Convert Your Partnership Firm into an LLP with eFileSeva | We Help You Do It Right!
Converting a partnership firm into a Limited Liability Partnership is a regulated corporate action governed by the LLP Act, 2008 — specifically Section 55 read with the Second Schedule, and the LLP Rules, 2009. A valid conversion requires the firm to be registered under the Indian Partnership Act, 1932, the unanimous consent of all partners, and a CA-certified Statement of Assets and Liabilities filed through Form FiLLiP. On registration, all assets and liabilities vest in the LLP, the firm stands dissolved, and the Registrar of Firms must be intimated in Form 14 within 15 days, followed by the LLP Agreement (Form 3) within 30 days. eFileSeva helps firms convert legally and compliantly — from eligibility check and partner consent to the FiLLiP filing, certificate of registration, and post-conversion compliance.
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Key Details for Conversion of a Partnership Firm into an LLP
eFileSeva provides complete assistance for converting a partnership firm into an LLP — verifying eligibility, obtaining unanimous partner consent, preparing and filing Form FiLLiP, securing the certificate of registration, and completing every post-conversion filing across all states and firm structures.
| # | Topic | Details |
|---|---|---|
| 1 | Choose the Right Route | Selecting the correct route is the first step — a conversion of a registered firm under Section 55 (business continues, assets and liabilities vest in the LLP) or a fresh LLP incorporation after dissolution (for unregistered firms or firms with minors/other ineligible partners). eFileSeva helps you choose based on the firm's registration status and the partners involved. |
| 2 | Conversion Timeline |
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| 3 | Conversion Cost | The cost comprises the MCA government fee on Form FiLLiP (slab-based on the proposed capital contribution, from ₹500), the name reservation fee (₹200 where RUN-LLP is used), and professional fees. State-specific stamp duty applies on the LLP Agreement. eFileSeva provides transparent pricing with no hidden charges. |
| 4 | Conversion vs Fresh Incorporation | A conversion under Section 55 continues the same business — all assets, liabilities, contracts and rights vest in the LLP by operation of law, and the firm is deemed dissolved from the date of registration. A fresh incorporation creates a new entity with no continuity of the firm's contracts, licences or history. |
| 5 | Same Partners Requirement | Every partner of the firm must become a partner of the LLP — no new partner may be added and no partner may exit at the time of conversion. Partners' capital contribution must mirror the firm's capital accounts, and a body corporate partner must nominate an individual to act on its behalf. Any change of partners happens only after conversion (Form 4). |
| 6 | Key Sections & Forms | Section 55 read with the Second Schedule (conversion of firm into LLP) is the core provision. Forms include FiLLiP (incorporation and conversion application), Form 9 (consent to act as designated partner), Form 14 (intimation to the Registrar of Firms), and Form 3 (LLP Agreement). |
| 7 | Effect of Conversion | On the date of registration: the Firm's property, rights and liabilities vest in the LLP; pending proceedings may be continued or enforced by/against the LLP; the firm is deemed dissolved; and for 12 months the LLP's official correspondence must state that it was converted from the firm, with the firm's name and registration number. |
| 8 | Post-Conversion Services |
After conversion, eFileSeva assists with:
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*Timelines may vary depending on document completeness, the partners' KYC, and MCA processing.
Conversion of a Partnership Firm into an LLP: Everything You Need to Know
Convert Your Firm Legally & Compliantly
Under the LLP Act, 2008, Section 55 read with the Second Schedule permits a partnership firm registered under the Indian Partnership Act, 1932 to be converted into a Limited Liability Partnership. The conditions are strict: all partners must give their consent, every partner of the firm must become a partner of the LLP (no additions or exits at conversion), no partner may be a person or entity other than an individual or body corporate, and the firm's business must not continue after conversion except as the LLP.
The application is made online through Form FiLLiP, supported by a Statement of Assets and Liabilities certified by a practising Chartered Accountant, the written consent of all partners, the consent of all secured creditors, the latest income-tax return acknowledgement of the firm, and the registered office proof of the proposed LLP (NOC and a utility bill not older than 2 months). All partners require a Class-3 DSC, and at least two designated partners (one resident in India) require a DIN/DPIN.
On registration, the ROC issues the certificate of registration with the LLPIN (and allots PAN/TAN); all assets, liabilities, contracts and pending proceedings vest in or continue against the LLP, and the firm is deemed dissolved. The LLP must then intimate the Registrar of Firms in Form 14 within 15 days, file the LLP Agreement (Form 3) within 30 days, and for 12 months mention the conversion, along with the firm's name and registration number, in all official correspondence. The conversion is tax-neutral under Section 47(xiii) of the Income-tax Act, 1961 subject to conditions, with carry forward of losses available under Section 72A(6A).
eFileSeva helps you verify eligibility, obtain unanimous consents, prepare and certify the statement of assets and liabilities, file FiLLiP, and complete every post-conversion filing — making your firm's conversion into an LLP simple, fast, and fully compliant.
