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Ready to Convert Your Partnership Firm to LLP?
Get limited liability protection with capital gains exemption under Section 47(xiiib). Complete Form 17 filing from ₹4,999. Processed in 15 to 20 working days.
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End-to-end professional assistance with partnership to LLP conversion under Section 55 of the LLP Act, 2008.
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Partnership to LLP Conversion Package 2026
From ₹4,999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
DPIN for All Designated Partners
DSC (Class 3) Assistance
LLP Name Reservation via RUN-LLP
Form 17 Filing (Conversion Application)
Form 2 Filing (Incorporation Document)
LLP Agreement Drafting and Filing (Form 3)
Certificate of Registration
PAN and TAN Application for LLP
GST Migration from Firm to LLP
Post-Conversion Compliance Guide
*Government fees are additional and vary based on company structure
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Partnership firm to LLP conversion is the legal process of transforming an existing partnership firm into a Limited Liability Partnership under Section 55 of the LLP Act, 2008, granting partners limited liability while preserving all business assets and contracts.
The conversion is governed by Sections 55 to 58 and the Second Schedule of the LLP Act, 2008. When a partnership firm converts to LLP, all property, assets, interests, rights, privileges, liabilities, and obligations of the firm automatically vest in the new LLP under Section 56. Both registered and unregistered partnership firms qualify for this conversion, provided all partners consent and the required forms are filed with the MCA. The process involves filing Form 17 (Application for Conversion) and Form 2 (Incorporation Document) on the MCA portal. Total processing time is 15 to 20 working days. The partnership firm stands dissolved on the date of the Certificate of Registration, with no separate dissolution procedure required. Partners retain the same profit-sharing ratio and capital contribution amounts. This page covers the complete conversion process, costs, eligibility, required documents, tax implications, and post-conversion compliance for converting a partnership firm into an LLP.
Governing Law: LLP Act, 2008 (Section 55-58, Second Schedule) | Regulator: Ministry of Corporate Affairs (mca.gov.in) | Key Forms: Form 17, Form 2, Form 3 | Rules: LLP Rules 2009 (Rule 37-42)
Key Takeaways: Partnership to LLP conversion requires minimum 2 designated partners (1 Indian resident). Processing takes 15 to 20 working days. Total cost: ₹8,000 to ₹15,000 (varies by state and contribution amount). IncorpX professional fee: ₹4,999. Capital gains tax exemption available under Section 47(xiiib). You receive Certificate of Registration, LLPIN, and new PAN/TAN.
Data Sources: MCA portal (mca.gov.in), Income Tax Act 1961 (as amended by Finance Act 2026), LLP Act 2008, state stamp duty schedules | Methodology: Fee data verified against MCA fee schedule effective April 2026. Processing timelines based on 850+ conversion filings handled by IncorpX between 2020 and 2026. State stamp duty rates sourced from respective state government e-stamping portals.
Parameter
Value
Governing Law
LLP Act, 2008 (Section 55-58)
Regulator
MCA (mca.gov.in)
Processing Time
15 to 20 Working Days
Government Fee
₹1,800 to ₹7,000 (varies by contribution)
Professional Fee (IncorpX)
Starting ₹4,999
Key Forms
Form 17, Form 2, Form 3
Eligibility
Registered and unregistered firms
Benefits of Converting Partnership Firm to LLP
Converting a partnership firm to LLP provides concrete legal, financial, and operational advantages. Here are 8 specific benefits backed by the LLP Act, 2008 and the Income Tax Act, 1961. Read the detailed guide on LLP registration and conversion.
Limited Liability Protection
Partners' personal assets are protected from business debts. Liability is limited to the agreed contribution amount under the LLP Act. In a partnership, each partner risks personal property for firm liabilities.
Separate Legal Entity
The LLP can own property, enter contracts, and sue or be sued in its own name. The firm's identity transfers under Section 56. Partnership firms cannot hold property in the firm's name.
Tax Benefits Retained
Capital gains exemption under Section 47(xiiib) of the Income Tax Act. No additional tax burden on conversion if turnover does not exceed ₹60 lakhs and assets do not exceed ₹5 crore.
Flexible Management
No mandatory board meetings or complex governance. Partners manage the LLP with flexibility defined in the LLP Agreement. Add or remove partners without disrupting operations.
Business Continuity
All assets, liabilities, contracts, and legal proceedings transfer automatically under Section 56. Zero disruption to operations, client relationships, or vendor agreements.
No Minimum Capital
LLPs have no minimum capital requirement. Partners can start with any contribution amount they agree upon. No authorised capital concept like Private Limited Companies.
Enhanced Credibility
LLP status improves credibility with banks, vendors, and clients. MCA-registered entity with LLPIN on all documents. Easier access to institutional credit and government tenders.
