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Conversion of Partnership Firm to LLP: Step-by-Step Process Explained

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Financial Analyst

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Introduction

With increasing focus on flexibility, limited liability protection, and ease of compliance, many traditional partnership firms are converting into Limited Liability Partnerships (LLPs). LLPs offer a modern business structure with the combined advantages of partnership and corporate identity—making them ideal for professionals, SMEs, and growing businesses.

To help businesses transition smoothly, Saving Mantra provides a structured, compliant, and step-by-step conversion service from Partnership Firm to LLP.

Why Convert a Partnership to LLP?

Converting to LLP offers major advantages:

  • Limited liability protection for partners
  • No limit on the number of partners
  • Separate legal identity
  • Lesser compliance burden compared to companies
  • Flexible management structure
  • Easy capital and ownership restructuring

A proper legal conversion process ensures continuity of business without affecting contracts, assets, or liabilities.

Step-by-Step Process for Converting a Partnership Firm into LLP

Step 1: Understanding Eligibility Requirements

Before starting the process, we check:

  • Whether all partners agree to the conversion
  • Whether the partnership firm is registered (recommended)
  • Whether there are pending disputes, litigation, or debts
  • Whether the name of the firm can be reserved as LLP name

A compliance checklist is shared to ensure readiness.

Step 2: Partners’ Consent & Execution of Resolution

All partners must:

  • Give written consent
  • Approve the decision to convert
  • Authorize one or more partners to complete legally required filings

This ensures that the conversion is legally valid.

Step 3: Obtain Digital Signature (DSC) & DIN for Partners

For LLP incorporation:

  • All designated partners require Digital Signature Certificates (DSC)
  • Partners must apply for Designated Partner Identification Number (DPIN/DIN)

Saving Mantra manages both issuance and verification.

Step 4: Apply for Name Reservation

Using RUN-LLP (Reserve Unique Name), we apply for the LLP name.
Usually, LLP continues with the same name as the partnership, provided:

  • “LLP” suffix is added
  • The name is available on the MCA portal

We ensure the name complies with MCA naming guidelines.

Step 5: Prepare LLP Incorporation Documents

We draft:

  • Incorporation Form FiLLiP
  • Consent of designated partners
  • Proof of registered office
  • Proposed business activity
  • Details of partnership firm

These documents form the base of LLP creation.

Step 6: Filing of Conversion Form – Form 17

This is the key legal filing for conversion.

Form 17 includes:

  • Statement of partners
  • Statement of assets & liabilities
  • List of creditors and their consent
  • Copy of partnership deed
  • NOC from tax authorities (if required)
  • Financial statements of the firm

Saving Mantra ensures complete accuracy to avoid rejection or resubmission.

Step 7: Filing FiLLiP (LLP Incorporation Form)

We submit FiLLiP along with Form 17:

  • Details of partners
  • Registered office
  • Capital contribution
  • Designated partners’ particulars
  • Attachments and declarations

MCA processes both forms concurrently.

Step 8: Issue of Certificate of Registration (Conversion Approval)

Once the ROC verifies all documents:

  • LLP is officially registered
  • Certificate of Registration is issued under Section 58
  • Partnership firm legally ceases to exist

The business continues seamlessly under the LLP structure.

Step 9: Execute & File LLP Agreement (Form 3)

Within 30 days of conversion, the LLP Agreement must be filed.

Agreement includes:

  • Rights & duties of partners
  • Capital contribution
  • Profit-sharing ratio
  • Management structure
  • Indemnity and exit terms

Saving Mantra drafts a customized LLP Agreement aligned with business needs.

Step 10: Update PAN, TAN, Bank & Other Registrations

After conversion, we update:

  • PAN and TAN
  • GST registration
  • MSME, Shops & Establishment
  • Professional Tax
  • Trade licenses
  • Bank account KYC
  • Contracts, leases & agreements

This ensures smooth operational continuity.

Step 11: Intimation to Authorities & Stakeholders

We prepare intimation letters for:

  • Vendors
  • Clients
  • Government departments
  • Tax authorities
  • Employees

This ensures full legal and commercial transparency.

Step 12: Post-Conversion Compliance

After LLP formation, mandatory compliance includes:

  • Annual filing (Form 11 & Form 8)
  • Partner changes (if any)
  • Maintenance of books & accounts
  • Audit (if turnover exceeds limits)

Saving Mantra ensures ongoing compliance throughout the year.

Benefits of Saving Mantra Partnership-to-LLP Conversion Services

  • 100% ROC-compliant workflow
  • Expert drafting & documentation
  • Zero-error filing support
  • Fast turnaround with dedicated specialists
  • End-to-end guidance including post-conversion compliance

Conclusion

Converting a Partnership Firm into an LLP is a strategic move that enhances legal protection, credibility, and operational flexibility. However, the conversion requires accurate documentation, partner approvals, and MCA filings.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

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