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LLP to Private Limited Company Conversion in India: Convert Your LLP the Right Way

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Section 366, Companies Act: Convert your LLP via URC-1 and SPICe+ filing on MCA V3 Portal - no dissolution required. LLP deemed dissolved on Certificate.

Capital Gains Exempt: Tax exemption under Section 47 of Income Tax Act 1961 subject to 5 specific conditions being met.

Unlock Equity and FDI: Equity fundraising, FDI eligibility, ESOP issuance, and higher credibility with banks and investors.

From INR 4,999: Expert CA and CS-assisted end-to-end conversion service. 45-60 business days typical timeline.

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“
Converted our 3-year-old LLP to Pvt Ltd ahead of our first fundraising round. CA team ensured all Section 47 conditions were met. CS team handled complete MCA filing and post-conversion GST amendment.
FP
Founding Partner
Technology Services LLP, Pune
★★★★★
“
Needed to convert for FDI from a Singapore-based investor. Patron coordinated the 21-day newspaper notice, URC-1 filing, and post-conversion FEMA compliance. Certificate received in 52 days.
DP
Designated Partner
E-commerce LLP, Mumbai
★★★★★
“
Our CA flagged that our share allotment ratio was wrong for Section 47 compliance. They restructured it before filing - saved us from a massive capital gains tax liability. Invaluable tax guidance.
MP
Managing Partner
Consulting LLP, Delhi
★★★★★
“
Converted our CA practice LLP to a Private Limited for ESOP issuance to our team. Patron handled the entire process including LLP backlog clearance before conversion. Very smooth.
SP
Senior Partner
Professional Services LLP, Gurugram
★★★★★

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LLP to Private Limited Conversion - Overview

📌 TL;DR - LLP to Private Limited Conversion Services at a Glance

An LLP converts to a Private Limited Company under Section 366 Companies Act 2013 via URC-1 + SPICe+ on MCA V3 Portal. No direct provision under LLP Act 2008. Capital gains exempt under Section 47 IT Act (5 conditions). 21-day newspaper notice required. LLP deemed dissolved on Certificate of Incorporation. Starting at INR 4,999.

An LLP is excellent for professionals and small businesses, but as your business scales - attracting investors, seeking foreign capital, building ESOPs - staying as an LLP can hold you back. The good news: you can convert your existing LLP directly into a Private Limited Company without dissolving it, under Section 366 of the Companies Act, 2013.

When the 5 conditions under Section 47 of the Income Tax Act 1961 are satisfied, the conversion is exempt from capital gains tax. The process involves partner consent, name approval via SPICe+ Part A, newspaper notice (21-day window), filing of URC-1 and SPICe+, and receipt of Certificate of Incorporation. The LLP is deemed dissolved and all assets vest in the new company.

Content is reviewed quarterly for accuracy.

What is LLP to Private Limited Conversion?

LLP to Private Limited Conversion is the legal process by which a registered LLP restructures as a Private Limited Company under Section 366 of the Companies Act 2013. The LLP Act 2008 has no direct provision for this - the Companies Act steps in.

On conversion, the LLP is deemed dissolved and simultaneously reborn as a Pvt Ltd. All assets, liabilities, contracts, employment agreements, and pending proceedings vest automatically in the new company. This continuity of legal identity is a key advantage over dissolution + fresh incorporation.

External authority: Companies Act 2013 - India Code | MCA V3 Portal

Key Terms for LLP to Private Limited Conversion:

Section 366 - Companies Act 2013 provision authorizing LLP to register as a company.

URC-1 - Primary conversion form filed on MCA V3, linked with SPICe+.

SPICe+ - Integrated MCA form: Part A (name approval) + Part B (incorporation).

URC-2 - Newspaper advertisement format. English + vernacular, 21 clear days before URC-1.

Section 47, IT Act - Capital gains exemption on conversion if 5 conditions met.

Form INC-11 - Certificate of Incorporation issued by ROC confirming conversion.

LLP PVT LTD URC-1 S.47 INC-11 LLP to Private Limited Conversion
Section 366 URC-1 + SPICe+

Why Convert LLP to Private Limited Company?

