Conversion of Partnership Firm to LLP Online
Convert Your Partnership Firm into an LLP for Better Protection, Credibility, and Easier Compliance. Trusted by 1,00,000+ Businesses Across India, End-to-End MCA Filing & Expert Compliance Support.
- Full Conversion Process Handled from Name Approval to Certificate of Incorporation
- Same Partners, No New Admissions, Fully Compliant with the Second Schedule, LLP Act
- Post-Conversion PAN, TAN, GST & Bank Updates Included
- Dedicated Relationship Manager Through Every Stage
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Happy and satisfied customers.
Partnership Firm to LLP Conversion - Overview
A partnership firm gives you a business, but not a shield; every partner remains personally liable for the firm's debts, without limit. Converting to a Limited Liability Partnership (LLP) keeps the same partners and the same business running, but gives it a separate legal identity, limited liability for each partner, and a compliance structure that's simpler than a private limited company while still being far more credible to banks, investors, and larger clients than an unregistered or registered partnership firm.
The conversion itself is a legal process governed by the LLP Act, 2008. It involves partner consent, MCA name approval, drafting a fresh LLP Agreement, and filing the right forms in the right sequence, all while keeping the business itself running without interruption. Getting any step out of order, from a stale balance sheet to a missed post-incorporation filing deadline, can delay approval or create compliance gaps down the line.
At Kanakkupillai, we handle the entire conversion for you from the initial resolution and documentation through to filing, incorporation, and updating your PAN, TAN, GST, and bank records in the LLP's name. So your firm becomes a fully compliant LLP without you having to chase forms, deadlines, or ROC queries yourself.
How Long Does the Conversion Take?
A partnership firm to LLP conversion typically takes 15 to 30 working days from name reservation to receiving the Certificate of Incorporation, depending on how quickly documents are ready and how fast the ROC processes the application. Executing the LLP Agreement and filing Form 3 adds up to another 30 days after incorporation, and updating PAN, TAN, GST, and bank records typically takes a further 1–2 weeks. Most conversions are fully complete, including all post-conversion updates, within 6–8 weeks.
What is an LLP?
A Limited Liability Partnership is a hybrid business structure that combines the operational flexibility of a partnership with the limited liability protection of a company. Introduced under the Limited Liability Partnership Act, 2008, an LLP is a separate legal entity distinct from its partners; it can own property, enter contracts, sue and be sued in its own name, and continues to exist regardless of changes in its partners. Each partner's liability is limited to their agreed contribution to the LLP, unlike a partnership firm where personal assets are at risk for the firm's debts.
The conversion of a partnership firm into an LLP is specifically governed by Section 55 of the LLP Act, 2008, read with the Second Schedule, which sets out the eligibility conditions and the effect of conversion on the firm's assets, liabilities, and contracts.
Conditions for Conversion
- The firm must be registered under the Indian Partnership Act, 1932, with a valid registration number.
- All partners of the existing firm must consent in writing to the conversion, and all of them must become partners of the new LLP; no partner can be left out, and no new partner can be added during the conversion itself.
- The LLP must have at least two Designated Partners, at least one of whom is resident in India.
- The firm's latest financial statement (balance sheet) must not be older than 30 days at the time of filing.
- The proposed LLP name must be approved by the MCA and must comply with LLP naming guidelines, it cannot be identical or too similar to an existing company, LLP, or registered trademark.
- There must be no pending legal proceedings against the firm that would prevent conversion, and any secured creditors' consent should be obtained where applicable.
Partnership Firm vs LLP: Tax & Compliance Comparison
| Aspect | Partnership Firm | LLP |
| Legal Status | No separate legal identity from partners | Separate legal entity, distinct from its partners |
| Liability | Unlimited — partners' personal assets at risk | Limited to each partner's agreed contribution |
| Tax Rate | 30% + surcharge + cess | 30% + surcharge + cess |
| Presumptive Taxation (Sec 44AD) | Available (subject to turnover limit and conditions) | Not available |
| Minimum Alternate Tax (MAT)/AMT | AMT applies if the total income exceeds ₹20 lakh | AMT applies if the total income exceeds ₹20 lakh |
| Audit Requirement | As per Income Tax Act turnover limits | Mandatory if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh |
| Foreign Investment | Not permitted | Permitted under the automatic route (except in FDI-restricted sectors) |
| Compliance Burden | Minimal statutory filing | Annual ROC filings (Form 11, Form 8) plus income tax return |
A Note on Capital Gains
Section 47(xiiib) of the Income Tax Act, the well-known capital-gains exemption for LLP conversions, applies specifically to a private company or unlisted public company converting into an LLP; the bare text of the clause names those entities specifically. It does not apply to a partnership firm converting into an LLP. For a firm converting to an LLP, continuity instead comes from Section 2(23)(i) of the Income Tax Act, which includes an LLP within the definition of "firm" the entity is taxed the same way before and after conversion, and a straightforward statutory conversion under the Second Schedule (with no distribution of assets to partners) is not treated as a transfer requiring a separate capital-gains computation. Confirm with a tax advisor for your specific asset mix before assuming this applies automatically.
