Conversion of Partnership firm into LLP

Key Benefits:

A) Automatic transfer
All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the LLP.

B) No Stamp Duty
All movable and immovable properties of the firm automatically vest in the LLP. No instrument of transfer is required to be executed and hence no stamp duty is required to be paid.

C) No Capital Gain Tax
No Capital Gains tax shall be charged on transfer of property from firm to LLP.

D) Continuation of Brand Value
The goodwill of the firm and its brand value is kept intact and continues to enjoy the previous success story with legal recognition.

E) Carry Forward and Set off Losses and Unabsorbed Depreciation
The accumulated loss and unabsorbed depreciation of firm is deemed to be loss/ depreciation of the successor LLP for the previous year in which conversion was effected. Thus such loss can be carried for further eight years in the hands of the successor LLP.

Key requirements:

  • On Conversion, all the partners of the partnership firm shall become partners of the LLP in the same proportion in which their capital accounts stood in the books of the Firm on the date of the conversion.

  • Upto date filing of Income tax returns.

  • Consent of all the unsecured creditors for the proposed conversion.

  • The partners receive consideration only by way of allotment of shares in LLP.

  • Minimum 2 Designated Partners.

  • Atleast 1 of the designated partners shall be an Indian Resident.

  • The Partners and Designated Partners can be same person.

  • There is no concept of share capital, but there has to be some sort of contribution from each partner.

  • DPIN (Designated Partner Identification Number) for all the Partners.

  • DSC (Digital Signature Certificate) for all of the Designated Partners.

Steps involved in formation of a Limited Liability Partnership (LLP)

Step No.


Timeframe (Working days)


DPIN (Designated Partner Identification Number)

• Approved DPIN is a pre-requisite for incorporation process



• Apply for DPIN and get a provisional DPIN

• Certification/Attestation of director's personal details

• Sending the same to the MCA Cell and getting it approved


Application for Name Availability

• Filing of Form 1

On conversion of Firm only addition of the  word “ LLP in existing name of the Firm  as last word is allowed
Documents required for incorporation of an LLP

• LLP Agreement

• Form 2

(Statement by Promoter)

• Form 3

(Information regarding the LLP Agreement)

• Form 4 & Form 9

(Notice of Consent & Appointment of Designated Partners with their personal details)

• Subscription sheet signed by the promoters

• Duly stamped LLP Agreement

• Proof of Address of Registered Office











Drafting the LLP Agreement and after getting it vetted by Promoters, sending it for printing

Important attachments for Form 17

• Statement of partners

• Statement of Assets and Liabilities of the  company duly certified as true and correct  by the C.A.

• List of all the unsecured creditors along  with their consent to conversion

• Approval from any other body/authority,  if required

• Processing of eForms

Final Process:

• Filing all the above documents with the ROC.
• Follow up with the ROC Making changes in LLP Agreement.
• Other Incorporation documents as suggested by the ROC





• Online uploading of e-Forms  

• Payment of Registration fees

• Issue of Certificate of Incorporation