  • Equity Fundraising: Issue equity shares to angel investors, VCs, HNIs. LLPs cannot issue shares.
  • FDI Eligibility: Broader FDI access under automatic route in most sectors.
  • ESOP Issuance: Employee Stock Option Plans not available in LLPs - crucial for talent retention.
  • Enhanced Credibility: Banks, NBFCs, corporates, and government tenders prefer companies over LLPs.
  • Tax Optimisation: Corporate tax 25% (turnover up to INR 400 crore) vs LLP flat 30%.
  • Future IPO: Only companies can list on stock exchanges.
  • Simpler Share Transfers: Share transfer via SH-4 is simpler than LLP Agreement amendment.

Eligibility: Min 2 partners (all must consent and become shareholders). All LLP filings up to date. No pending compliance violations. LLP with fewer than 7 members registers as Private Limited.

Patron Accounting's LLP to Pvt Ltd Conversion Services

ServiceWhat We Do
Pre-Conversion ReviewAssess compliance status, statutory filings, and eligibility for Section 47 tax-exempt conversion
Partner Consent and ResolutionDraft and facilitate unanimous partner resolution for conversion under Section 366
SPICe+ Part A Name ApprovalFile name reservation on MCA portal (LLP name + 'Private Limited')
Newspaper Advertisement (URC-2)Draft and coordinate publication in English + vernacular newspaper; manage 21-day notice period
URC-1 + SPICe+ + INC-33/34 FilingComplete linked form filing on MCA V3 with CA-certified Statement of Assets and Liabilities
Post-Conversion ComplianceGST amendment, PAN/TAN surrender, bank conversion, trademark assignment, contract novation
Our Process

9-Step Procedure for LLP to Pvt Ltd Conversion

Under Section 366 Companies Act 2013. 21-day newspaper notice mandatory. ROC has 30 days to decide. Capital gains exempt under Section 47 IT Act if 5 conditions met.

Step 1

Partner Meeting and Consent Resolution

Convene meeting of all partners. Pass unanimous consent resolution to convert under Section 366. Authorize partners to sign all documents and forms.

All partners consentResolution passed
CONSENT
Consent Done01
Step 2

Pre-Conversion Compliance Check

Verify all LLP Annual Returns, Financial Statements, and MCA filings are up to date. Any pending compliance must be cleared first. Obtain latest ITR.

Filings verifiedITR obtained
Compliance OK02
Step 3

DSC and DIN for Proposed Directors

Ensure all partners becoming directors have valid DSC and DIN. DIN can be obtained via SPICe+ if not already held.

DSC validDIN confirmed
DSCDIN
IDs Ready03
Step 4

Name Approval via SPICe+ Part A

File SPICe+ Part A selecting 'Conversion of LLP into Company'. LLP name with 'Private Limited' replacing 'LLP'. Name valid 20 days.

Name approved20-day validity
SPICe+PART A
Name OK04
Step 5

Publish Newspaper Advertisement (URC-2)

Publish in English + vernacular newspaper in LLP's district. 21 clear days must pass before URC-1 can be filed. Prepare all URC-1 documents during this period.

Ad published21-day clock started
21 DAYS
Ad Published05
Step 6

Prepare URC-1 Documents

During 21-day period: partner list, director list with DIN, CA-certified Statement of A&L (not older than 15 days), creditor NOC, director affidavits, LLP Agreement copy, newspaper copies, ITR copy.

Docs preparedA&L certified by CA
Docs Ready06
Step 7

File URC-1 + SPICe+ on MCA V3

After 21 days, file URC-1 linked with SPICe+ Part B, INC-33 (e-MOA), INC-34 (e-AOA), and Agile-Pro. Attach MOA, AOA, and all supporting documents. Pay government fees.

URC-1 filedAll forms linked
URC-1 FILED
Filed07
Step 8

ROC Review and Certificate of Incorporation

ROC has 30 days to decide. On approval, Certificate of Incorporation (Form INC-11) issued with CIN, PAN, TAN. LLP deemed dissolved. All assets and liabilities vest in new company.