Documents Required for Conversion
From the Partnership Firm:
- Copy of the Partnership Deed and the Certificate of Registration under the Indian Partnership Act, 1932
- PAN card of the firm
- Latest income tax returns filed by the firm
- Latest balance sheet and statement of assets and liabilities (not older than 30 days)
- Consent of all partners for the conversion, in writing
- No Objection Certificate (NOC) from creditors, where the firm has outstanding secured or unsecured loans
From Each Partner:
- PAN card
- Aadhaar card and one additional address proof (voter ID, passport, or driving licence)
- Passport-size photograph
- Digital Signature Certificate (DSC) for at least the Designated Partners
For the LLP Being Formed:
- Proof of the LLP's registered office address (utility bill not older than 2 months, plus a rent agreement or NOC from the property owner)
- Draft LLP Agreement
Procedure for Conversion of a Partnership Firm into an LLP
Pass Resolution
Partners of the Partnership Firm need to pass a unanimous resolution for conversion of the firm into an LLP and designate two partners as Designated Partners (DPs).
Apply for DSC
To sign electronic forms, the firm's designated partners must obtain Digital Signature Certificates (DSC) from a licensed certifying authority.
Obtain DIN/DPIN
Designated Partners must have a Director Identification Number (DIN) or Designated Partner Identification Number (DPIN). If not available, apply for it through Form DIR-3.
Name Reservation
File the RUN-LLP form at the MCA portal for reservation of the proposed LLP name. The name must comply with LLP Naming Guidelines and should not be identical to the name of an already existing LLP.
Prepare Documents
Collect and compile the required documents, including the latest balance sheet (it should not be older than 30 days), consent letters from partners, NOCs from creditors, and the draft LLP agreement.
File Form FiLLiP and Form 17
File Form FiLLiP (for incorporation of LLP) along with Form 17 (for conversion of a partnership firm into an LLP) on the MCA portal. Attach all required documents and pay the prescribed fees.
Scrutiny by ROC
The Registrar of Companies (ROC) will review the application and may request resubmission or clarification if necessary.
Certificate of Incorporation
Once your LLP is approved, the ROC issues a Certificate of Incorporation. The partnership firm is considered dissolved from the date of incorporation.
Execute LLP Agreement
Partners must execute the LLP agreement on appropriate stamp paper within 30 days of incorporation and file Form 3 on the MCA portal.
Notify the Registrar of Firms (Form 14)
Within 15 days of conversion, file Form 14 with the Registrar of Firms, the authority under the Indian Partnership Act, 1932, where the firm was originally registered, informing them of the conversion. Attach a copy of the LLP's Certificate of Incorporation and a copy of the incorporation documents filed in Form FiLLiP. This formally closes the firm's registration and prevents any future confusion between the dissolved firm and the new LLP.
Update Statutory Registrations
Apply for fresh PAN, TAN, GST and other applicable registrations in the name of the LLP.
Notify Stakeholders
After incorporation, inform the clients, banks, suppliers, and vendors about the conversion and update KYC documents and service agreements accordingly.
Government Fees for Conversion
The MCA filing fee for FiLLiP (which includes Form 17 for the conversion) is based on total partner contribution:
| Partner Contribution | FiLLiP Filing Fee |
| Up to ₹1 lakh | ₹500 |
| ₹1 lakh – ₹5 lakh | ₹2,000 |
| ₹5 lakh – ₹10 lakh | ₹4,000 |
| Above ₹10 lakh | ₹5,000 |
This is in addition to the RUN-LLP name reservation fee (₹200) and the Form 3 filing fee for the LLP Agreement (₹50–₹200, contribution-based). State stamp duty on the LLP Agreement is separate and varies by state. Confirm current fees on the MCA portal at the time of filing, as government fee slabs are revised periodically.
State the Conversion for 12 Months After Incorporation
For 12 months from the date of registration, every official correspondence issued by the LLP business letters, invoices, and other official publications must state that it was converted from a partnership firm, along with the former firm's name and its registration number (if it was registered) under the Indian Partnership Act, 1932. This is a statutory requirement under the Second Schedule of the LLP Act, not just good practice, and it's easy to forget once the new LLP letterhead and branding are in place.
Common Mistakes to Avoid
- Attempting to add or remove a partner during conversion:the LLP must have exactly the same partners as the firm; any change has to happen before or after conversion, never during it.
- Letting the balance sheet go stale: it must be dated within30 days of filing, and firms often attach an older statement by mistake.
- Missing the 30-day window to execute the LLP Agreement and file Form 3 after incorporation; this is a hard deadline, not a guideline.
- Not obtaining creditor NOCs where there are outstanding dues, which can hold up ROC approval.
