Partnership firms run on trust between partners, which is great until something goes wrong. One partner takes a bad decision, signs a dodgy contract, or the firm defaults on a loan — and suddenly every partner's personal assets are exposed, not just the one who caused the mess. That's the single biggest reason firms move to an LLP structure. Once you convert, each partner's liability is capped at what they've put into the business, not a rupee more.
Unlike a sole proprietorship, this conversion has a real, dedicated legal pathway. It's governed by Section 55 read with the Second Schedule of the LLP Act, 2008, along with Rule 38 of the LLP Rules, 2009. That means a registered partnership firm can convert directly into an LLP — no need to shut the firm down, set up a fresh entity, and transfer assets manually the way a proprietorship has to.
Here's the part most business owners find reassuring: when a partnership firm converts into an LLP, everything the firm owns — its property, contracts, employees, pending legal cases, the lot — automatically moves over to the LLP by operation of law. No separate transfer deed, no stamp duty on the asset transfer itself, because nothing is technically being "sold" or "conveyed" — it just vests in the new LLP the moment the Certificate of Registration is issued.
There's a catch worth knowing upfront, though: every partner of the existing firm has to become a partner in the new LLP, with the same profit-sharing arrangement carried forward. You can't use this route to add a new investor or drop a partner who's leaving — those changes need to happen either before you start the conversion or after the LLP is already registered.
If your partnership firm was never registered under the Indian Partnership Act, 1932, you'll need to sort that out first. The MCA's conversion process expects firm registration details and a registered partnership deed as part of the filing, and an unregistered firm generally can't go through this direct route. It's an easy thing to overlook, and it's one of the first things we check before starting any conversion for a client.
Most conversions wrap up in 15 to 30 working days, counting from name reservation to the Certificate of Registration. The wildcard is usually how quickly all partners can get their DSCs sorted and sign off on the consent statement — if everyone's on the same page early, the MCA processing itself moves fairly fast.
Government fees depend on the LLP's proposed capital contribution, and professional fees vary with the number of partners and the complexity of the firm's existing assets. As a rough guide, budget somewhere in the range of ₹8,000 to ₹25,000 for the complete conversion, excluding any state-specific stamp duty that might apply to the LLP Agreement itself. We'll give you an exact number once we've reviewed your firm's structure — not a generic estimate.
This is where a lot of firms get anxious, so let's be direct about it. When all partners carry forward into the LLP in the same profit-sharing ratio and the assets genuinely vest by operation of law rather than being sold, the conversion is generally treated as tax-neutral — no capital gains tax on the transfer. That said, "generally" is doing some work in that sentence. If there's a revaluation of assets, a change in capital ratios, or anything unusual in how the firm's books are structured, the tax position needs a proper review before you file. LegalDev's tax team checks this for you before the conversion, not after.
The moment your Certificate of Registration is issued, you step into LLP compliance requirements — Form 11 (Annual Return) and Form 8 (Statement of Account and Solvency) become your new yearly obligations, on top of income tax filing as an LLP rather than a partnership firm. LegalDev's Annual Compliance - LLP service picks this up right after incorporation so nothing slips through the cracks in year one.
We've seen conversions get stuck on small things — a firm that was technically unregistered under state law, partners who didn't realise they all needed DSCs, a Form 17 that got bounced back because the CA certificate wasn't dated correctly. Our team checks all of this upfront, handles the RUN-LLP, Form 17, FiLLiP, and Form 3 filings end-to-end, and makes sure the Registrar of Firms intimation doesn't get missed either. You get one point of contact from the first document to the Certificate of Registration in your inbox.
Only firms registered under the Indian Partnership Act, 1932 can use this direct conversion route under the Second Schedule of the LLP Act, 2008. If your firm was never formally registered, that needs to be addressed before the conversion can proceed.
Yes. Every existing partner must become a partner in the LLP, with the same profit-sharing ratio carried forward. Adding or removing partners has to happen separately, either before the conversion starts or after the LLP is registered.
The key forms are RUN-LLP (name reservation), Form 17 (application and statement for conversion), FiLLiP (incorporation), Form 3 (LLP Agreement, within 30 days of registration), and Form 14 (intimation to the Registrar of Firms, within 15 days of registration).
No. Since the assets and liabilities vest in the LLP automatically by operation of law rather than through a sale or conveyance, no separate instrument of transfer is needed, and no stamp duty applies to that transfer.
Generally, no, when all partners continue into the LLP in the same profit-sharing ratio and the transfer happens by operation of law. However, this depends on the specific facts of your firm's books, so it's worth getting a tax review done before filing.
They don't transfer automatically. The LLP is a new legal entity for licensing purposes, so GST registration, IEC, FSSAI, and most other sector-specific licenses need to be freshly applied for once the Certificate of Registration is issued.
Typically 15 to 30 working days from the RUN-LLP name reservation to receiving the Certificate of Registration, depending on how quickly partner consents and DSCs come together.
It's strongly recommended. Between checking firm registration status, coordinating DSCs for every partner, and filing Form 17, FiLLiP, Form 3, and Form 14 within their respective deadlines, a single missed step can delay the entire process by weeks.
Send us your partnership deed, partner details and financial statements — we'll check your firm's eligibility and handle the entire conversion filing end to end.