How to Convert a Partnership Firm into an LLP

Converting a partnership firm into a Limited Liability Partnership (LLP) in India is a legally recognized process governed by the LLP Act, 2008. The conversion provides benefits like limited liability, separate legal entity status, and perpetual succession, while maintaining the structure of a partnership.

✅ Eligibility for Conversion
Before converting, ensure the following:

The partnership firm is registered under the Indian Partnership Act, 1932.

All partners of the firm become partners of the LLP.

There is no security interest in the firm’s assets subsisting or in force at the time of conversion.

???? Step-by-Step Process to Convert a Partnership Firm into an LLP
Step 1: Obtain DSC and DIN
Digital Signature Certificate (DSC): Required for all proposed designated partners.

Director Identification Number (DIN): Apply via Form DIR-3 (if not already obtained).

Step 2: Name Reservation
File RUN-LLP (Reserve Unique Name – LLP) form with the MCA.

Name should be unique and ideally match or resemble the existing partnership firm’s name.

Step 3: File LLP Incorporation Form (FiLLiP)
File the FiLLiP (Form for incorporation of LLP) on the MCA portal.

Attach necessary documents:

Consent of partners

Proof of registered office

Identity/address proof of partners

Subscribers’ sheet

Details of designated partners

Step 4: File Form 17 (Application for Conversion)
Form 17 is filed along with FiLLiP for the conversion of the partnership into an LLP.

Attachments to Form 17:

Statement of partners

Statement of assets and liabilities certified by CA (not older than 30 days)

Copy of acknowledgment of latest income tax return

List of secured creditors and their consent

Consent of all partners for conversion

Any other supporting documents (like NOC from authorities)

Step 5: Certificate of Incorporation
Once approved, the Registrar issues a Certificate of Incorporation (COI) for the LLP.

The partnership firm stands dissolved and is deemed to be converted into an LLP.

Step 6: File LLP Agreement
Draft and file the LLP Agreement in Form 3 within 30 days of incorporation.

It should define mutual rights and duties of partners.

???? Post-Conversion Requirements
Update PAN, TAN, bank accounts, and licenses.

Inform relevant authorities (e.g., GST, income tax, local municipal bodies).

Intimate the Registrar of Firms about conversion within 15 days.

???? Key Notes:
The assets and liabilities of the firm automatically become that of the LLP.

The business continuity is maintained; existing contracts typically remain unaffected.

The LLP must mention on its letterhead that it is converted from a partnership for at least 12 months.