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Partnership to LLP Conversion in Delhi: Protect Your Personal Assets

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 07 April 2026 Verify Credentials →

Documents Required: Partnership deed, PAN of firm, partner ID and address proof, consent of all partners

Fees Starting From: Rs 7,499 (all-inclusive with Delhi stamp duty)

Eligibility: Registered partnership firm with 2+ partners, all partners must consent

Timeline: 15-25 working days from document submission to Certificate of Incorporation

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    Partnership to LLP Conversion for Delhi Firms

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

    Partnership to LLP conversion in Delhi lets existing partners gain limited liability protection, separate legal identity and perpetual succession - without dissolving the firm or triggering capital gains tax. The process is governed by Section 55 read with Schedule II of the LLP Act, 2008 and handled entirely through the MCA V3 portal with filings at RoC Delhi, Nehru Place.

    ParameterDetail
    Governing LawSection 55, Schedule II, LLP Act, 2008
    Applicable ToRegistered partnership firms with 2+ partners
    Timeline15-25 working days
    Cost Starting FromRs 7,499 (includes govt fees + Delhi stamp duty)
    Penalty for Non-ComplianceRs 100/day for late Form 3 filing under LLP Act
    Key FormsForm 17 + FiLLiP + Form 3 + Form 14
    Jurisdictional OfficeRoC Delhi, IFCI Tower, Nehru Place, New Delhi

    Delhi hosts over 15 lakh registered MSMEs and thousands of partnership firms operating across Connaught Place, Nehru Place and Okhla Industrial Area. Many of these firms - especially trading businesses in Chandni Chowk and Lajpat Nagar and professional services firms around ITO and Barakhamba Road - continue to operate under the Indian Partnership Act, 1932, exposing partners to unlimited personal liability for business debts. The RoC Delhi at IFCI Tower, Nehru Place processes all LLP conversion filings for the NCT of Delhi and Haryana. Delhi's stamp duty on the LLP agreement is capped at Rs 5,000 under the Delhi Stamp Act - among the lowest in the country.

    Patron Accounting's Delhi office manages the complete conversion process. Learn more about Partnership to LLP Conversion across India. Related services include LLP Registration and Partnership Firm Registration.

    Content is reviewed quarterly for accuracy.

    What is Partnership to LLP Conversion?

    Partnership to LLP conversion is the statutory process under Section 55 of the Limited Liability Partnership Act, 2008 whereby an existing registered partnership firm transforms into a Limited Liability Partnership without dissolution. The conversion transfers all assets, liabilities, rights and obligations of the firm to the newly formed LLP by operation of law under Schedule II of the LLP Act.

    The process preserves the firm's existing contracts, employment agreements and regulatory approvals while granting partners limited liability protection - each partner's liability is restricted to their agreed capital contribution. For Delhi's trading firms in Chandni Chowk handling crore-level inventory or manufacturing units in Okhla Industrial Area with significant machinery investments, this conversion eliminates the risk of personal assets being attached for business debts.

    The conversion is tax-neutral under Section 47(xiiib) of the Income Tax Act, 1961 - no capital gains tax is triggered on the transfer of assets from partnership to LLP, provided certain conditions under Section 56(2)(x) are met.

    For Delhi firms, the RoC at IFCI Tower, Nehru Place processes all conversion filings. Delhi's stamp duty on the LLP agreement is capped at Rs 5,000 - significantly lower than Maharashtra's Rs 50,000 cap.

    Key Terms for Partnership to LLP Conversion in Delhi:

    Section 55, LLP Act: Statutory provision enabling conversion of registered partnership firms into LLPs.

    Schedule II: Detailed conversion procedure - eligibility, partner continuation, property vesting, creditor rights.

    Form 17: Application and Declaration for Conversion of a firm into LLP.

    FiLLiP: Form for Incorporation of LLP - filed simultaneously with Form 17.

    Form 3: LLP Agreement filing within 30 days of incorporation. Late fee: Rs 100/day.

    Form 14: Intimation to Registrar of Firms about conversion, within 15 days.

    RUN-LLP: Reserve Unique Name for LLP on MCA portal. Rs 200 fee. Valid 90 days.