Satisfied Partner
Firm-to-LLP Conversion Client
"eFileSeva made our firm-to-LLP conversion quick, transparent, and stress-free. Their experts handled the consent, FiLLiP filing, and LLP agreement professionally and kept us informed throughout."
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Disclaimer
eFileSeva is a professional corporate compliance consultancy and service provider. We are not the Ministry of Corporate Affairs, the Registrar of Companies, or the Registrar of Firms and do not register LLPs or issue certificates of registration. All registrations, approvals, and acknowledgements are issued solely by the MCA, ROC, RBI, and the respective government authorities. Our role is to assist clients with consultation, documentation, application filing, and end-to-end process support.
Ways a Partnership Firm Can Become an LLP
Each route by which a firm becomes an LLP serves a different purpose and carries distinct rules. The correct route depends on the firm's registration status and the profile of its partners. eFileSeva helps you identify the correct route and complete the process with expert guidance.
Conversion of a Registered Firm (Section 55)
The statutory conversion route under Section 55 read with the Second Schedule — the firm must be registered under the Indian Partnership Act, 1932; all partners consent and continue in the LLP; all assets and liabilities vest in the LLP; and the firm stands dissolved on registration.
Learn MoreFresh LLP Incorporation
For an unregistered firm (registration under the Partnership Act is optional), Section 55 is not available. The recommended route is to dissolve the firm and incorporate a new LLP — a fresh entity without the continuity benefits of conversion.
Learn MoreFirm with Body Corporate Partners
A company or another LLP may be a partner in the firm, provided the proposed LLP has only individuals and body corporates as partners. The body corporate must pass a board resolution and nominate an individual to act as its nominee/designated partner in the LLP.
Learn MoreNRI / Foreign Partners
Where the firm has an NRI or foreign body corporate partner, the conversion triggers FEMA and the NDI Rules, 2019 — sectoral caps, pricing guidelines, and, where applicable, the relevant reporting to the RBI/AD bank must be satisfied before and after conversion.
Learn MoreFirm with Minor / Ineligible Partners
A minor cannot be a partner in an LLP, and a partner must not be disqualified under Section 5 of the LLP Act. Such a firm must first reconstitute (admission of the minor upon majority, or the partner's exit by deed) before a Section 55 conversion can be attempted.
Learn MoreTax-Neutral Conversion
Conversion of the firm into an LLP is not regarded as a transfer under Section 47(xiii) of the Income-tax Act, 1961, subject to conditions (all partners continue, consideration only in capital, assets held for 5 years), while Section 72A(6A) governs carry forward of the firm's losses and unabsorbed depreciation.
Learn MoreNot Sure Which Route Applies to Your Firm?
eFileSeva's experts will help you choose the most suitable route based on the firm's registration status, the profile of its partners, and your state's requirements.
Get Free ConsultationEligibility / Minimum Requirements
Before converting your firm into an LLP, you must meet a few basic eligibility and procedural requirements. eFileSeva helps you verify these requirements and complete the conversion without delays.
Registered Under the Indian Partnership Act, 1932
Section 55 permits conversion only of a firm that is registered under the Indian Partnership Act, 1932 (or any other law for the time being in force). An unregistered firm cannot convert — it must dissolve and incorporate a fresh LLP instead.
Unanimous Consent of All Partners
A written consent statement of all partners is mandatory. Every partner of the firm must become a partner of the LLP — no new partner can be added and no partner can exit at the time of conversion. Any desired change of partners happens after conversion (Form 4).
Partners Must Be Individuals or Body Corporates
No partner of the firm may be a person or entity other than an individual or body corporate. A firm with a minor partner cannot convert (a minor cannot be an LLP partner), and a body corporate partner must appoint a nominee individual to act on its behalf in the LLP.
Two Designated Partners, One Resident in India
The LLP must have at least two designated partners, at least one of whom is a resident of India. Every designated partner requires a DIN/DPIN, and all partners must hold a Class-3 Digital Signature Certificate (DSC) to sign Form FiLLiP electronically.
Secured Creditor Consents & Updated Tax Returns
A list of all secured creditors with their written consent to the conversion is required, along with the acknowledgement of the firm's latest income-tax return. Any pending proceedings before a court, tribunal, or other authority must be disclosed in the FiLLiP application.
CA-Certified Statement of Assets & Liabilities
A Statement of Assets and Liabilities of the firm certified as true and correct by a practising Chartered Accountant, plus the registered office proof of the proposed LLP (owner's NOC and a utility bill not older than 2 months) and the address proof of the partners.