- Assuming existing licenses, registrations, or contracts transfer automatically, most require a fresh application in the LLP's name.
Checklist for Conversion
- Obtain the written consent of all existing partners for the proposed conversion.
- Apply for Digital Signature Certificates (DSC) for all designated partners.
- Reserve a suitable name for the LLP by filing the RUN-LLP form with the Ministry of Corporate Affairs (MCA).
- Prepare the latest financial statement of the firm (not older than 30 days).
- Obtain No Objection Certificates (NOC) from creditors and other stakeholders, if applicable.
- Compile essential documents, including PAN, address proof, ID proof of partners, and the latest income tax returns.
- File the necessary forms on the MCA portal.
- Execute the LLP Agreement within 30 days of receiving the Certificate of Incorporation.
- Publish a public notice of conversion in one English and one vernacular newspaper.
- Apply for new or amended PAN, TAN, GST, and other registrations in the LLP’s name.
- Notify clients, vendors, banks, and other stakeholders about the conversion and update KYC and service agreements accordingly
- File Form 14 with the Registrar of Firms within 15 days of conversion, enclosing the Certificate of Incorporation and FiLLiP documents.
What Compliance Does an LLP Have After Conversion?
Converting to an LLP doesn't end the paperwork; it changes what kind of paperwork you're doing. Every financial year, your LLP has three core filings with the ROC and the Income Tax Department:
| Filing | What It Covers | Due Date |
| Form 11 — Annual Return | Partner details, contributions, and any changes during the year (Section 35, LLP Act) | 30 May |
| Form 8 — Statement of Account & Solvency | Financial position and a solvency declaration, certified by the partners (and an auditor if audit applies) | 30 October |
| ITR-5 — Income Tax Return | Annual income tax return for the LLP | 31 July (no audit) / 31 October (audit applicable) |
Beyond these three, keep the following on your compliance calendar:
- Audit: mandatory if turnover exceeds ₹40 lakh or partners' capital contribution exceeds ₹25 lakh in a financial year.
- DIR-3 KYC: every Designated Partner with a DPIN must complete KYC (currently due by 30 June in most cases; MCA periodically revises the filing cycle, so confirm the current requirement before the deadline). Missing it deactivates the DPIN, and a deactivated DPIN blocks Form 11 and Form 8 from being filed untilit's reactivated with a ₹5,000 fee, so one missed KYC filing can cascade into two more.
- GST returns: monthly or quarterly, if your LLP is GST-registered, see our GST Return Filing page for the full schedule.
- TDS returns: quarterly, if your LLP deducts tax at source.
- Event-based filings: Form 3/Form 4 for any change to the LLP Agreement or the partners, and Form 15 if the registered office changes; these are separate from the annual filings and have their own short deadlines.
Note: Late filing of Form 11 or Form 8 attracts a penalty of ₹100 per day, per form; there is no upper cap; this is a genuinely large exposure for LLPs that let filings lapse for a year or more. For the full year-by-year schedule, see our LLP Compliance Calendar
Why Choose Kanakkupillai for Your LLP Conversion?
Are you thinking of converting your partnership firm into an LLP?
At Kanakkupillai, we don’t just help you with the conversion; we provide services and trusted guidance to help you at every stage of the conversion process. With Kanakkupillai, you are not just converting your partnership firm to an LLP; you are upgrading your business foundation with confidence.
- Expert-Led Support: Your LLP conversion is handled by a team of experienced Chartered Accountants, Company Secretaries, and legal experts who make sure that your LLP complies with the established legal standards.
- End-to-End Services: We manage the entire process, from drafting documents and securing name approval to filing the forms with the MCA and publishing public notices and updating regulatory registrations. You do not have to chase multiple consultants or agencies.
- Transparent Pricing: Our pricing is clear and transparent. There are no hidden charges or surprises!
- Dedicated Relationship Manager: Every client is assigned a dedicated expert who stays with you through the entire process. You will have a single point of contact for updates, clarifications, and personalised assistance.
- Post-Conversion Support: We assist you with PAN, GST updates, rebranding, banking, and post-conversion compliance to ensure your business runs smoothly.
- Trusted by 1,00,000+ Businesses: From startups to established firms, our clientele spans across industries and states.
Frequently asked questions
Yes. The conversion process is available only to firms that are registered under the Indian Partnership Act, 1932.
No. Only existing partners of the firm can be designated as partners in the LLP during the conversion process.
Contracts remain effective after conversion, but it is advisable to provide relevant parties and authorities with intimation and updates.
Yes. While the law permits automatic vesting, updating ownership records with the registrar is prudent to avoid title issues.
It must be filed within 30 days from the date of the LLP's incorporation.
LLPs must be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in any financial year.
Yes, all the firm's losses are carried forward. Provided all tax-neutral conditions are met, losses can be carried forward under the Income Tax Act, 1961.
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