LLP Form 18 — converting a private or unlisted public company into an LLP, step by step
Due: Filed inside FiLLiP, with the incorporation
LLP Form 18 is the application and statement filed when a private company or an unlisted public company converts into an LLP. On MCA V3 it is a linked form within FiLLiP rather than a separate filing. The conditions are strict and MCA checks them before conversion is allowed: there must be no security interest subsisting on the company's assets, all shareholders must become partners of the LLP and nobody else, there must be no open forms pending payment or processing, and no unsatisfied charges. A listed company cannot convert at all.
Form 18 is not a standalone filing on the MCA V3 portal. It is a linked form inside FiLLiP, and it becomes available only when Type of incorporation at FiLLiP field 1(c) is set to Conversion of Private company/unlisted public company into LLP.
LLP Form 18 at a glance
| What it is | Application to Convert a Company into an LLP |
|---|---|
| Governing law | Section 56 of the Limited Liability Partnership Act, 2008, read with the Third Schedule to the Act and Rule 39 of the Limited Liability Partnership Rules, 2009 |
| Deadline | Completed as a linked form within FiLLiP at the time of applying for incorporation |
| Processing mode | Filed as part of FiLLiP |
| Who signs | Digitally signed within the FiLLiP application by the proposed designated partners. |
| Who certifies | The statement of assets and liabilities must be certified by a chartered accountant in practice. Certification of the application itself is handled at FiLLiP level. |
| Late fee | No — no additional fee applies |
Who has to file LLP Form 18
- A private company wishing to convert into an LLP.
- An unlisted public company wishing to convert into an LLP.
- All shareholders of the company must become partners of the LLP, and no one else.
- Not available to a listed company, nor to a company with a subsisting security interest on its assets.
When it is due
| Type of incorporation | Set FiLLiP field 1(c) to Conversion of Private company/unlisted public company into LLP |
|---|---|
| Form 18 availability | The Proceed to Form 18 button then appears in the FiLLiP flow |
| Separate deadline | None — submitted with FiLLiP |
| After conversion | File Form 3 with the LLP Agreement within 30 days of incorporation |
Where to find it on the MCA portal
The exact path on MCA V3, in order:
MCA Services → LLP e-Filing → FiLLiP Incorporation of LLP → Type of incorporation = Conversion of Private company/unlisted public company into LLP → Proceed to Form 18
Before you start
Every one of these has to be true before the form will go through. Checking them first is what saves a cancelled SRN.
- The company must be a private company or an unlisted public company. A listed company cannot convert.
- No security interest may be subsisting on the company's assets at the time of application.
- No open form work items, and no form pending payment or processing in respect of the company — MCA's FiLLiP instruction kit states this as an express condition.
- No open or unsatisfied charges pending against the company.
- All shareholders must become partners of the LLP, and only they.
- Up-to-date filings: the company's annual returns and financial statements must be filed.
- Consent of all unsecured creditors to the conversion.
How to file LLP Form 18, step by step
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Test the company against the conditions first
Before anything else, confirm the company is private or unlisted public, that no security interest subsists on its assets, that no charge is open, and that no form is pending payment or processing. Any one of these blocks the conversion, and discovering it halfway through FiLLiP wastes the whole application.
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Clear charges and pending forms
Satisfy and close out any registered charge, and complete any form sitting in pending-payment or under-processing status. MCA checks the company's record, not your intentions.
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Bring the company's filings up to date
Annual returns and financial statements must be filed. A company behind on its own compliance cannot convert its way out of it.
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Get shareholder and creditor consents
All shareholders must consent and must become partners of the LLP — no new partners may be introduced in the conversion, and no shareholder may be left out. Obtain the consent of all unsecured creditors as well.
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Start FiLLiP and set the type of incorporation correctly
Sign in, then MCA Services → LLP e-Filing → FiLLiP. At field 1(c), Type of incorporation, select Conversion of Private company/unlisted public company into LLP. This is what unlocks Form 18; without it the option never appears.
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Fill FiLLiP and complete Form 9
Complete the main application, then work through Form 9 — the consent of each proposed designated partner.
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Click Proceed to Form 18
After Form 9, the Form 18 action button appears because of the conversion type selected. This is step 10 in MCA's numbering of the FiLLiP flow.