No Disqualification or Prohibitory Order
No partner may be disqualified under Section 5 of the LLP Act, 2008 (e.g., of unsound mind or an undischarged insolvent), and there must be no court or tribunal order preventing the conversion. The firm must also not be in the process of dissolution without the partners' consent.
Ready to Convert Your Firm into an LLP?
eFileSeva's experts will help you verify eligibility, obtain unanimous partner consent, and complete your conversion quickly and compliantly.
Get Started TodayDocuments Required for Conversion of a Firm into an LLP
The required documents may vary depending on the route and the structure of your firm. eFileSeva helps you verify and prepare all the necessary documents for a smooth conversion.
Partners' Identity & Consent
- PAN Card & Aadhaar / Passport of every partner
- Passport-size photographs of all partners
- Class-3 Digital Signature Certificate (DSC) of all partners
- DIN / DPIN of designated partners (with consent to act — Form 9)
- Written Consent Statement of All Partners for the conversion
Firm & Registration Documents
- Partnership Deed (with all amendments) — certified copy
- Certificate of Registration of the Firm (Indian Partnership Act, 1932)
- Firm's PAN / TAN details and copy of the latest ITR acknowledgement
- List of secured creditors with their written consent to conversion
- Statement of Partners in the format prescribed in the Second Schedule
Financial & Registered Office Documents
- Statement of Assets & Liabilities certified by a practising Chartered Accountant
- Proposed Capital Contribution schedule (mirroring the firm's capital accounts)
- Registered office address proof — NOC from owner & rent agreement / lease
- Utility bill (electricity / telephone) not older than 2 months
- Regulatory approvals, if the firm operates in a regulated sector
Post-Conversion Filings & Tax Transition
- Form 3 — LLP Agreement (within 30 days, with state stamp duty)
- Form 14 — Intimation to the Registrar of Firms (within 15 days)
- New PAN/TAN of the LLP & fresh GST registration (with ITC transfer review)
- Bank account, property records, licences & Form 8/11 compliance setup
Pro Tip
First confirm the firm is registered under the Indian Partnership Act, 1932 — Section 55 is not available to unregistered firms. Obtain the unanimous written consent of all partners and ensure no partner is added or exits at the time of conversion. Get the Statement of Assets and Liabilities certified by a CA (dated not earlier than 30 days before filing) and collect the secured creditors' consents. Register under FiLLiP with all partners holding Class-3 DSC and two designated partners with DIN/DPIN (one resident in India). After the certificate of registration, file Form 14 with the Registrar of Firms within 15 days and the LLP Agreement (Form 3) within 30 days, and review the Section 47(xiii) and Section 72A(6A) tax conditions with your advisor.
Timeline for Conversion of a Firm into an LLP
eFileSeva simplifies the firm-to-LLP conversion with expert guidance at every stage. While timelines may vary depending on document readiness and MCA processing, the following is a typical journey.
Eligibility Check & Partner Consent
Our experts verify the firm's registration status, confirm that all partners are eligible (individuals / body corporates, no minors), and collect the unanimous written consent of all partners.
Name, DSC & DIN/DPIN
We check the proposed name on the MCA portal and reserve it (RUN-LLP or integrated in FiLLiP), obtain Class-3 DSCs for all partners, and secure DIN/DPIN for the designated partners.
Statement of Assets & FiLLiP Filing
We prepare the CA-certified Statement of Assets and Liabilities, the secured creditors' consents, and the registered office proof, then file the conversion application in Form FiLLiP with the ROC.
Certificate & Post-Conversion Filings
The ROC issues the certificate of registration with the LLPIN (and allots PAN/TAN). We then file Form 14 with the Registrar of Firms within 15 days and the LLP Agreement (Form 3) within 30 days.
Estimated Conversion Time
A firm-to-LLP conversion generally takes 3–4 weeks* from document readiness, with the ROC typically processing Form FiLLiP in 5–15 working days. Form 14 must follow within 15 days of registration and the LLP Agreement (Form 3) within 30 days. Timelines may vary depending on document completeness and MCA processing.
Process to Convert a Partnership Firm into an LLP in India
Converting a firm involves more than just filing a form. From verifying eligibility and gathering unanimous consent to preparing the CA-certified statement, filing FiLLiP, and completing post-conversion compliance, eFileSeva provides complete support at every stage of your conversion.
Eligibility Review & Unanimous Consent
We verify the firm's registration under the Indian Partnership Act, 1932, confirm that every partner is an individual or body corporate (with no minor or disqualified partner), and collect the written consent of all partners for the conversion.
Name Reservation, DSC & DIN/DPIN
We check and reserve the proposed LLP name (RUN-LLP, ₹200, valid 90 days — or reserve it directly within FiLLiP), obtain Class-3 Digital Signature Certificates for all partners, and apply for DIN/DPIN for the two designated partners (one resident in India).
