Notify Registrar of Firms (ROF)
Inform the Registrar of Firms regarding the conversion by submitting Form V along with a copy of the LLP Certificate of Incorporation within 15 days.
LLP ACT 2008 COMPLIANT
Partnership To Llp Registration
Upgrade your traditional partnership firm into an LLP under Section 55 and the Second Schedule of the LLP Act, 2008. Eliminate joint and several unlimited liability while securing corporate status and perpetual succession.
100%ROCP / MCA Approval Rate
12-15 DaysTurnaround Time
1,200+Partnership Conversions
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SAMPLE
LLP Incorporation Certificate
Ministry of Corporate Affairs (MCA) — sample LLP certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Second Schedule
Governed by Section 55 & Second Schedule of LLP Act, 2008.
02
100% Partner Identity
All partners of the firm must become partners in the LLP—no additions or omissions at filing.
03
Form 17 Mandatory
Primary statutory application form filed with MCA for conversion approval.
04
Capital Gains Exemption
Exempt from Capital Gains Tax under Section 47(xiii) of IT Act upon meeting conditions.
OVERVIEW
Transition from Unlimited Liability to Corporate Structure
Converting a traditional Partnership Firm (whether registered under the Indian Partnership Act, 1932 or unregistered) into a Limited Liability Partnership (LLP) offers businesses the structural advantages of a corporate body without losing the operational flexibility of a partnership. Under Section 55 of the LLP Act, 2008, all assets, liabilities, rights, privileges, and obligations of the firm automatically transfer to the converted LLP upon registration.
Traditional partnerships expose partners to unlimited personal liability, making personal assets vulnerable to business debt or civil actions caused by co-partners. The LLP framework legally separates partner assets from business debts, enforces limited liability, and introduces perpetual legal existence unaffected by partner changes.
Governing FrameworkLLP Act, 2008 (Section 55 & Schedule II)
Core FilingsRUN-LLP, Form 17, Form 2 & Form 3
Partner Continuity100% Identity (No Partner Omitted)
Designated PartnersMin. 2 Natural Persons (1 Indian Resident)
Creditor ApprovalConsent / NOC Required
Processing Window12 - 15 Working Days
ELIGIBILITY CRITERIA
Statutory Conditions for Firm to LLP Conversion
| Criterion | Requirement | Legal Provision / Specifics |
|---|---|---|
| Partner Composition | 100% Identity Match | Every partner of the partnership firm must become a partner of the LLP. No new partners can be added, and no existing partners omitted during conversion. |
| Designated Partners | Minimum 2 Designated Partners | At least two individual partners must be designated partners, with at least one residing in India (stay of 120+ days in the preceding year). |
| DPIN & DSC | Active DPIN and Digital Signatures | All Designated Partners must hold a valid Designated Partner Identification Number (DPIN/DIN) and Digital Signature Certificate (DSC). |
| Creditor Consent | Unanimous No-Objection Certificate | All secured and unsecured creditors of the partnership firm must issue a written NOC agreeing to the conversion. |
| Tax & Compliance Clearance | Up-to-date Tax Filings | Income tax returns of the partnership firm must be filed up to the date of conversion. |
| Firm Registration Status | Registered or Unregistered Firm | Both registered partnership firms (under Registrar of Firms) and unregistered partnership firms are legally eligible for conversion. |
REQUIRED DOCUMENTS
Complete Checklist for Conversion Filing
1. Partner KYC & Address Proofs
PAN Card, Aadhaar Card, Passport/Voter ID/Driving License, and latest bank statements/utility bills (under 2 months old) for all partners.
2. Partnership Deed & Registration Certificate
Copy of the latest Partnership Deed along with the Certificate of Registration issued by the Registrar of Firms (if registered).
3. Statement of Assets & Liabilities
Audited statement of assets and liabilities of the firm certified by a practicing Chartered Accountant, drawn up to a date not older than 30 days prior to filing Form 17.
4. Creditors' Consent / NOC
Signed consent from all secured and unsecured creditors of the firm confirming no objection to the conversion.
5. Registered Office Proof
Utility bill (Electricity/Gas/Landline), Rent Agreement, and No-Objection Certificate (NOC) from the property owner for the proposed LLP registered address.
6. Income Tax Return Clearance
Copy of the latest filed Income Tax Return (ITR) acknowledgement along with clearance or clearance declaration from the partners.