Lower Compliance Burden
Fewer annual filings compared to Private Limited Companies. Only Form 8 and Form 11 required annually. No mandatory AGM, no board resolutions, no ROC returns like companies.
Eligibility for Partnership to LLP Conversion
Both registered and unregistered partnership firms can convert to LLP under Section 55 of the LLP Act, 2008. The Second Schedule prescribes these eligibility requirements. All partners must consent, and no body corporate restrictions apply to LLP partner eligibility.
Minimum Partners
2 (no upper limit for LLP)
Partner Consent
All partners must agree to conversion (Second Schedule)
Firm Type
Registered or unregistered under Indian Partnership Act, 1932
Designated Partners
Minimum 2; at least 1 must be Indian resident
DPIN
Required for all designated partners (₹500 each via DIR-3)
Not allowed; must settle minor's interest before conversion
Creditor NOC
Required from all secured creditors before filing Form 17
Warning: All partners must consent to the conversion. Even one dissenting partner can block the process under the Second Schedule of the LLP Act, 2008. Ensure unanimous agreement before initiating DPIN and DSC applications.
Common Doubt: Unregistered partnership firms can also convert to LLP. The Second Schedule does not mandate prior registration under the Indian Partnership Act, 1932. However, a valid partnership deed and consent from all partners is mandatory.
Documents Required for Partnership to LLP Conversion
Prepare these documents before initiating the conversion. All uploads must be colour PDF scans. The CA-certified statement of assets and liabilities must not be older than 30 days from the Form 17 filing date.
For All Partners
PAN CardSelf-attested copy of all partners; mandatory for identity verification
Address ProofAadhaar card, passport, or voter ID; self-attested, valid and current
Passport-Size PhotographsRecent photographs of all partners
DPIN AcknowledgmentDPIN obtained via DIR-3 for all designated partners; ₹500 per partner
For Partnership Firm
Partnership DeedOriginal or certified copy signed by all partners
CA-Certified Statement of Assets and LiabilitiesMust not be older than 30 days from the filing date of Form 17
NOC from Secured CreditorsNo Objection Certificate from all secured creditors, if applicable
Written Consent of All Partners (Form 3)Every partner must sign consent agreeing to the conversion
PAN Card of Partnership FirmSelf-attested copy of the firm's PAN
GST Registration CertificateIf applicable; needed for GST migration post-conversion
For Registered Office
Proof of Registered OfficeUtility bill (not older than 2 months) plus ownership proof or rent agreement
NOC from Property OwnerNo Objection Certificate if office is rented
Pro Tip: Avoid Rejection
Get the statement of assets and liabilities certified by a CA close to your planned Form 17 filing date. The document must not be older than 30 days. Filing with an expired statement is the most common rejection reason.
Partnership to LLP Conversion Cost in 2026
Every cost component is listed below, split between government fees (paid to MCA and state authorities) and professional fees (paid to IncorpX). Total cost for a 2-partner firm ranges from ₹8,000 to ₹15,000.
Component
Amount (₹)
Notes
Form 17 (Conversion Application)
₹50 to ₹5,000
Based on LLP contribution amount
Form 2 (Incorporation Document)
₹500
Standard filing fee
Form 3 (LLP Agreement)
₹50
Filed within 30 days of registration
Form 4 (Partner Appointment)
₹50/partner
Per designated partner
RUN-LLP (Name Reservation)
₹200
Valid for 90 days; resubmission ₹200
DPIN (DIR-3)
₹500/partner
Per designated partner
DSC (Class 3)
₹1,500 to ₹2,000/partner
Valid 2 years; waived if partner holds valid DSC
Stamp Duty (LLP Agreement)
₹500 to ₹5,000
Varies by state (see table below)
IncorpX Professional Fee
Starting ₹4,999
All-inclusive; CA/CS certification included
Total (2 partners, low contribution)
₹8,000 to ₹15,000
State and contribution dependent
State-Wise Stamp Duty on LLP Agreement
Stamp duty on the LLP Agreement is paid on non-judicial stamp paper or via e-stamping. Rates depend on the state where the LLP's registered office is located.
State
Stamp Duty (₹)
Delhi
₹1,000 to ₹1,500
Maharashtra
₹1,000 to ₹5,000
Karnataka
₹500 to ₹1,000
Tamil Nadu
₹500 to ₹1,000
Gujarat
₹500 to ₹1,000
West Bengal
₹1,000 to ₹2,000
Rajasthan
₹500 to ₹1,000
Uttar Pradesh
₹500 to ₹1,000
Pricing Note: Government fees for Form 17 are based on the LLP contribution amount. Firms with lower contribution pay as little as ₹50, while higher contribution amounts attract fees up to ₹5,000. Government fees and stamp duty are charged at actuals. No hidden charges. DSC cost is waived if partners already hold a valid Class 3 DSC.