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Complete the application and statement
Give the company's CIN, date of incorporation, details of its shareholders and their shareholding, and the statement of assets and liabilities. Confirm that no security interest subsists and that all shareholders are becoming partners.
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Attach the conversion documents
Statement of assets and liabilities certified by a chartered accountant in practice, acknowledgement of the latest income-tax return, consent of all unsecured creditors, list of shareholders becoming partners, and no-objection certificates from any regulator whose approval is needed. PDF or JPG, 2 MB maximum each.
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Complete AGILE-PRO-S and submit together
AGILE-PRO-S is mandatory. The entire application — FiLLiP, Form 9, Form 18 and AGILE-PRO-S — is submitted as one, under a single SRN. Affix the DSC, upload within 15 days and pay within the usual window.
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File Form 3, and then Form INC-28 for the company
After the certificate of incorporation, file Form 3 with the LLP Agreement within 30 days. The conversion also has to be intimated on the company side, and the company is dissolved and removed from the register of companies once the conversion takes effect. Update PAN, TAN, GST, bank accounts, licences and contracts.
Documents to attach
Mandatory
- Statement of assets and liabilities of the company, certified by a chartered accountant in practice.
- Acknowledgement of the latest income-tax return of the company.
- Consent of all the unsecured creditors to the conversion.
- List of all shareholders of the company, all of whom become partners of the LLP.
Optional
- No-objection certificate from any regulatory authority whose approval the company's activities require.
- Board and shareholder resolutions approving the conversion.
File limits: Attachments are made within the FiLLiP application. PDF or JPG only, maximum 2 MB per file.
Government fee for LLP Form 18
Form 18 has no separate fee. The FiLLiP fee, based on the contribution of the proposed LLP, is what is payable, together with any name reservation fee.
Is there a late fee?
No additional or delay fee applies to Form 18, as it has no independent deadline. The Form 3 that follows incorporation does carry a 30-day deadline and a late fee.
Why LLP Form 18 gets rejected
These are the failures that actually stop filings, in rough order of how often they come up.
A security interest subsists on the assets
Conversion is not permitted while any security interest subsists. It must be released first.
An open or unsatisfied charge
Any charge still on the company's record blocks the conversion.
A form pending payment or processing
MCA's own FiLLiP instructions make a clear record a condition of conversion.
The company is listed
A listed company cannot convert into an LLP at all.
Shareholders and partners do not match
Every shareholder must become a partner, and nobody who was not a shareholder may be added.
Company filings in arrears
Annual returns and financial statements must be up to date.
Wrong type of incorporation in FiLLiP
Without the correct selection at field 1(c), the Form 18 option never appears.
Unsecured creditors' consent missing
Consent of all unsecured creditors is required.
LLP Form 18 — frequently asked questions
Can I file LLP Form 18 on its own?
No. It is a linked form inside FiLLiP on MCA V3, and it only becomes available once you select Conversion of Private company/unlisted public company into LLP as the type of incorporation.
Which companies can convert into an LLP?
A private company or an unlisted public company. A listed company cannot convert. The company must also have no subsisting security interest on its assets, no unsatisfied charges, and no forms pending payment or processing.
Can new partners be brought in during the conversion?
No. All shareholders of the company become partners of the LLP and nobody else. Any change to the ownership group has to happen before or after the conversion, separately.
What happens to the company after conversion?
Its property, assets, liabilities and obligations vest in the LLP, and the company is dissolved and its name removed from the register of companies.
What is the fee for Form 18?
There is no separate fee. You pay the FiLLiP fee, which depends on the proposed LLP's contribution, plus any name reservation fee.
Why does the Form 18 option not appear in FiLLiP?
Because the type of incorporation at field 1(c) has not been set to Conversion of Private company/unlisted public company into LLP. That selection is what makes the linked form available.
What is the difference between Form 17 and Form 18?
Form 17 converts a partnership firm into an LLP. Form 18 converts a private or unlisted public company into an LLP. Both are linked forms within FiLLiP, and which one you are offered depends on the type of incorporation you select.
Checked against the Ministry of Corporate Affairs instruction kit for this web form and the Limited Liability Partnership Rules, 2009. MCA changes its forms and fees from time to time — confirm the current position on mca.gov.in before you file.