CONVERSION PROCESS
Step-by-Step Conversion Roadmap
1. Procure DSC & Apply for DPIN
Obtain Class 3 Digital Signature Certificates (DSC) for all Designated Partners and apply for DPIN/DIN via RUN-LLP or FiLLiP forms.
2. Name Reservation via RUN-LLP
Submit name availability application on the MCA portal using RUN-LLP (Reserve Unique Name). The name should closely mirror the existing partnership firm name (subject to availability).
3. Prepare Financial Statements & Creditor NOCs
Engage a practicing CA to prepare the certified Statement of Assets & Liabilities (under 30 days old) and collect written NOCs from all existing firm creditors.
4. File Conversion Form 17 & FiLLiP with ROC
File Form 17 (Application and Statement for Conversion) under Second Schedule along with Form FiLLiP (Form for Incorporation of LLP) with the Registrar of Companies (ROC).
5. Issuance of Certificate of Incorporation
Upon verification, the ROC issues Form 16 (Certificate of Incorporation of LLP) containing the unique LLP Identification Number (LLPIN).
6. Draft & File LLP Agreement (Form 3)
Draft the formal LLP Agreement defining internal rights, profit shares, and operational duties, and file Form 3 with the ROC within 30 days of incorporation.
POST-CONVERSION MANDATES
Mandatory Next Steps After LLP Registration
New PAN & TAN Application
Apply for a fresh PAN and TAN for the converted LLP, as the old partnership firm PAN cannot be reused by the new entity.
Update Bank Accounts & Tax Portals
Open a new bank current account in the LLP name (or transfer existing balances) and update GST, MSME, EPF, and ESIC registrations.
Transfer Assets & Property Title Updates
Update property records, intellectual property registrations, and vendor agreements to reflect the new LLP identity under statutory transition rules.
KEY BENEFITS
Why Convert Your Partnership Firm to an LLP?
Elevate your enterprise structure while retaining internal partnership flexibility.
Limited Personal Liability
Partners are protected from personal risk. A partner is not liable for another partner's independent actions, fraud, or negligence.
Separate Legal Legal Entity
An LLP is an independent legal entity capable of owning assets, incurring debt, suing, and being sued in its own corporate name.
Tax Neutrality & No Dividend Tax
LLPs are taxed similarly to partnership firms (30% flat rate) without attracting Dividend Distribution Tax (DDT) or Minimum Alternate Tax (MAT) complications under standard limits.
Capital Gains Tax Exemption
Conversion does not trigger capital gains tax provided all conditions under Section 47(xiii) of the Income Tax Act are fulfilled.
WHY CHOOSE US
Why Corporate Mart?
Specialized Conversion Experts
Our team of CAs, CSs, and legal consultants has managed over 1,200 successful firm-to-LLP statutory conversions with flawless accuracy.
Seamless CA-Certified Statements
We handle the drafting and certification of the mandatory Statement of Assets & Liabilities internally to ensure zero filing delays.
End-to-End Post-Conversion Coverage
From filing Form V with the Registrar of Firms to procuring new PAN/TAN and revising GST registrations, we manage the entire transition lifecycle.
100% Transparent Fee Guarantee
No hidden charges or unexpected surprise costs. Clear, upfront breakdown of professional fees, MCA portal fees, and state-specific stamp duty.
FAQ
Frequently Asked Questions
Yes. Both registered partnership firms (registered with the Registrar of Firms) and unregistered partnership firms can convert into an LLP under the Second Schedule of the LLP Act, 2008.
No. At the exact time of filing Form 17 for conversion, the LLP must consist solely of the existing partners of the partnership firm. New partners can easily be added immediately after conversion by amending the LLP Agreement.
All liabilities, debts, obligations, and contracts of the partnership firm transfer automatically to the converted LLP. However, partners remain personally liable for obligations incurred prior to conversion unless explicitly released by creditors.
No. Under Section 47(xiii) of the Income Tax Act, the conversion of a firm to an LLP is exempt from capital gains tax, provided all assets and liabilities are transferred and partner capital ratios remain identical.
Yes. You can reserve the exact existing firm name (adding "LLP" at the end) via the RUN-LLP portal, provided the name is available and does not infringe existing registered trademarks.
Yes. For registered partnership firms, it is mandatory to intimate the Registrar of Firms by submitting Form V along with the Certificate of Incorporation within 15 days of LLP registration.
No. The LLP is recognized as a new legal entity for tax purposes and must apply for a fresh PAN and TAN immediately after conversion.