Step-by-Step Process to Convert Partnership Firm to LLP
The partnership to LLP conversion involves 8 steps, takes 15 to 20 working days, and costs ₹4,999 onwards in professional fees. All filings are done online via the MCA portal. Read the step-by-step LLP registration guide for additional context on LLP filing procedures.
Step 1: Obtain DPIN and DSC for All Designated Partners
Apply for Designated Partner Identification Number (DPIN) via DIR-3 form on the MCA portal. Fee is ₹500 per partner. Obtain Class 3 Digital Signature Certificate (DSC) for all designated partners at ₹1,500 to ₹2,000 each. Minimum 2 designated partners required, with at least 1 Indian resident.
Portal: MCA (mca.gov.in) | Form: DIR-3 | Time: 3 to 5 working days
Step 2: Reserve LLP Name via RUN-LLP
File the RUN-LLP form on the MCA portal to reserve a unique name for the LLP. Fee is ₹200. The name can match the existing partnership firm name or be a new name. MCA processes name reservations within 2 to 3 working days. Reserved names are valid for 90 days.
Portal: MCA | Form: RUN-LLP | Time: 2 to 3 working days
Step 3: Obtain Consent of All Partners
Secure written consent from every partner of the partnership firm for conversion to LLP. This is mandatory under the Second Schedule of the LLP Act, 2008. Even one dissenting partner can block the conversion. Prepare Form 3 (consent and LLP Agreement details).
Requirement: Second Schedule, LLP Act | Time: 1 to 2 working days
Step 4: Prepare Statement of Assets and Liabilities
Get a Chartered Accountant (CA) to prepare and certify the statement of assets and liabilities of the firm. This document must not be older than 30 days from the date of filing Form 17. Obtain NOC from secured creditors if the firm has any outstanding secured loans.
Certification: Practising CA | Validity: 30 days from filing | Time: 3 to 5 working days
Step 5: File Form 17 (Application for Conversion)
File Form 17 with the Registrar of Companies (RoC) via the MCA portal. This is the primary conversion application under Section 55 of the LLP Act. Attach the partnership deed, consent of partners, statement of assets and liabilities, and NOC from creditors. Government fee ranges from ₹50 to ₹5,000 based on contribution amount.
Portal: MCA | Form: Form 17 | Fee: ₹50 to ₹5,000
Step 6: File Form 2 (Incorporation Document)
File Form 2 (Incorporation Document and Subscriber Statement) along with Form 17. This form contains details of the LLP, its partners, registered office, and contribution details. Government fee is ₹500. A practicing CA or CS must certify the form.
Step 7: Receive Certificate of Registration as LLP
Upon verification of all documents, the Registrar issues a Certificate of Registration confirming the conversion. This typically takes 10 to 15 working days from filing. The partnership firm stands dissolved on the date mentioned in the certificate. The LLP receives a new LLPIN (LLP Identification Number).
Issuer: Registrar of Companies | Time: 10 to 15 working days
Step 8: Complete Post-Conversion Formalities
File LLP Agreement (Form 3) within 30 days of incorporation. Notify the Registrar of Firms within 15 days under Section 57. Apply for new PAN and TAN in the LLP name. Migrate GST registration from firm to LLP. Update bank accounts, licences, and contracts. Display "Converted from [firm name]" for 12 months.
Deadline: Form 3 within 30 days | Section 57 notice within 15 days
Common Mistake: Filing Form 17 with a statement of assets and liabilities older than 30 days is the most common rejection reason. Coordinate CA certification with your filing date to avoid resubmission delays.
10 Mistakes to Avoid During Partnership to LLP Conversion
Based on IncorpX's experience filing 850+ partnership to LLP conversions, these are the 10 most frequent mistakes that cause rejections, delays, or post-conversion penalties. Each mistake includes the specific consequence and how to avoid it.
Filing Form 17 with an Expired CA Certificate
The CA-certified statement of assets and liabilities must not be older than 30 days from the filing date. This causes 25% of all Form 17 rejections. Schedule CA certification within 5 working days of your planned filing date.
Not Obtaining Consent from All Partners
The Second Schedule requires unanimous consent. Even one dissenting partner blocks conversion. Get written consent via Form 3 before spending on DPIN and DSC. A single holdout wastes ₹3,000 to ₹5,000 in non-refundable government fees.
Ignoring the 15-Day Registrar of Firms Notification
Under Section 57 of the LLP Act, you must notify the Registrar of Firms within 15 days of the Certificate of Registration. Missing this deadline attracts a penalty of up to ₹5 lakh on the LLP and ₹1 lakh on each partner.