COI issuedLLP dissolved
INC-11PVT LTD
Converted08

Documents Required for LLP to Pvt Ltd Conversion

DocumentPurpose
Partner consent resolutionUnanimous approval for conversion
DSC + DIN of all proposed directorsFor SPICe+ and URC-1 filing on MCA portal
SPICe+ Part A name approvalLLP name + 'Private Limited'
Form URC-2 newspaper advertisementEnglish + vernacular, 21-day notice
Statement of Assets and LiabilitiesCA-certified, not older than 15 days from URC-1 filing
NOC from secured creditorsOr declaration of no secured debt
Director affidavits (non-disqualification)Under Section 164, Companies Act 2013
LLP Agreement + Certificate of IncorporationCertified copies for ROC records
Latest Income Tax Return of LLPProof of compliance and filing status
Draft MOA (INC-33) and AOA (INC-34)For new Private Limited Company
Proof of Registered OfficeRent agreement + utility bill + owner NOC

Common Challenges and How We Solve Them

ChallengeImpactHow Patron Accounting Solves It
Complex multi-form linked filing on MCA V3URC-1, SPICe+, INC-33, INC-34, Agile-Pro all linkedOur CS team handles the complete MCA V3 filing sequence, preventing errors in linked form submission
21-day newspaper notice causing delayMandatory statutory wait periodWe publish URC-2 immediately and pre-prepare all URC-1 documents during the notice period
Statement of A&L - 15-day currencyExpires quickly if filing delayedWe time the CA certification to align precisely with URC-1 filing date
Section 47 tax conditions - risk of missing oneSingle misstep makes entire conversion taxableCA team conducts pre-conversion tax structuring review to ensure all 5 conditions are met

LLP to Pvt Ltd Conversion Fees 2026

Fee ComponentAmount
Professional Fees - Patron Accounting (end-to-end)Starting at INR 4,999 + GST
Newspaper Advertisement (URC-2 - English + Vernacular)INR 2,000 to INR 8,000 (varies by city)
Statement of A&L - CA CertificationINR 1,500 to INR 3,000 (included in Patron package or separately)
Government Fee - URC-1 + SPICe+ FilingINR 2,000 to INR 10,000 (based on authorised capital)
Stamp Duty on MOA, AOA, IncorporationState Stamp Act rates (varies by state)
Patron Accounting Professional FeesStarting from INR 4,999 (Exl GST, Govt. Fees and Stamp Duty)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free LLP to Private Limited Conversion consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

LLP to Pvt Ltd Conversion Timeline

StageEstimated Timeline
Pre-conversion compliance check and documents3-5 business days
SPICe+ Part A - Name Approval1-3 business days
Newspaper advertisement + 21-day notice21 clear days (mandatory)
URC-1 + SPICe+ filing preparation2-3 business days (during notice period)
ROC review and Certificate of IncorporationUp to 30 business days from URC-1 filing
Post-conversion compliance (GST, PAN, bank)5-10 business days after Certificate
Total end-to-end (Patron Accounting)45-60 business days

Key Timeline Drivers: The 21-day newspaper notice period and 30-day ROC review are the two biggest time components. We pre-prepare all documents during the notice period to minimize total elapsed time.

Key Benefits

Why Choose Professional Help for LLP to Pvt Ltd Conversion?

Tax Structuring

Section 47 has 5 strict conditions. A single misstep (e.g., disproportionate shares) makes the entire conversion taxable. CA oversight essential.

Multi-Form MCA Filing

URC-1, SPICe+ Part B, INC-33, INC-34, and Agile-Pro must all be filed as linked forms. Errors cause rejection.

Document Precision

Statement of A&L has 15-day validity. Any delay wastes the certificate. Newspaper format must comply with URC-2.

Post-Conversion Cascade

GST amendment, PAN surrender, bank conversion, trademark assignment, contracts - all coordinated.

LLP Backlog Clearance

Any pending LLP filings must be cleared before conversion. We identify and resolve this proactively.

Pan-India Coverage

Offices in Pune, Mumbai, Delhi, Gurugram. Starting at INR 4,999 + GST with no hidden charges.

