

Name reserved 3-month validity
RUN-LLPCONVERSION OPTION
Name OK03
Step 4

Prepare Statement of A and L (Form 17)

Get certified by a practising Chartered Accountant as true and correct. This is mandatory for Form FiLLiP. Reflects financial position of the firm.

Form 17 certified CA attestation done
FORM 17CA CERTIFIED
Form 17 OK04
Step 5

Obtain Secured Creditor Consents

Get written consent from each secured creditor (banks, NBFCs). This is a mandatory FiLLiP attachment. Often takes 2-4 weeks - the critical path.

All consents obtained Mandatory attachment ready
BANK NOCs2-4 WEEKS
Consents05
Step 6

File Form FiLLiP on MCA V3 Portal

Select 'Conversion of partnership firm into LLP'. Attach Form 17, secured creditor consents, Form 9, partner documents, proof of registered office. Certified by CS/CA.

FiLLiP filed All attachments included
FORM FiLLiPMCA V3 PORTAL
FiLLiP Filed06
Step 7

Receive Certificate of Incorporation

RoC issues COI. Partnership firm stands dissolved. All assets, liabilities, contracts, and proceedings vest in the LLP. The firm is removed from Register of Firms.

COI received Firm dissolved
COI ISSUED
LLP Born07
Step 8

File LLP Agreement (Form LLP-3) Within 30 Days

Draft on stamp paper. Objects clause must state LLP takes over firm's business per Sections 55 and 58. File Part B on MCA V3 within 30 days of COI.

LLP-3 filed Within 30 days
FORM LLP-330 DAYS
Agreement Filed08
Step 9

File Form 14 with Registrar of Firms

Notify Registrar of Firms within 15 days of COI with copy of COI. Formally notifies the dissolution of the partnership firm.

Form 14 filed Within 15 days
FORM 1415 DAYS
Firm Closed09
Step 10

Post-Conversion Registration Updates

Update PAN (name change), amend GST registration, update bank KYC with LLP documents, re-apply for FSSAI, IEC, professional licences.

PAN/GST updated Licences re-applied
ALL UPDATEDPANGST
Complete10

Documents Required for Partnership to LLP Conversion

From the Partnership Firm:

  • Registered Partnership Deed (all amendments)
  • Certificate of Registration under Indian Partnership Act, 1932
  • Statement of Assets and Liabilities certified by CA (Form 17)
  • Copy of acknowledgement of latest filed Income Tax Return
  • List of all secured creditors with their written consent
  • Partners' resolution unanimously approving conversion

From Each Partner:

  • Class 3 DSC + DPIN/DIN (for Designated Partners)
  • PAN card copy + Aadhaar or passport
  • Proof of residential address (utility bill/bank statement, not older than 2 months)
  • Form 9 - Consent to act as Designated Partner

For LLP Registered Office: Utility bill, NOC from owner (if rented), rent agreement/lease deed.

Common Challenges in Partnership to LLP Conversion

ChallengeImpactHow Patron Accounting Solves It
Secured Creditor Consent DelaysBanks/NBFCs take 2-4 weeks - often the longest delayWe prepare a standard secured creditor consent letter package and support expediting bank approvals.
Section 47(xiii) Condition MonitoringProfit-sharing ratio must be maintained post-conversion to retain tax exemptionWe document the original ratio and advise on permissible timelines for any restructuring.
Licences Do Not Auto-TransferGST, IEC, FSSAI, professional licences don't transfer to LLPComplete post-conversion update checklist provided. GST amendment and licence re-applications assisted.
LLP-3 Filing Missed Within 30 DaysAccumulates additional fees on slab basis; blocks annual complianceOur process calendar automatically triggers LLP-3 preparation the moment COI is received.

Fees for Partnership to LLP Conversion

Fee ComponentAmount
Patron Accounting Professional Fees - Basic (2-partner firm, same name, no secured creditors)Starting from INR 9,999 (Exl GST and Govt. Charges)
Standard (up to 4 partners, name change, up to 2 secured creditors)Starting at INR 14,999
Advanced (5+ partners or 3+ secured creditors or regulated sector)Starting at INR 19,999
Government Fees (RUN-LLP + FiLLiP + LLP-3 + Form 14)RUN-LLP: INR 200; FiLLiP: contribution slab-based; LLP-3: slab-based
Stamp Duty on LLP AgreementAs per State Stamp Act (varies by state)
DSC Procurement (per partner)At actuals

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.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Partnership to LLP consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for Partnership to LLP Conversion

StageEstimated Timeline
DSC procurement for all partners2-3 working days
DPIN application for Designated Partners2-3 working days (parallel with DSC)
RUN-LLP name reservation approval1-3 working days
Statement of A and L preparation and CA certification2-3 working days
Secured creditor consent (bank/NBFC)7-14 working days (often critical path)
Form FiLLiP preparation and filing1-2 working days
MCA processing and COI issuance5-7 working days
LLP Agreement + Form LLP-3 filing3-5 working days (within 30 days of COI)
Total (no secured creditors)15-20 working days
Total (with secured creditors)25-35 working days

Two hard deadlines after COI: Form LLP-3 within 30 days and Form 14 within 15 days. Secured creditor consent (7-14 days) is often the critical path. We initiate consent letters on Day 1.

Key Benefits

Benefits of Converting Partnership Firm to LLP

Limited Liability Protection

Partners' personal assets insulated from business debts and obligations - the primary reason most firms convert.