Delaying PAN and GST Migration
The partnership firm's PAN becomes invalid on conversion. Delaying the new PAN application (Form 49A) beyond 30 days blocks GST return filing, TDS compliance, and bank account operations. Apply for PAN within 7 days of receiving the certificate.
Changing Profit-Sharing Ratio Within 5 Years
Altering the profit-sharing ratio within 5 years of conversion triggers retroactive capital gains tax under Section 47(xiiib). The tax applies on the full value of assets transferred, not just the changed portion. Maintain identical ratios for the full 5-year period.
Not Obtaining NOC from Secured Creditors
Filing Form 17 without a No Objection Certificate from secured creditors results in rejection. Contact all banks and lenders at least 15 working days before your planned filing date to allow time for NOC processing.
Missing the 30-Day LLP Agreement Filing Deadline
Form 3 (LLP Agreement) must be filed within 30 days of registration. Late filing attracts ₹100 per day penalty with no upper cap. An LLP that delays 6 months pays ₹18,000 in late fees alone.
Converting When Turnover Exceeds ₹60 Lakhs
If your firm's turnover exceeds ₹60 lakhs or total assets exceed ₹5 crore, the Section 47(xiiib) capital gains exemption does not apply. Verify your previous year's financials before initiating conversion. Consider timing the conversion at the start of a financial year with lower turnover.
Not Updating Employee Records Post-Conversion
PF, ESI, and TDS records must be updated with the LLP name and new PAN within 30 days. Failure to update causes mismatches in Form 16, PF returns, and ESI challans, leading to notices from EPFO and income tax authorities.
Forgetting to Display "Converted from [Firm Name]" for 12 Months
The LLP must display the statement "Converted from [partnership firm name]" on all correspondence, invoices, and official documents for 12 months after conversion. Non-compliance attracts penalties under the LLP Act.
IncorpX Advantage: Our 8-point pre-filing checklist catches all 10 mistakes listed above before Form 17 submission. In 2025-26, 98% of IncorpX-filed conversions received approval on the first attempt without resubmission.
Tax Implications of Partnership to LLP Conversion
The most significant advantage of partnership to LLP conversion is the capital gains tax exemption under Section 47(xiiib) of the Income Tax Act, 1961. This provision treats the transfer of assets from the firm to the LLP as a non-taxable event, subject to specific conditions.
Conditions for Capital Gains Exemption (Section 47(xiiib))
All five conditions must be satisfied simultaneously. Violation of any condition within the prescribed period triggers retroactive capital gains taxation on the transfer.
Condition
Requirement
Compliance Period
Turnover Limit
Total sales/turnover/gross receipts in preceding year must not exceed ₹60 lakhs
At time of conversion
Asset Value Limit
Total book value of assets must not exceed ₹5 crore
At time of conversion
Profit-Sharing Ratio
Same ratio as in partnership firm must continue in LLP
5 years from conversion
Asset Transfer
All assets and liabilities credited at book value only
At time of conversion
Accumulated Profits
No consideration paid to partners from accumulated profits
3 years from conversion
Carry Forward of Losses
Business losses and unabsorbed depreciation of the partnership firm carry forward to the LLP under the Income Tax Act, provided the Section 47(xiiib) conditions are satisfied. The losses are available for set-off in the hands of the LLP for the remaining period. If the profit-sharing ratio changes within 5 years, the carry-forward benefit may be disallowed.
PAN and GST Implications
The partnership firm's PAN becomes invalid after conversion. Apply for a new PAN in the LLP's name using Form 49A within 30 days via the Income Tax portal. The old PAN should be surrendered. Migrate GST registration from firm to LLP by filing an amendment on the GST portal within 15 days. The existing GSTIN remains the same after migration.
Warning: If turnover exceeds ₹60 lakhs or assets exceed ₹5 crore, the Section 47(xiiib) capital gains exemption will NOT apply. The transfer will be treated as a taxable event. Verify your firm's financials before initiating conversion.
Tax Tip: Maintain the same profit-sharing ratio among partners for at least 5 years after conversion to retain the capital gains exemption. Any change in ratio within 5 years triggers retroactive taxation on the original asset transfer.
Post-Conversion Compliance Requirements
After receiving the Certificate of Registration, the converted LLP must complete these compliance requirements. Missing deadlines attracts penalties under the LLP Act, 2008. Review LLP annual compliance requirements for ongoing obligations.
Deadline Alert: Missing the 15-day deadline to notify the Registrar of Firms under Section 57 attracts a penalty of up to ₹5 lakh on the LLP and ₹1 lakh on each partner. Set a calendar reminder immediately after receiving the Certificate of Registration.
Partnership Firm vs LLP: Key Differences
Understanding the structural differences between a partnership firm and an LLP helps evaluate the conversion benefits. Compare Private Limited vs LLP if you are also considering company incorporation.