    APL-05 Partnership to LLP Conversion in Delhi
    Business Conversion Partnership to LLP Delhi

    Who Needs Partnership to LLP Conversion in Delhi?

    • Trading Firms in Chandni Chowk and Lajpat Nagar: Wholesale and retail traders holding substantial inventory and credit lines. Under the Indian Partnership Act, 1932, each partner bears unlimited liability. Converting to LLP limits liability to the agreed capital contribution.
    • IT Consultancies in Nehru Place: Technology firms and software consultancies that started as two-partner firms need LLP status to attract talent, formalise equity splits and protect founders from co-partner liability.
    • Manufacturing Units in Okhla Industrial Area: Manufacturers with significant plant and machinery investments need LLP conversion to ring-fence personal assets from business risks including supplier defaults and GST disputes.
    • Professional Services Firms in Connaught Place: CA firms, legal practices and architectural studios use LLP conversion to formalise partnerships with limited liability - ICAI recognises LLPs as a valid structure for CA firms.
    • SME Founders in Rohini and Pitampura: Family-run partnership firms can use conversion for succession planning - the LLP has perpetual succession and is not dissolved on a partner's death.

    Partnership to LLP Conversion Services - What Patron Handles

    ServiceWhat We Do
    Pre-Conversion Compliance AuditReview of partnership deed, partner KYC, pending ITR filings and creditor consents specific to Delhi-registered firms
    DSC ProcurementClass 3 DSC for all designated partners - mandatory for MCA V3 portal filings
    DPIN/DIN ApplicationDesignated Partner Identification Number through DIR-3 or integrated via FiLLiP form
    Name Reservation (RUN-LLP)Filing on MCA portal with name compliance check against existing LLPs and companies at RoC Delhi
    Form 17 + FiLLiP FilingComplete conversion application with CA-certified statement of assets and liabilities, filed with RoC Delhi at Nehru Place
    LLP Agreement DraftingCustom agreement on Delhi e-stamp paper (1% of capital, max Rs 5,000) covering profit-sharing, management and exit provisions
    Form 3 FilingLLP agreement submission within 30 days of incorporation. Late filing: Rs 100/day penalty
    Form 14 to Registrar of FirmsPhysical filing with Registrar of Firms, Delhi within 15 days to dissolve old partnership from records
    Post-Conversion CompliancePAN transfer, GST migration, bank account update and first annual return (Form 11) and statement of accounts (Form 8) guidance
    Our Process

    6-Step Partnership to LLP Conversion Process for Delhi Firms

    Patron Accounting handles the complete conversion from pre-conversion audit to post-conversion compliance - 15 to 25 working days average for Delhi firms.

    Step 1

    Pre-Conversion Groundwork

    Ensure the partnership firm is registered under the Indian Partnership Act, 1932 with the Registrar of Firms, Delhi. Obtain unanimous written consent from all partners. Clear all pending ITRs and obtain CA-certified statement of assets and liabilities. Obtain secured creditor consent.

    Firm registeredPartner consentCA-certified accounts
    Groundwork Done01
    Step 2

    Obtain DSC and DPIN

    Every designated partner must obtain a Class 3 Digital Signature Certificate (DSC) and Designated Partner Identification Number (DPIN) through DIR-3. Patron's Delhi office at Rohini handles DSC procurement within 1-2 working days.

    Class 3 DSCDPIN via DIR-31-2 days
    Identity Ready02
    Step 3

    Reserve LLP Name (RUN-LLP)

    File RUN-LLP on MCA V3 portal with Rs 200 fee. The proposed name must not conflict with existing entities at RoC Delhi. Typically identical to existing firm name with 'LLP' appended. Name valid for 90 days.

    MCA portal filingRs 200 feeValid 90 days
    RUN-LLPApproved
    Name Reserved03
    Step 4

    File Form 17 + FiLLiP with RoC Delhi

    Submit conversion application (Form 17) and LLP incorporation (FiLLiP) on MCA V3. Attach CA-certified accounts, ITR, creditor NOCs. Digitally signed by designated partners and certified by CA/CS/CMA. Government fees Rs 500-5,000.

