Convert Partnership Firm to LLP

How It Works

1. 1

   Verify Partnership Firm Registration and Eligibility

   Confirm that the partnership firm is registered under the Indian Partnership Act, 1932. Unregistered firms are not eligible for conversion under Schedule II of the LLP Act, 2008. Collect the firm's registration certificate, all versions of the partnership deed, and a current list of partners.

2. 2

   Obtain Digital Signature Certificates and DPINs

   All designated partners must obtain Class 3 Digital Signature Certificates. If any partner does not already have a Designated Partner Identification Number, it must be obtained by filing Form DIR-3 on the MCA portal. At least two partners must be designated partners, with at least one being an Indian resident.

3. 3

   Draft and Finalise the LLP Agreement

   Prepare a comprehensive LLP Agreement specifying the name of the LLP, the registered office, the nature of business, capital contributions of each partner, profit-sharing ratios, rights and duties of designated partners, and dispute resolution mechanisms. This document must reflect the actual commercial understanding of the partners.

4. 4

   File Form 17 and Form 2 on MCA Portal

   File Form 17 (application for conversion of firm to LLP) along with Form 2 (incorporation document and subscriber's statement) on the MCA portal. Form 17 requires an affidavit from all partners, details of the firm, and a statement of assets and liabilities of the firm as on a date not more than 30 days before filing.

5. 5

   Receive Certificate of Incorporation and LLPIN

   Upon approval by the Registrar of Companies, a Certificate of Incorporation is issued for the LLP with a unique Limited Liability Partnership Identification Number. The partnership firm is deemed dissolved from this date and the LLP becomes its successor.

6. 6

   File LLP Agreement, Obtain Fresh Registrations, and Update Records

   File the LLP Agreement in Form 3 within 30 days of incorporation. Apply for fresh GST registration, update PAN records for the LLP (which gets a new PAN), open a new bank account in the LLP's name, and notify all key counterparties of the conversion.