Parameter
Partnership Firm
LLP
Governing Law
Indian Partnership Act, 1932
LLP Act, 2008
Legal Status
Not a separate legal entity
Separate legal entity (body corporate)
Liability
Unlimited (personal assets at risk)
Limited to agreed contribution
Minimum Partners
2
2
Maximum Partners
50
No limit
Registration
Optional (under Partnership Act)
Mandatory (with MCA)
Annual Filing
No mandatory MCA filing
Form 8, Form 11 annually
Audit Requirement
If turnover exceeds ₹1 crore
If turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh
All assets, contracts, liabilities transfer automatically
New entity; requires separate asset transfer
Capital Gains Tax
Exempt under Section 47(xiiib)
Taxable on asset transfer from firm
Cost (2 partners)
₹8,000 to ₹15,000
₹6,000 to ₹10,000
Timeline
15 to 20 working days
10 to 15 working days
Advantages of Partnership to LLP Conversion
Limited Liability Protection
Partners' personal assets, including homes, savings, and vehicles, are protected from business debts. Liability is limited to the agreed contribution amount.
Separate Legal Entity Status
LLP can own property, enter contracts, open bank accounts, and sue or be sued in its own name. The LLP exists independently of its partners.
Capital Gains Tax Exemption
Section 47(xiiib) of the Income Tax Act exempts capital gains on asset transfer during conversion. No tax outflow if turnover does not exceed ₹60 lakhs and assets do not exceed ₹5 crore.
Business Continuity
All assets, liabilities, contracts, and pending legal proceedings transfer automatically to the LLP under Section 56. No separate assignment or novation required.
No Minimum Capital Requirement
LLPs have no minimum capital requirement. Partners can contribute any amount they agree upon. No authorised capital restrictions.
Lower Compliance Than Companies
Only Form 8 and Form 11 required annually. No mandatory AGM, board resolutions, or statutory audit below ₹40 lakh turnover.
Enhanced Market Credibility
MCA-registered entity with LLPIN. Trusted by banks for institutional credit, government tenders, and corporate partnerships.
Disadvantages of Partnership to LLP Conversion
Unanimous Partner Consent Required
All partners must consent to the conversion. Even a single dissenting partner can block the entire process. No majority-based decision allowed under the Second Schedule.
Additional Annual Compliance
LLPs must file Form 8 and Form 11 annually with MCA. Late filing attracts a penalty of ₹100 per day. Partnership firms have no such mandatory annual filing.
Strict Tax Exemption Conditions
Section 47(xiiib) exemption requires turnover not exceeding ₹60 lakhs, assets not exceeding ₹5 crore, and maintaining the same profit-sharing ratio for 5 years. Violation triggers retroactive taxation.
Cannot Raise Equity Funding
LLPs cannot issue shares or raise equity investment. If you plan to raise venture capital, angel funding, or issue ESOPs, a Private Limited Company is the better choice.
Client Success Stories: Partnership to LLP Conversion
These are 3 recent partnership to LLP conversions handled by IncorpX. Each case highlights specific conversion scenarios, timelines, and outcomes. Client details shared with permission.
Sharma and Associates, Chartered Accountants, Delhi
"Our CA partnership firm with 4 partners and ₹38 lakh turnover converted to LLP in 17 working days. IncorpX handled DPIN for all 4 partners, Form 17 filing, and the LLP Agreement. Total cost was ₹12,500 including government fees. The capital gains exemption under Section 47(xiiib) saved us ₹4.2 lakh in tax on asset transfer. The GST migration was completed within 10 days of receiving the certificate."
- CA Vikram Sharma, Designated Partner | Converted: March 2026
Patel Brothers Trading, Ahmedabad, Gujarat
"We ran an unregistered partnership for 12 years. IncorpX confirmed that unregistered firms can also convert under Section 55. The conversion took 19 working days. Our 3 secured creditors issued NOCs within 8 days after IncorpX drafted the NOC request letters. Total cost was ₹10,800. We now have limited liability protection and our LLPIN on all invoices."
- Kiran Patel, Designated Partner | Converted: January 2026
Reddy and Naidu Architects, Hyderabad, Telangana
"Our architecture partnership had ₹52 lakh turnover and ₹3.8 crore in assets, so we qualified for the Section 47(xiiib) exemption. IncorpX coordinated the CA certificate to be dated just 4 days before Form 17 filing, avoiding the 30-day expiry issue. The conversion cost ₹11,200 total. IncorpX also handled the post-conversion PAN, TAN, and Registrar of Firms notification within the 15-day deadline."
- Ar. Suresh Reddy, Designated Partner | Converted: November 2025
IncorpX has a 4.8/5 rating on Google with 500+ verified client reviews across all services. Our partnership to LLP conversion service has a 98% first-attempt approval rate and an average processing time of 17 working days. Reviews available on Google Maps.
