Convert Partnership Firm to LLP in India
Limited liability without heavy compliance

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

1. Statutory Anchor — Section 55 + Second Schedule of LLP Act 2008: Conversion of a Partnership Firm into an LLP is governed by SECTION 55 of the Limited Liability Partnership Act, 2008 read with the SECOND SCHEDULE to the LLP Act and the LIMITED LIABILITY PARTNERSHIP RULES, 2009. This is DIFFERENT FROM the URC-1 / Section 366 route (which applies to entities becoming COMPANIES under the Companies Act 2013). The LLP-conversion path uses a single combined filing — Form 17 (Application + Statement) + Form FiLLiP (Incorporation) — on the MCA portal. NO newspaper advertisement is required; NO 21-day public objection window. Much faster timeline.
2. Critical Eligibility — 'All Partners, No One Else' (Second Schedule Clause 4): The single most important condition under the Second Schedule — ALL EXISTING PARTNERS of the firm MUST become PARTNERS OF THE LLP, and NO OTHER PERSON shall become a partner of the LLP at the time of conversion. The partner composition cannot change at conversion. If a partner wants to EXIT, retirement must be completed BEFORE Form 17 filing. If a NEW PARTNER is to be admitted, admission must happen AFTER the LLP's CoI is issued (via Form 4 amendment). Misalignment here = ROC rejection.
3. Registered Partnership Firm Recommended: While Section 55 doesn't strictly require firm registration under the Indian Partnership Act 1932 (some commentators argue unregistered firms can also apply), REGISTERED firms (holding a Registration Certificate from the Registrar of Firms) have a smoother procedural path with fewer ROC queries. Form 14 (post-CoI intimation to Registrar of Firms) presupposes firm registration. We recommend registering the firm BEFORE Form 17 if unregistered (7–15 day add-on).
4. Capital Contribution → LLP Contribution Mapping: Each partner's CAPITAL ACCOUNT balance in the firm (as on the date of the audited statement of accounts, not older than 30 days from Form 17 filing) becomes the basis for the partner's CONTRIBUTION to the LLP under the LLP Agreement. Profit-sharing ratio per Partnership Deed + capital contribution typically determine the LLP's contribution + profit-share structure. We prepare the contribution schedule + draft the LLP Agreement (Form 3) accordingly.
5. Form 17 Documentation Pack: Form 17 application must include: (a) list of ALL partners of the firm with consents (verifying same partners will be LLP partners), (b) Statement of Accounts of the firm certified by Chartered Accountant (not older than 30 days), (c) Audited statement of accounts (where firm is subject to audit), (d) list of creditors with consent / no-objection for conversion, (e) consent / declaration of all partners for conversion, (f) certified copy of latest income-tax acknowledgement, (g) Partnership Deed (original + supplementary deeds), (h) Firm Registration Certificate (if registered). We curate the entire pack.
6. Plan Scope — Migration Coverage: Elemental covers ONLY the conversion (Form 17 + FiLLiP + CoI + Form 14 within 15 days). Enriched adds Form 3 LLP Agreement filing (within 30 days) + GST migration (cancellation of firm GSTIN + fresh GSTIN under LLP) + corporate bank account opening + Udyam / MSME migration. Supreme adds asset transfer agreement + license amendments (Shop & Estd / Trade License) + 6-MONTH STATUTORY STACK (Form 11 + Form 8 + ITR).
7. Government Fees + Stamp Duty + Out-of-Pocket: MCA filing fee for Form FiLLiP + Form 17 = ₹0 for contribution up to ₹1 lakh; slab-based above (₹50 – ₹500 typical). Name reservation ₹200 – ₹1,000 per attempt. Stamp duty on LLP Agreement varies by State (₹500 – ₹5,000+ based on contribution amount). Stamp duty on Asset Transfer Agreement (Supreme tier, if applicable) ₹500 – ₹3,000+. DSC issuance = ₹1,999 per Class-3 individual DSC per designated partner. Affidavit + notarisation = ₹500 – ₹1,500. All government fees + stamp duty + DSC are billed at actuals on top of our professional fee.
8. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
9. Asset / Liability Auto-Vesting under Second Schedule: Per Clauses 6 + 7 of the Second Schedule, on registration of the LLP, ALL TANGIBLE + INTANGIBLE PROPERTY VESTED IN THE FIRM, all ASSETS, INTERESTS, RIGHTS, PRIVILEGES, LIABILITIES, OBLIGATIONS relating to the firm + the WHOLE OF THE UNDERTAKING of the firm shall be TRANSFERRED TO AND SHALL VEST IN THE LLP without further assurance, act or deed. The firm shall be DEEMED TO BE DISSOLVED + removed from the records of the Registrar of Firms. In most cases this auto-vesting is sufficient; an explicit Asset Transfer Agreement (Supreme tier) is included for specific cases needing clearer documentation (e.g., immovable property registration, bank loan transfer, etc.).
10. Form 14 — Notice to Registrar of Firms (Within 15 Days): Per Clause 8 of the Second Schedule + LLP Rules, the LLP shall — WITHIN 15 DAYS of the date of registration as LLP — inform the concerned REGISTRAR OF FIRMS (under the Indian Partnership Act 1932) about the conversion + dissolution of the firm via FORM 14. This is a mandatory procedural follow-up — we file it on behalf of the client (included in all plans).
11. Form 3 — LLP Agreement Filing (Within 30 Days): Per Section 23 of LLP Act 2008 + Rule 21 of LLP Rules 2009, the LLP Agreement must be filed with the Registrar in FORM 3 within 30 DAYS of incorporation. If not filed, the rights + duties of partners + LLP default to the FIRST SCHEDULE provisions (which most firms don't want). Stamp duty on LLP Agreement payable at State rates. Filed in Enriched + Supreme tiers; Elemental clients file Form 3 themselves (we provide template).
12. Tax Position on Conversion: The position under the Income-tax Act 1961 is generally that conversion of a Partnership Firm into an LLP under Section 55 + Second Schedule is NOT REGARDED AS A TRANSFER (no capital-gains tax) because the LLP is essentially a continuation of the firm + assets vest by operation of law (not by sale / transfer). However, the FIRM IS DEEMED DISSOLVED + the LLP is a new juridical person — so structuring matters. The conditions in Section 47(xiiib) of the Income-tax Act (capital-gains exemption for company-to-LLP conversion) do NOT directly apply to partnership-to-LLP, but their spirit is good guidance: same partners, same proportionate interest, no consideration other than allotment of contribution. Complex / high-value transfers need separate IT advisory which is OUT OF SCOPE.
13. Refund Policy: Full refund of professional fee (less ₹999 documentation handling) is available if Form 17 + FiLLiP application is not submitted within 10 working days from receipt of all required documents + Approved Name + DSC + audited statement + government fees. Government fees, stamp duty, and DSC charges if already incurred are non-refundable.
14. Out-of-Scope Items: Full Income-tax advisory beyond basic structuring (separately quoted), transfer pricing review, customs / EXIM portfolio migration, bank-loan restructuring, prior-year ITR re-filing of the firm, partner-dispute resolution prior to conversion, FEMA / FDI structuring for foreign partners (LLP Act permits foreign-investor LLPs subject to FEMA conditions — separately quoted), and litigation involving the firm's pending dues are NOT included in the base plans.