    Form 17 + FiLLiPCA/CS certifiedAll attachments
    Form 17FiLLiP
    Application Filed04
    Step 5

    Receive Certificate of Incorporation

    RoC Delhi at IFCI Tower, Nehru Place issues Certificate of Registration (Form 19). LLP established as body corporate with separate legal identity and perpetual succession. Processing: 5-10 working days.

    Certificate issuedNew LLPINLegal entity
    CERTIFICATEof Incorporation
    LLP Registered05
    Step 6

    LLP Agreement + Post-Conversion

    Execute LLP agreement on Delhi e-stamp paper (1% of capital, max Rs 5,000). File Form 3 within 30 days. File Form 14 with Registrar of Firms within 15 days. Update PAN, GST, bank accounts to new LLP entity.

    Delhi e-stampForm 3 + Form 14PAN/GST migrated
    All Complete06

    Documents Required for Partnership to LLP Conversion in Delhi

    DocumentDetails
    Registered Partnership DeedCertified copy registered with Registrar of Firms, Delhi
    PAN Card of Partnership FirmValid PAN for ITR verification
    PAN and Aadhaar of All PartnersName must match across all documents
    Address Proof of All PartnersVoter ID, passport, driving licence or utility bill (not older than 2 months)
    Latest ITR AcknowledgementFiled ITR of partnership firm for most recent assessment year
    CA-Certified Statement of Assets and LiabilitiesMandatory CA certification, not earlier than 30 days before filing
    Consent of All PartnersWritten consent agreeing to conversion
    Secured Creditor NOCsNOC from all secured creditors of the partnership firm
    Registered Office Address ProofRent agreement + NOC from landlord + utility bill
    Delhi E-Stamp PaperFor LLP agreement via SHCIL e-stamping. 1% of capital, max Rs 5,000

    Common Challenges in Partnership to LLP Conversion in Delhi

    ChallengeImpactHow Patron Accounting Solves It
    RoC Delhi Processing DelaysHigher volumes during March-April and September-October peak seasons cause 7-15 day delaysPatron pre-screens all documents and files during optimal windows to minimise delays
    Name Rejection by MCADelhi's dense corporate landscape means proposed names frequently conflict with existing entitiesPatron pre-screens through MCA free name search and advises on unique naming strategies
    Stamp Duty on Property VestingDelhi/Haryana authorities sometimes treat conversion as property transfer requiring additional stamp dutyPatron advises based on judicial precedent - statutory vesting is not an ordinary property transfer
    Unregistered Firms Cannot ConvertMany Delhi trading firms operate without registration under Partnership Act, 1932Patron registers the firm first (2-4 weeks) then proceeds with LLP conversion
    Post-Conversion Licence TransferDelhi Shop Act, FSSAI, trade licences don't automatically transfer to the LLPPatron coordinates update of all licences and permits with issuing authorities

    Partnership to LLP Conversion Fees in Delhi 2026

    Fee ComponentAmount
    Patron Accounting Professional FeesStarting from INR 9,999 (Exl GST and Govt. Charges)
    All-Inclusive Conversion PackageFrom Rs 7,499 (includes govt fees + Delhi stamp duty)
    RUN-LLP (Name Reservation)Rs 200 (Government)
    FiLLiP (Incorporation)Rs 500 - Rs 5,000 (based on capital slab)
    Form 17 (Conversion)As per contribution slab
    DSC (per partner)Rs 1,500 - Rs 2,500 (included for 2 partners)
    Delhi Stamp Duty (LLP Agreement)1% of capital, max Rs 5,000 (Included)
    Form 3 (LLP Agreement Filing)Rs 50 - Rs 200 (Government)

    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 Conversion in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

    Timeline for Partnership to LLP Conversion in Delhi

    StageEstimated Timeline
    DSC + DPIN Procurement1-3 working days
    RUN-LLP Name Approval2-4 working days
    Form 17 + FiLLiP Processing at RoC Delhi5-10 working days
    Certificate of Incorporation1-2 days after approval
    LLP Agreement (Form 3)Within 30 days of incorporation
    Form 14 to Registrar of FirmsWithin 15 days of incorporation
    Total Estimated15-25 working days

    Delhi Stamp Duty Advantage: Delhi's stamp duty on LLP agreements (1% of capital, max Rs 5,000 under Delhi Stamp Act) is significantly lower than Maharashtra (1%, max Rs 50,000), making Delhi one of the most cost-effective locations for partnership to LLP conversion.