Latest Regulatory Updates: Partnership to LLP Conversion 2026
Stay current with these recent MCA and Income Tax updates affecting partnership to LLP conversions. IncorpX monitors all regulatory changes and updates this page within 7 working days of any notification.
Date
Update
Impact
April 2026
MCA V3 portal launched with updated Form 17 and Form 2 filing interface
New digital signing process; IncorpX updated filing procedures on day 1
February 2026
LLP Settlement Scheme 2024 extended for pending Form 3 and Form 8 filings
Converted LLPs with late filings can regularise at reduced penalties
No change in capital gains exemption eligibility for conversions
October 2025
MCA General Circular 10/2025: Clarification on DPIN revalidation for designated partners
Existing DPIN holders do not need fresh DPIN for conversion
IncorpX Service Guarantee
IncorpX provides these written guarantees for every partnership to LLP conversion engagement. Our team includes ICAI-qualified Chartered Accountants and ICSI-qualified Company Secretaries with combined experience of 15+ years in MCA filings.
100% Money-Back Guarantee
If your partnership to LLP conversion is rejected due to an error by IncorpX (not client-side document issues), we refund the full professional fee of ₹4,999. Government fees are non-refundable as they are paid directly to MCA.
15 to 20 Day Processing Guarantee
We file Form 17 and Form 2 within 5 working days of receiving all documents. If our filing causes a delay beyond 20 working days, we waive post-conversion support fees (PAN, GST migration, Registrar notification).
Dedicated CA/CS Support
Every conversion is assigned a dedicated CA (ICAI) or CS (ICSI) professional. Direct WhatsApp and email access during the conversion. Post-conversion support for 90 days covering Form 3 filing, PAN, TAN, and GST migration.
Class 3 DSC for designated partners. Required for all MCA filings during LLP conversion.
Frequently Asked Questions About Partnership to LLP Conversion
Below are 38 questions sourced from real search queries, MCA guidelines, and IncorpX's experience handling 850+ partnership to LLP conversions since 2020. Each answer includes specific data points, relevant Act sections, and ₹ amounts. All fee data verified against MCA fee schedules effective April 2026.
Partnership firm to LLP conversion is a legal process under Section 55 of the LLP Act, 2008 that transforms an existing partnership firm into a Limited Liability Partnership. All assets, liabilities, contracts, and legal proceedings transfer to the LLP under Section 56. Partners gain limited liability protection while the business continues without interruption.
Section 55 of the LLP Act, 2008 governs the conversion of partnership firms into LLPs. It requires filing Form 17 (Application for Conversion) and Form 2 (Incorporation Document) with the Registrar. The procedure follows the Second Schedule of the LLP Act. Both registered and unregistered firms can apply for conversion under this section.
Form 17 is the Application and Statement for Conversion filed with the MCA under Section 55 of the LLP Act. It contains details of the partnership firm, all partners, assets, and liabilities. Government fee ranges from ₹50 to ₹5,000 based on the LLP contribution amount. A CA or CS must certify the form.
The Second Schedule of the LLP Act, 2008 prescribes the procedure for conversion of firms into LLPs. It lists conditions including all partners' consent, filing of Forms 17 and 2, submission of a CA-certified statement of assets and liabilities, and NOC from secured creditors. Non-compliance attracts penalties under Section 57.
Under Section 56 of the LLP Act, the partnership firm is dissolved on the date mentioned in the Certificate of Registration. All property, assets, interests, rights, and privileges vest in the LLP. Existing liabilities, obligations, and pending legal proceedings continue against the LLP. Partners must display "Converted from [firm name]" for 12 months.
DPIN (Designated Partner Identification Number) is a unique identification number mandatory for all designated partners of an LLP. Apply via DIR-3 form on the MCA portal at ₹500 per partner. Minimum 2 designated partners required, with at least one being an Indian resident. DPIN must be obtained before filing Form 17.
No, a minor cannot become a partner in an LLP. Under the LLP Act, 2008, all partners must be individuals of at least 18 years of age or body corporates. If the partnership firm has a minor partner admitted to benefits, the minor's interest must be settled before filing Form 17 for conversion.
Under Section 56 of the LLP Act, all existing contracts, agreements, and arrangements of the partnership firm continue in force against the converted LLP. No separate assignment or novation is required. Counterparties must be intimated of the conversion, and the LLP assumes all contractual obligations from the date of the certificate.
The partnership firm's PAN becomes invalid after conversion. The converted LLP must apply for a new PAN in the LLP's name using Form 49A within 30 days. The old PAN should be surrendered to the Income Tax Department. Update the new PAN across all bank accounts, GST registration, and TDS returns immediately.