Why Businesses Trust Patron Accounting

500+ Business Matters | 4.8/5 Client Rating | 45-60 Day Turnaround | CA and CS Experts | Offices in Pune, Mumbai, Delhi, Gurugram

LLP vs Private Limited Company - Key Differences

AspectLLP (Before)Private Limited (After)
Equity FundraisingNot possible (partners only)Equity shares to investors
FDI EligibilityLimited (sector-specific)Broad under automatic route
ESOPsNot availableESOP schemes available
Corporate Tax Rate30% (flat)25% (turnover up to INR 400 crore)
Audit RequirementOnly if turnover > INR 40 lakhMandatory every year
Annual ComplianceForm 8 + Form 11 (lighter)AOC-4 + MGT-7 + Board Meetings
Share TransferLLP Agreement amendment neededSH-4 form (simpler)
IPO PotentialNot possibleFuture IPO/PE exit possible

Related Services

Legal Framework - LLP to Private Limited Conversion

ProvisionDetails
Section 366, Companies Act 2013Permits LLP to register as a company (including Private Limited). Primary governing provision.
Companies (Authorised to Register) Rules 2014Detailed rules: URC-1, URC-2 newspaper notice, documents, 21-day period, 30-day ROC processing.
Section 47, Income Tax Act 1961Capital gains exempt if all 5 conditions met: all assets vest, all partners become shareholders, proportionate shares, no other consideration, 50% holding for 5 years.
Section 72A, Income Tax Act 1961New company can carry forward LLP's business losses and unabsorbed depreciation.
Section 164, Companies Act 2013Each proposed director must file non-disqualification affidavit.
LLP Dissolution on ConversionLLP deemed dissolved from date of Certificate of Incorporation. All assets and liabilities vest in new company.

External Authority Links: Companies Act 2013 - India Code | MCA V3 Portal

Frequently Asked Questions - LLP to Pvt Ltd Conversion

Get answers about Section 366 procedure, capital gains exemption, forms, timelines, and post-conversion compliance.

Quick Answers

Governing section? Section 366, Companies Act 2013. No LLP Act provision.

Main form? URC-1 linked with SPICe+ Part B, INC-33, INC-34, Agile-Pro.

Newspaper notice? URC-2 - English + vernacular, 21 clear days before URC-1.

Capital gains exempt? Yes, if all 5 Section 47 IT Act conditions are met.

What confirms conversion? Form INC-11 Certificate of Incorporation by ROC.

Planning to Fundraise? Convert Before Approaching Investors

Most angel investors and VCs will not invest in an LLP. Convert to Private Limited before starting fundraising conversations.

  • Equity shares: Only Pvt Ltd companies can issue equity to investors
  • FDI eligibility: Broader automatic route access for Pvt Ltd
  • ESOP capability: Employee stock options not available in LLPs
  • Tax benefit: 25% corporate tax vs LLP's 30% flat rate
  • Capital gains exempt: Section 47 IT Act - if structured correctly with CA oversight

Call +91 945 945 6700 or WhatsApp us for a free pre-conversion review.

Convert Your LLP to Pvt Ltd - Starting at INR 4,999

LLP to Private Limited conversion under Section 366 is a powerful restructuring tool that unlocks equity fundraising, FDI eligibility, ESOPs, and lower corporate tax rates - with capital gains exemption under Section 47 if structured correctly.

Patron Accounting's cross-functional CA and CS team manages the full complexity - from pre-conversion tax reviews and multi-form MCA filings to post-Certificate company compliance kick-offs. 45-60 day typical turnaround.

Book a Free Consultation - No Obligation.

LLP to Pvt Ltd Conversion Services Across India

Convert your LLP to Private Limited from Patron Accounting offices across India.

LLP to Pvt Ltd Conversion by City
URC-1 and SPICe+ filing from Patron Accounting
Pune
Maharashtra
Mumbai
Maharashtra
Delhi
NCR
Gurugram
Haryana
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Content Created: March 2026  |  Last Updated:  |  Next Review: March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed annually. Trigger: Companies Act 2013 amendments, Companies (Authorised to Register) Rules changes, Section 47 IT Act updates, or MCA V3 form changes.

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