    Key Benefits

    Why Choose Patron for Partnership to LLP Conversion in Delhi

    Delhi Office Presence

    Patron's Delhi office at Rohini serves firms across Connaught Place, Okhla, Lajpat Nagar and Nehru Place. Walk-in consultations available for partners who prefer face-to-face meetings.

    Delhi Track Record

    Over 2,000 businesses registered and converted in Delhi NCR. Our CA team has processed conversions for trading firms, CA practices, IT consultancies and manufacturing units across all major commercial zones.

    RoC Delhi Familiarity

    Patron's CS team files regularly with RoC Delhi at IFCI Tower, Nehru Place. Familiarity with documentation preferences and processing patterns reduces rejection risk.

    End-to-End Turnaround

    From pre-conversion compliance audit to Certificate of Incorporation and post-conversion PAN/GST migration - single-window service. Average 18 working days for Delhi firms.

    Trusted by 10,000+ Businesses Across India

    10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years Experience

    "Patron handled our partnership to LLP conversion end-to-end. Zero paperwork hassle for our founding team."

    - Startup Founder, Delhi

    "We were facing ROC non-compliance notices. Patron sorted everything in 2 weeks."

    - Director, Delhi

    4-Office Signal: Pune, Mumbai, Delhi, and Gurugram.

    Partnership Firm vs LLP - Key Differences

    FeaturePartnership FirmLLP
    Governing LawIndian Partnership Act, 1932LLP Act, 2008
    LiabilityUnlimited - personal assets at riskLimited to capital contribution
    Legal EntityNot a separate legal entitySeparate legal entity - can own property, sue
    Perpetual SuccessionNo - dissolved on partner deathYes - continues regardless of partner changes
    Max Partners50 (Companies Act restriction)No upper limit
    Annual ComplianceITR filing onlyForm 8, Form 11 and ITR annually
    Mandatory AuditNo provisionOnly if turnover > Rs 40 lakh or contribution > Rs 25 lakh
    Delhi Stamp DutyPartnership deed - as per Delhi Stamp ActLLP agreement - 1% of capital, max Rs 5,000

    Related Services for Delhi Firms

    Legal Framework for Partnership to LLP Conversion

    Governing Acts: Limited Liability Partnership Act, 2008 (Sections 55-58, Schedule II) | Indian Partnership Act, 1932 (Section 4) | LLP Rules, 2009 (Rule 38) | Delhi Stamp Act (LLP agreement stamp duty)

    Section 55: Conversion from firm into LLP. All partners must become partners of the LLP.

    Section 58(4)(b): Transfer of property, assets, rights by operation of law. No separate conveyance required.

    Schedule II Para 3: Eligibility - all partners must continue as partners of the LLP.

    Schedule II Para 16: Partners remain personally liable for pre-conversion obligations.

    Penalties: Late Form 3: Rs 100/day under LLP Act | Non-filing Form 14 within 15 days: penalty under Schedule II, Para 17(2) | Non-mention of conversion in correspondence for 12 months: fine up to Rs 5 lakh under Para 17(3).

    Tax Treatment: No capital gains tax under Section 47(xiiib) of Income Tax Act, 1961 if conditions met. LLP taxed as partnership firm - no DDT, no MAT.

    Delhi-Specific: Delhi Stamp Act - LLP agreement stamp duty 1% of capital, max Rs 5,000. E-stamping mandatory via SHCIL. No Professional Tax in Delhi.

    Source: Ministry of Corporate Affairs (mca.gov.in), LLP Act 2008, Delhi Stamp Act

    Which RoC office handles partnership to LLP conversion in Delhi?

    The Registrar of Companies (RoC), NCT of Delhi and Haryana, located at 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi - 110019 handles all LLP conversion filings. All filings are electronic through MCA V3 portal - no physical visit required. Patron's Delhi team files regularly with this office.