The LLP Agreement defines the rights, duties, and profit-sharing ratio among partners. It replaces the partnership deed after conversion. File the LLP Agreement via Form 3 with the MCA within 30 days of the date of incorporation. Government fee is ₹50. Stamp duty on the LLP Agreement varies by state, ranging from ₹500 to ₹5,000.
Section 47(xiiib) provides that the transfer of capital assets from a partnership firm to an LLP during conversion is not treated as a transfer for capital gains purposes. This exemption requires: turnover not exceeding ₹60 lakhs, assets not exceeding ₹5 crore, same profit-sharing ratio maintained for 5 years, and no consideration paid to partners from accumulated profits for 3 years.
Yes, both registered and unregistered partnership firms can convert to LLP under Section 55 of the LLP Act, 2008. The Second Schedule does not mandate prior registration under the Indian Partnership Act, 1932. However, the firm must have a valid partnership deed and all partners must consent to the conversion by signing Form 3.
Post-conversion obligations include: filing Form 3 (LLP Agreement) within 30 days, notifying the Registrar of Firms within 15 days under Section 57, applying for new PAN and TAN, migrating GST registration, updating bank accounts and licences, displaying "Converted from [firm name]" for 12 months, and filing annual returns (Form 8 and Form 11).
File Form 17 (conversion application) and Form 2 (incorporation document) with the MCA portal. First, obtain DPIN and DSC for designated partners, reserve LLP name via RUN-LLP (₹200), get all partners' consent, prepare CA-certified statement of assets and liabilities, then file both forms. The Registrar issues a Certificate of Registration within 15 to 20 working days.
Required documents include: partnership deed (original or certified copy), PAN cards and address proof of all partners, proof of registered office with utility bill, CA-certified statement of assets and liabilities (not older than 30 days), NOC from secured creditors, consent of all partners (Form 3), and passport-size photographs. Designated partners also need DSC and DPIN.
The conversion process takes 15 to 20 working days from the date of filing Form 17. Name reservation via RUN-LLP takes 2 to 3 days, DPIN and DSC procurement takes 3 to 5 days, and the Registrar processes Forms 17 and 2 within 10 to 15 days. Post-conversion formalities (PAN, GST migration, Form 3) take an additional 15 to 30 days.
Yes, all partners must consent to the conversion under the Second Schedule of the LLP Act, 2008. Written consent is submitted via Form 3 with the MCA. Even a single dissenting partner can block the entire conversion process. All partners of the firm must become partners of the LLP with the same capital contribution and profit-sharing ratio.
The existing GST registration migrates from the partnership firm to the LLP. File an amendment application on the GST portal within 15 days of receiving the Certificate of Registration. Update the legal name, PAN, and entity type from "Partnership" to "LLP." No new registration is needed; the existing GSTIN remains the same after migration.
Yes, but you must obtain a No Objection Certificate (NOC) from all secured creditors before filing Form 17. Under Section 56, all liabilities of the firm transfer to the LLP. Unsecured creditors must be intimated of the conversion. Loan terms, repayment schedules, and security interests continue unchanged against the converted LLP.
Under Section 57 of the LLP Act, the converted LLP must file a notice with the Registrar of Firms within 15 days of the date of registration as LLP. This notice confirms that the partnership firm has been converted and dissolved. Non-compliance attracts a penalty of up to ₹5 lakh on the LLP and ₹1 lakh on each partner.
Technically, employment contracts continue under Section 56 of the LLP Act, as all agreements of the firm transfer to the LLP. However, issuing updated appointment letters with the LLP name, new PAN, and updated entity details is recommended for PF, ESI, and TDS compliance. Inform employees formally within 30 days of the conversion certificate date.
Total cost ranges from ₹8,000 to ₹15,000 for a 2-partner firm. Government fees include Form 17 (₹50 to ₹5,000), Form 2 (₹500), RUN-LLP (₹200), DPIN (₹500/partner), and Form 3 (₹50). DSC costs ₹1,500 to ₹2,000 per partner. Stamp duty on LLP Agreement varies from ₹500 to ₹5,000 by state. Professional fees start at ₹4,999.
Government fees include: Form 17 filing: ₹50 to ₹5,000 (based on LLP contribution amount), Form 2 filing: ₹500, Form 3 filing: ₹50, Form 4: ₹50 per partner, RUN-LLP name reservation: ₹200, and DPIN: ₹500 per designated partner. Total government fees for a 2-partner firm with low contribution amount total between ₹1,800 and ₹7,000.
Stamp duty applies on the LLP Agreement and varies by state. Delhi: ₹1,000 to ₹1,500; Maharashtra: ₹1,000 to ₹5,000; Karnataka: ₹500 to ₹1,000; Tamil Nadu: ₹500 to ₹1,000; Gujarat: ₹500 to ₹1,000; West Bengal: ₹1,000 to ₹2,000. Stamp duty is paid on non-judicial stamp paper or via e-stamping and depends on the LLP contribution amount.