Statement of Assets & FiLLiP Preparation
We coordinate the CA-certified Statement of Assets and Liabilities, the list of secured creditors with their consents, the latest ITR acknowledgement, and the registered office documents, then draft the complete Form FiLLiP application with the prescribed schedules.
FiLLiP Filing & Certificate of Registration
We file Form FiLLiP with the jurisdictional ROC and track the application to completion, coordinating any MCA queries. On approval, the ROC issues the certificate of registration with the LLPIN and allots the LLP's PAN and TAN.
Post-Conversion Filings & Compliance
We file Form 14 with the Registrar of Firms within 15 days, draft and file the LLP Agreement (Form 3) within 30 days, and set up the new PAN/TAN, GST registration, bank account, property record updates, and Form 8 & Form 11 annual compliance calendar.
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Filings & Registrations Related to the Conversion
Depending on your firm and the state of registration, you may need others filings alongside the conversion application. eFileSeva helps you identify and complete the actions applicable to your firm.
| Filing / Registration | When It May Apply | Applicable Law / Authority |
|---|---|---|
Form FiLLiP — Incorporation & ConversionApplication for conversion of a firm into an LLP |
The statutory conversion application filed online with the ROC, supported by the partners' consent statement, the CA-certified Statement of Assets and Liabilities, secured creditors' consents, the latest ITR acknowledgement, and the registered office proof. | Registrar of Companies Section 55 read with the Second Schedule, LLP Act, 2008 |
Form 9 — Consent to Act as Designated PartnerDesignated Partner Consent |
Every designated partner of the proposed LLP signs the consent to act as designated partner; it is filed as part of/ along with the FiLLiP application. At least two designated partners are required, one of whom must be resident in India. | Registrar of Companies Rule 7 & Rule 17, LLP Rules, 2009 |
Form 14 — Intimation to Registrar of FirmsNotice of Conversion |
The LLP must intimate the Registrar of Firms of the state where the firm was registered about the conversion within 15 days of registration, attaching a copy of the certificate of registration and the incorporation documents filed with the ROC. | Registrar of Firms Second Schedule, LLP Act, 2008 |
Form 3 — LLP AgreementFiling of the LLP Agreement |
The LLP Agreement (on stamp paper, with state-specific stamp duty) must be executed and filed with the ROC within 30 days of registration. Until then, the statutory default terms of the First Schedule apply. | Registrar of Companies Section 23(2) read with Rule 22, LLP Rules, 2009 |
New PAN / TAN & GST RegistrationTax Registrations of the LLP |
The LLP is a separate person: a new PAN and TAN are allotted on registration; GST registration is required for the LLP, and the transfer of input tax credit is governed by Section 18(3) of the CGST Act read with the relevant CBIC clarifications — review with your GST advisor. | CBDT / CBIC Income-tax Act, 1961 & CGST Act, 2017 |
Form 8 & Form 11 — Annual ComplianceStatement of Accounts & Solvency, Annual Return |
After conversion, the LLP is a going concern: Form 8 (Statement of Account and Solvency) within 30 days of the end of six months from the close of the financial year, and Form 11 (Annual Return) by 30th May each year — both with mandatory filing penalties for delay. | Registrar of Companies Sections 34 & 35, LLP Act, 2008 |
Partnership Firm vs LLP: What's the Difference?
A partnership firm and a Limited Liability Partnership are often confused. Compare the key differences below to understand why firms convert — and what changes after the conversion.
| Feature | Partnership Firm | LLP |
|---|---|---|
| 1. Nature | A contractual relationship between partners — no separate legal personality. | A body corporate with a separate legal entity, distinct from its partners. |
| 2. Governing Law | Indian Partnership Act, 1932. | Limited Liability Partnership Act, 2008. |
| 3. Liability | Unlimited, joint and several — partners' personal assets are exposed. | Limited to the agreed contribution (a partner remains personally liable only for his own wrongful acts). |
| 4. Registration | Optional with the Registrar of Firms — many firms operate unregistered. | Mandatory with the MCA (ROC) — only a registered LLP can operate. |
| 5. Number of Partners | Minimum 2; maximum 50 (Section 464, Companies Act, 2013 read with Rule 10). | Minimum 2 partners and 2 designated partners; no maximum limit. |
| 6. Perpetual Succession | No — death, retirement, or insolvency of a partner may dissolve the firm. | Yes — the LLP continues regardless of changes in partners. |
| 7. Audit & Compliance | No statutory accounts audit; only tax audit under Section 44AB where thresholds apply. | Mandatory audit where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh; Form 8 & Form 11 annual filings. |
| 8. Public Disclosure | None — firm arrangements are private. | LLP agreement, partners' details, and annual returns are public records at the MCA. |
Not Sure Whether to Convert Your Firm or Incorporate a Fresh LLP?
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Talk to an ExpertFrequently Asked Questions
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