How to Convert a Partnership Firm into an LLP (Form 17 Process)
Partnership to LLP conversion: RUN-LLP at ₹200, FiLLiP with Form 17, statement of assets and liabilities, Form 3 within 30 days and tax-neutral conditions.
Short answer
To convert a firm into an LLP under section 55 of the LLP Act, all partners must become partners of the LLP. Reserve the name through RUN-LLP, then file FiLLiP with Form 17, a CA-certified statement of assets and liabilities and consent of secured creditors. The registrar issues a certificate of registration on conversion; file the LLP agreement in Form 3 within 30 days.
- Law
- Section 55 and Second Schedule, LLP Act
- Name reservation
- RUN-LLP, ₹200
- Conversion form
- Form 17 with FiLLiP
- Certificate
- Form 19
- LLP agreement
- Form 3 within 30 days
- Who joins
- All partners of the firm, no one else
Who can convert?
Any partnership firm can convert if all its partners, and only those partners, become the LLP's partners. Registered and unregistered firms can both convert, though unregistered firms may need extra evidence of existence. If a partner wants to exit or a new partner wants to join, do it before or after conversion, not as part of it.
What documents are needed?
Form 17 is filed together with FiLLiP and contains the conversion application and a statement of partners. The documents below support it, and the registrar may ask for more if the firm's records are thin.
- Statement of assets and liabilities certified by a practising CA (not older than 15 days)
- Latest income tax return acknowledgement of the firm
- List of secured creditors and their consent
- Partnership deed and firm registration certificate, if registered
- Consent of all partners to convert
- Partner KYC, office proof and DSCs
- Approval from any regulator, if the business needs one
What happens on conversion?
The registrar issues a certificate of registration on conversion in Form 19. From that date, all property, assets, rights, liabilities and contracts of the firm vest in the LLP and the firm is dissolved. Pending proceedings continue in the LLP's name. For 12 months the LLP must state on its correspondence that it was converted from the named firm. Intimate the Registrar of Firms of the conversion in the prescribed form.
What are the tax conditions?
Under section 47(xiiib) of the 1961 Act, conversion was not a taxable transfer if all assets and liabilities moved to the LLP, partners' capital and profit-sharing ratios stayed the same, partners received nothing other than their share of profit and capital, firm turnover did not exceed ₹60 lakh in any of the three preceding years, partners together held at least 50% of profit share for five years, and no accumulated profits were paid out for three years. Check how the 2025 Act carries these conditions before filing.
After conversion
Update PAN records, apply for a fresh GST registration or amend as advised by your consultant, and update bank accounts, licences, insurance and contracts. File Form 3 with the LLP agreement within 30 days, then Form 11 and Form 8 every year.
| Item | Action |
|---|---|
| LLP agreement | Form 3 within 30 days |
| Bank accounts | Change name and constitution |
| GST | Register or amend for the LLP |
| Licences | Transfer or amend |
| Annual filings | Form 11 by 30 May, Form 8 by 30 October |
Timeline at a glance
Most conversions take a few weeks, driven by the CA certificate, secured creditor consents and MCA processing time. Start collecting creditor consents early because banks can be slow to respond.
| Step | Timing |
|---|---|
| Partner consent and RUN-LLP | Week 1 |
| CA statement and creditor consent | Week 1–2 |
| FiLLiP with Form 17 | Week 2 |
| Form 19 certificate | After MCA approval |
| Form 3 | Within 30 days of conversion |
Common mistakes
Adding a new partner during conversion, using a stale statement of assets and liabilities, and forgetting secured creditors' consent are the usual causes of rejection. On the tax side, a payout of accumulated profits within three years can make the conversion taxable retrospectively.
Step by step
- 1Partners agree
All partners sign consent to convert.
- 2Reserve name
File RUN-LLP with the ₹200 fee.
- 3Prepare statement
Get a CA-certified statement of assets and liabilities.
- 4Creditor consent
Obtain consent of secured creditors.
- 5File FiLLiP and Form 17
Submit with partner KYC, office proof and fees.
- 6Receive Form 19
Get the certificate of registration on conversion.
- 7File LLP agreement
Execute and file Form 3 within 30 days.
- 8Update registrations
Change PAN, GST, bank and licences.
Related services
Sources
- Ministry of Corporate Affairs – MCA21 portal
- TaxGuru – Conversion of partnership firm into LLP (2025)
- Quicko – RUN-LLP and FiLLiP fee schedule
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Can an unregistered partnership convert to an LLP?
Yes, but you need to establish the firm's existence through the deed, tax returns and bank records.
Is conversion taxable?
It can be tax-neutral if the statutory conditions are met, including the turnover limit and five-year profit-sharing requirement.
Can a new partner join during conversion?
No. Only the existing partners can become partners of the LLP on conversion.
Does the firm's PAN continue?
Treatment varies in practice; confirm with your CA and update PAN records after conversion.