No turnover limit exists for the conversion itself under Section 55 of the LLP Act. However, the capital gains tax exemption under Section 47(xiiib) of the Income Tax Act applies only if the firm's total sales, turnover, or gross receipts in the preceding year do not exceed ₹60 lakhs and total book value of assets does not exceed ₹5 crore.
Annual LLP compliance costs include: Form 8 (Statement of Account and Solvency) filing fee ₹50, Form 11 (Annual Return) filing fee ₹50 to ₹200, income tax return filing, and professional CA/CS fees. Total annual compliance cost ranges from ₹5,000 to ₹15,000 depending on LLP turnover and whether audit is required (mandatory if turnover exceeds ₹40 lakhs or contribution exceeds ₹25 lakhs).
No, capital gains tax is exempt under Section 47(xiiib) of the Income Tax Act, provided all conditions are met: firm's turnover not exceeding ₹60 lakhs, book value of assets not exceeding ₹5 crore, all partners become LLP partners with the same profit-sharing ratio for 5 years, no consideration paid from accumulated profits for 3 years. If conditions are violated, capital gains become taxable retroactively.
Yes, business losses and unabsorbed depreciation of the partnership firm carry forward to the LLP under the Income Tax Act, provided the Section 47(xiiib) conditions are satisfied. The losses are carried forward in the hands of the LLP for the remaining period. If the profit-sharing ratio changes within 5 years, the carry-forward benefit may be disallowed.
IncorpX's professional fee starts at ₹4,999 (all-inclusive) for partnership to LLP conversion. This covers DPIN application, DSC assistance, RUN-LLP name reservation, Form 17 and Form 2 drafting and filing, LLP Agreement preparation, Form 3 filing, and post-conversion support including PAN application, GST migration, and Registrar of Firms notification. Government fees and stamp duty are charged at actuals.
A partnership firm has unlimited liability for all partners under the Indian Partnership Act, 1932, while an LLP provides limited liability to partners under the LLP Act, 2008. An LLP is a separate legal entity that can own property and sue in its own name. LLPs require annual MCA filing (Form 8, Form 11), while partnership firms have no mandatory annual filing.
Conversion under Section 55 preserves the existing business with all assets, liabilities, and contracts transferring automatically (Section 56). Fresh LLP registration creates a new entity requiring asset transfer, new contracts, and capital gains tax liability. Conversion costs ₹8,000 to ₹15,000 vs fresh registration at ₹6,000 to ₹10,000, but conversion avoids disruption and tax outflow.
Choose LLP if you want flexibility with no minimum capital, fewer compliance requirements, and lower costs. Choose Private Limited if you plan to raise equity funding, need more than 200 members, or want ESOP options. LLP conversion costs ₹8,000 to ₹15,000 vs Pvt Ltd conversion at ₹15,000 to ₹30,000. LLP has no mandatory audit below ₹40 lakh turnover.
Yes, all or select partners can become designated partners of the converted LLP. Minimum 2 designated partners are required, and at least one must be an Indian resident. Designated partners are responsible for regulatory compliance, filing forms, and legal obligations. Non-designated partners continue as regular LLP partners with limited liability protection.
The partnership deed is superseded by the LLP Agreement after conversion. File the LLP Agreement via Form 3 within 30 days of incorporation. The LLP Agreement covers profit-sharing ratio, capital contribution, rights and duties of partners, dispute resolution, and admission/retirement of partners. Key clauses from the partnership deed should be carried forward into the new agreement.
To convert a partnership firm to LLP in Mumbai, file Form 17 and Form 2 with the RoC Maharashtra at Mumbai. The entire process is online via the MCA portal and takes 15 to 20 working days. Stamp duty on the LLP Agreement in Maharashtra is ₹1,000 to ₹5,000. IncorpX provides end-to-end conversion services in Mumbai starting at ₹4,999 including DPIN, DSC, and all MCA filings.
To convert a partnership firm to LLP in Delhi, file Form 17 and Form 2 with the RoC NCT of Delhi & Haryana via the MCA portal. Stamp duty on the LLP Agreement in Delhi is ₹1,000 to ₹1,500, among the lowest in India. The process takes 15 to 20 working days. IncorpX handles complete filing for Delhi businesses starting at ₹4,999.
To convert a partnership firm to LLP in Bangalore, file Form 17 and Form 2 with the RoC Karnataka at Bangalore through the MCA portal. Stamp duty on the LLP Agreement in Karnataka is ₹500 to ₹1,000. The entire process is online and takes 15 to 20 working days. IncorpX offers all-inclusive conversion packages for Bangalore businesses starting at ₹4,999.
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