    Can I get partnership to LLP conversion done online from Delhi?

    Yes - the entire process is 100% online through the MCA V3 portal. Form 17, FiLLiP and Form 3 are all web-based forms filed electronically with digital signatures. The only physical element is the LLP agreement on Delhi e-stamp paper, which Patron handles through SHCIL e-stamping.

    What is the partnership to LLP conversion fee in Delhi?

    Partnership to LLP conversion in Delhi costs from Rs 7,499 with Patron Accounting (all-inclusive). Government fees include Rs 200 for name reservation, Rs 500-5,000 for FiLLiP based on capital slab, and Delhi stamp duty at 1% of capital capped at Rs 5,000 - lower than Maharashtra's Rs 50,000 cap.

    How long does partnership to LLP conversion take in Delhi?

    Typically 15-25 working days from document submission to Certificate of Incorporation. DSC procurement 1-2 days, name approval 2-4 days, RoC Delhi processing 5-10 working days. Post-incorporation compliance (Form 3, Form 14) runs in parallel. Patron's pre-screening minimises rejection risk.

    Can an unregistered partnership firm convert to LLP in Delhi?

    No. Only firms registered under the Indian Partnership Act, 1932 are eligible under Section 55 of the LLP Act. Many Delhi trading firms in Chandni Chowk operate without registration. These must first register with the Registrar of Firms (2-4 additional weeks) before applying for conversion.

    Is stamp duty payable on property transfer during conversion?

    When assets vest in the LLP by operation of law under Schedule II of the LLP Act and no separate conveyance deed is executed, no additional stamp duty is payable. Only the LLP agreement stamp duty (1% of capital, max Rs 5,000 in Delhi) applies. Judicial precedent supports this position.

    What happens to existing contracts after conversion?

    Under Schedule II, Para 7 of the LLP Act, all contracts, agreements, employment arrangements, rights and obligations transfer to the LLP by operation of law. No new contracts needed. However, licences and permits (Delhi Shop Act, FSSAI, trade licence) must be separately updated.

    Quick Answers

    Partnership ko LLP mein kaise convert karein Delhi mein? Form 17 aur FiLLiP MCA portal par file karein. RoC Delhi at Nehru Place process karta hai. Patron Accounting Delhi office se poora kaam hota hai.

    Minimum capital kitna chahiye? No minimum capital required under LLP Act. Partners contribute as agreed in the LLP agreement.

    Delhi mein LLP agreement ki stamp duty kitni hai? 1% of capital contribution, maximum Rs 5,000 under Delhi Stamp Act. E-stamping via SHCIL mandatory.

    Don't Delay - Protect Your Personal Assets Today

    Partners in a Delhi partnership firm bear unlimited personal liability for every business debt, supplier default and legal claim. Every day of delay in converting to LLP extends this exposure. Late filing of Form 3 after incorporation attracts Rs 100/day penalty.

    Contact Patron's Delhi office: Call +91 945 945 6700 or WhatsApp us.

    Get Expert Partnership to LLP Conversion in Delhi

    Partnership to LLP conversion in Delhi is the most effective way for existing partnership firms to gain limited liability protection, separate legal entity status and perpetual succession without triggering capital gains tax. The process is handled entirely online through the MCA V3 portal with filings processed by RoC Delhi at Nehru Place. Delhi firms can complete the conversion in 15-25 working days.

    Patron Accounting's Delhi office at Rohini provides end-to-end CA-assisted conversion - from pre-conversion audit and DSC procurement to LLP agreement on Delhi e-stamp paper and post-conversion PAN/GST migration. 10,000+ businesses served, 15+ years experience, offices in Pune, Mumbai, Delhi, and Gurugram.

    Book a Free Consultation - No Obligation.

    Partnership to LLP Conversion Services Across India

    Patron Accounting provides partnership to LLP conversion in major cities. Select your city below.

    Content Created: 07 April 2026  |  Last Updated: 07 April 2026  |  Next Review: 07 October 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

    This page covers partnership to LLP conversion in Delhi including Form 17, FiLLiP filing, LLP agreement on Delhi e-stamp paper, RoC Delhi processing, and post-conversion compliance. Content reviewed semi-annually.