Tax-Neutral Conversion

No capital gains tax under Section 47(xiii) IT Act 1961. Section 72A(6A) allows carry forward of losses and unabsorbed depreciation.

Perpetual Succession

LLP continues regardless of partner changes, retirement, death, or insolvency - unlike partnership firms that dissolve on partner exit.

No Partner Cap

Partnership firms capped at 50 partners. LLPs have no upper limit. Better for scaling professional services firms.

Better Business Credibility

LLP structure preferred by corporates, government entities, and international clients for contracts and vendor empanelment.

Improved Fundraising

LLPs can raise capital from investors. FDI permitted subject to sector conditions. Partnership firms cannot receive FDI.

300+ Business Conversions - 100+ Partnership to LLP

Patron Accounting LLP | 5,000+ Clients | 300+ Conversions | 100+ Partnership to LLP | 4.8/5 Rating | Mumbai, Delhi, Pune, Bangalore

"Our 3-partner accounting firm had two bank loans as secured creditors. Patron Accounting handled all the bank NOC letters, DSC applications, FiLLiP filing, and LLP Agreement within 28 days. The process was far smoother than we expected." - Rajesh K., CA Firm Partner, Pune

Partnership Firm vs LLP: Key Differences

ParameterPartnership FirmLLP
Legal StatusNot a separate legal entitySeparate legal entity - body corporate
Partner LiabilityUnlimited - personal assets at riskLimited to agreed contribution amount
Perpetual SuccessionDissolves on partner exit or deathContinues regardless of partner changes
Max Partners50 (under Companies Act rules)No upper limit
Capital Gains on ConversionN/ATax-neutral under Section 47(xiii) IT Act
Annual ComplianceNo MCA filing; IT return; audit > INR 1 cr turnoverForm LLP-8, Form LLP-11; audit > INR 40L turnover or INR 25L contribution
Foreign InvestmentNot permittedPermitted subject to FDI policy and FEMA

Related Services

Legal Framework for Partnership to LLP Conversion

ProvisionRelevance
Section 55, LLP Act 2008Enables conversion. All assets and liabilities vest in LLP on COI date. Firm stands dissolved. Source: India Code - LLP Act
Schedule II, Para 4Prescribes procedure: consent of all partners, filing of application, name reservation, documents.
Rule 38, LLP Rules 2009Form FiLLiP as the conversion application form; specifies attachments, fees, RoC processing.
Section 58, LLP Act 2008All property, rights, liabilities vest in LLP. Pending proceedings against firm enforceable against LLP.
Section 47(xiii), IT Act 1961Capital gains exemption on firm-to-LLP conversion if conditions maintained. Source: MCA Portal
Section 72A(6A), IT Act 1961Carry forward of losses and unabsorbed depreciation of firm in hands of successor LLP.
Indian Partnership Act 1932Governs original firm. Removed from Register of Firms after Form 14 filing.

Frequently Asked Questions - Partnership to LLP Conversion

Get answers about converting partnership firm to LLP, Form FiLLiP, Section 47(xiii), prerequisites, and post-conversion updates.

Quick Answers

Which form for partnership to LLP conversion? Form FiLLiP on MCA V3 portal after RUN-LLP name reservation. Form LLP-3 within 30 days and Form 14 within 15 days of COI.

Capital gains tax on conversion? No - Section 47(xiii) IT Act exempts if all partners become LLP partners with same profit-sharing ratio.

Can unregistered firm convert? Rule 38 doesn't explicitly mandate registration, but MCA portal may require registration details. Verify current requirements.

Licences auto-transfer? No. GST, IEC, FSSAI, and all sector licences must be separately re-applied in the LLP's name after COI.

Two Hard Deadlines After COI - Don't Miss Either

Once the Certificate of Incorporation is issued, two mandatory deadlines start running simultaneously. Missing either creates compliance blocks.

  • Form LLP-3 (LLP Agreement): Within 30 days of COI - missing triggers additional fees on slab basis (1x to 50x normal fee) and blocks Form LLP-8 and Form LLP-11
  • Form 14 (Registrar of Firms): Within 15 days of COI - failure leaves the firm's registration record open
  • Section 47(xiii) conditions: Profit-sharing ratio must be maintained post-conversion - breach triggers deemed capital gains tax in year of breach
  • Licences don't auto-transfer: GST, IEC, FSSAI must be re-applied in LLP name immediately after COI

Convert Your Partnership Firm to LLP - Starting at INR 9,999

Converting a partnership firm to an LLP is one of the most strategically sound decisions for a growing Indian business. Limited liability, perpetual succession, no partner cap, and a tax-neutral conversion path under Section 47(xiii) - while the LLP Act ensures seamless vesting of all assets and contracts.

Patron Accounting's CA and CS team manages the complete process - from DSC and DPIN procurement to RUN-LLP, FiLLiP, LLP Agreement, and post-conversion licence updates - with 300+ successful conversions across India.

Starting at INR 9,999 (Exl GST and Govt. Charges) | 100+ Partnership to LLP Conversions | 4.8/5 Rating | 15-35 Working Days

Book a Free Consultation - No Obligation.

Partnership to LLP Conversion - Available in Your City

Patron Accounting provides expert LLP conversion services across major cities in India.

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Content Created: March 2026  |  Last Updated:  |  Next Review: March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers Partnership to LLP Conversion under Section 55, LLP Act 2008 and Schedule II. Section 47(xiii) IT Act 1961 tax exemption. LLP (Amendment) Act 2021 reflected.

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