LLP
Topic 61 Conversion Procedure Forms Timeline
THE LEGAL BRIDGE
Judiciary Examination Study Material
Topic 61
Conversion Procedure — Step-by-Step
Forms, Timelines, Newspaper Notification & Post-Conversion Formalities
Pillar 7 — Conversion to LLP (Sections 55–59 + Schedules 2–4)
Module Overview This topic synthesises the procedural aspects of all three conversion routes — focusing on the specific forms, filing timelines under LLP Rules 2009 (Rules 32–37), the newspaper notification requirement, intimation to the original Registrar (of Firms or of Companies), and the post-conversion formalities required for practical completion of the conversion. |
61.1 LLP Rules — Conversion Rules (Rules 32–37)
Rule | Subject | Form |
Rule 32 | Conversion of firm to LLP (Schedule 2) | Form 17 |
Rule 33 | Conversion of private company to LLP (Schedule 3) | Form 18 |
Rule 34 | Conversion of unlisted public company to LLP (Schedule 4) | Form 18 |
Rules 35–37 | Common provisions: newspaper publication; intimation to original Registrar; post-conversion formalities | Various |
61.2 Forms Required for Each Conversion Type
Form | Purpose | Who Files | Deadline |
Form 17 | Conversion of firm to LLP (Rule 32) | All partners of firm + proposed DPs | At time of conversion application |
Form 18 | Conversion of private/public company (Rules 33-34) | All shareholders/directors (who will become DPs) | At time of conversion application |
FiLLiP | New LLP incorporation (part of conversion process) | Proposed designated partners | Simultaneously with Form 17/18 |
Form 3 | LLP Agreement of the new LLP | Designated partners of new LLP | Within 30 days of Certificate of Conversion |
61.3 Newspaper Publication — Within 30 Days
Within 30 days of the Certificate of Conversion being issued:
- One vernacular-language newspaper: In the state/district where the LLP's registered office is located.
- One English-language newspaper: Circulating in the area where the registered office is situated.
- Purpose: Constructive notice to third parties — creditors, counterparties, regulators — that the original entity has been converted into an LLP.
61.4 Intimation to Original Registrar
Converting Entity | Original Registrar | Required Action |
Partnership firm (IPA) | Registrar of Firms under IPA 1932 | File intimation for dissolution/removal from Register of Firms |
Private company | Registrar of Companies (ROC) | File intimation of conversion; ROC removes company from register; CIN deactivated |
Unlisted public company | Registrar of Companies (ROC) | Same as above |
61.5 Post-Conversion Formalities Checklist
- PAN/TAN update: Apply to Income Tax Department to update PAN and TAN to the LLP's name.
- GST update: Update GST registration to reflect the LLP as the registered taxpayer.
- Bank KYC: All banks notified; new KYC documentation (Certificate of Conversion + LLP Agreement) provided.
- Revenue/municipal records: Apply to update property records in the name of the LLP.
- IP registrations: Apply to Trade Marks Registry/Patent Office to update ownership records.
- Demat accounts: Update beneficial ownership records with NSDL/CDSL.
- Professional body registrations: ICAI, Bar Council, etc. — update firm registration records.
61.6 Key Timelines Summary
At application Form 17/18 filing | ~10-15 days Certificate issued | Within 30 days Newspaper notice | Within 30 days LLP Agreement (Form 3) |
📌 EXAM TIP: Procedure: (1) Form 17 = firm to LLP (Rule 32); Form 18 = company to LLP (Rules 33-34); (2) Certificate of Conversion = the moment LLP comes into existence; (3) Newspaper notice within 30 days of Certificate — vernacular + English; (4) LLP Agreement: Form 3 within 30 days; (5) Intimation to Registrar of Firms (firm) or ROC (company) — the original registrar must be informed. |
Key Point | Core Content |
Rule 32 | Firm to LLP — Form 17 |
Rule 33/34 | Company to LLP — Form 18 |
Newspaper notice | Within 30 days of Certificate — vernacular + English newspapers |
Original registrar | Registrar of Firms (firm) OR ROC (company) must be intimated |
LLP Agreement | Form 3 within 30 days of Certificate of Conversion |
Post-conversion | PAN, GST, bank KYC, IP registries, demat accounts all need updating |