Section 55 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 55 is one sentence: a firm may convert into an LLP in accordance with Chapter X and the Second Schedule. The section opens the door; the Second Schedule says who is eligible, what is filed, and what happens on conversion, and section 58 deals with registration and effect. If you run a partnership firm and are weighing a move to an LLP, our LLP registration service handles the conversion from start to finish.
"A firm may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Second Schedule" (s.55). Section 55 contains no conditions of its own: eligibility, the documents, the Registrar's certificate and the effects of conversion are in section 58 and the Second Schedule.
What section 55 says
The full text is: "A firm may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Second Schedule."
Three things to note.
- "A firm". In the Second Schedule, "firm" means a firm as defined in section 4 of the Indian Partnership Act, 1932. A partnership that is not within that definition does not fit the route. Our article on the definition of partnership covers the 1932 Act definition.
- "May". Conversion is an option, not a requirement. The section does not oblige any firm to convert.
- "This Chapter and the Second Schedule". Chapter X covers sections 55 to 58. Section 55 is for firms, section 56 for private companies, section 57 for unlisted public companies, and section 58 for registration and effect. See sections 56 and 57 and section 58.
Where the detail sits
| Question | Where answered |
|---|---|
| Who may convert, and on what condition | Second Schedule (see our article on the Second Schedule) |
| What is filed with the Registrar | Second Schedule |
| Certificate of registration and the 15-day intimation to the Registrar of Firms | Section 58(1) |
| Effect on property, rights and liabilities | Section 58(4) and the Second Schedule |
| Binding effect on partners and the LLP | Section 58(2), (3) |
Without reproducing the Schedule, three points from the surrounding text are worth knowing.
1. Who the partners of the LLP will be. The Second Schedule says a firm may apply to convert if and only if the partners of the LLP into which it is to be converted comprise all the partners of the firm and no one else. So the partners in the LLP are the firm's partners, not others.
2. The Registrar registers and certifies. Under section 58(1), the Registrar, on being satisfied that the firm has complied with the Second Schedule, registers the documents and issues a certificate of registration. The LLP must, within fifteen days of the date of registration, inform the Registrar of Firms with which the firm was registered under the Indian Partnership Act, 1932, about the conversion, in the prescribed form and manner.
3. Effects. From the date in the certificate, section 58(4) says there is an LLP by the specified name; the firm's property, assets, rights, liabilities and undertaking are transferred to and vest in the LLP without further assurance, act or deed; and the firm is deemed dissolved and removed from the records of the Registrar of Firms.
Form to use
The form for conversion of a firm has its own post on our site: Form 17 under section 55: converting a firm into an LLP, with a step-by-step version in how to file LLP Form 17. The form and fee are prescribed by the LLP Rules, 2009 as amended from time to time; this article states no fee. For the whole journey, see conversion of partnership firm to LLP: complete process.
What the section does not do
- It does not say what happens to the firm's earlier liabilities. That is for the Second Schedule, which deals with the partners' continuing responsibility for pre-conversion liabilities.
- It does not give a time limit for conversion.
- It does not deal with taxes on conversion. See our income-tax guides.
- It does not apply to sole proprietorships, HUFs or other forms; those are separate routes. Our existing guides, such as how to convert a sole proprietorship into an LLP, cover them.
Example. Gupta, Rao & Sons is a registered partnership firm with four partners. They wish to carry on as an LLP. Under section 55 and the Second Schedule, the LLP's partners must be those four partners and no one else. They file the documents under the Schedule, the Registrar issues a certificate of registration, and, from the date in the certificate, the firm's assets and liabilities vest in the LLP, with the firm deemed dissolved. The LLP informs the Registrar of Firms within fifteen days.
Practical points
- Confirm that the firm falls within the 1932 Act's definition and that the LLP's partners will be all the firm's partners and nobody else.
- Settle the LLP agreement before filing; see our articles on the LLP agreement.
- Plan the intimation to the Registrar of Firms within fifteen days of registration.
- Update licences, bank accounts and contracts in the name of the LLP after conversion.
Need help converting your firm?
Conversion involves the Second Schedule documents, the LLP agreement, the Registrar's certificate and the follow-up with the Registrar of Firms. Our LLP registration service can manage the conversion, prepare the documents and attend to the intimation steps.
Key takeaways
- A firm may convert into an LLP under Chapter X and the Second Schedule (s.55).
- Section 55 itself sets no conditions; the Schedule and section 58 do.
- The LLP's partners must be all the firm's partners and no one else (Second Schedule).
- On registration, the firm's property and liabilities vest in the LLP and the firm is deemed dissolved (s.58(4)).
- The form is covered in our post on Form 17.
Read next
- Sections 56 and 57: conversion of private and unlisted public company into LLP
- Section 58: registration and effect of conversion
- Second Schedule: conversion of firm into LLP
- How to convert a partnership firm into an LLP
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.