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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: 20 April 2026 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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Overview What Is It Why Convert Our Services Process Documents Challenges Fees Timeline Why Us LLP vs Pvt Ltd FAQs

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.

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

Service	What We Do
Pre-Conversion Review	Assess compliance status, statutory filings, and eligibility for Section 47 tax-exempt conversion
Partner Consent and Resolution	Draft and facilitate unanimous partner resolution for conversion under Section 366
SPICe+ Part A Name Approval	File 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 Filing	Complete linked form filing on MCA V3 with CA-certified Statement of Assets and Liabilities
Post-Conversion Compliance	GST 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 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

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

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

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

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

Converted08

Documents Required for LLP to Pvt Ltd Conversion

Document	Purpose
Partner consent resolution	Unanimous approval for conversion
DSC + DIN of all proposed directors	For SPICe+ and URC-1 filing on MCA portal
SPICe+ Part A name approval	LLP name + 'Private Limited'
Form URC-2 newspaper advertisement	English + vernacular, 21-day notice
Statement of Assets and Liabilities	CA-certified, not older than 15 days from URC-1 filing
NOC from secured creditors	Or declaration of no secured debt
Director affidavits (non-disqualification)	Under Section 164, Companies Act 2013
LLP Agreement + Certificate of Incorporation	Certified copies for ROC records
Latest Income Tax Return of LLP	Proof of compliance and filing status
Draft MOA (INC-33) and AOA (INC-34)	For new Private Limited Company
Proof of Registered Office	Rent agreement + utility bill + owner NOC

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Complex multi-form linked filing on MCA V3	URC-1, SPICe+, INC-33, INC-34, Agile-Pro all linked	Our CS team handles the complete MCA V3 filing sequence, preventing errors in linked form submission
21-day newspaper notice causing delay	Mandatory statutory wait period	We publish URC-2 immediately and pre-prepare all URC-1 documents during the notice period
Statement of A&L - 15-day currency	Expires quickly if filing delayed	We time the CA certification to align precisely with URC-1 filing date
Section 47 tax conditions - risk of missing one	Single misstep makes entire conversion taxable	CA team conducts pre-conversion tax structuring review to ensure all 5 conditions are met

LLP to Pvt Ltd Conversion Fees 2026

Fee Component	Amount
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 Certification	INR 1,500 to INR 3,000 (included in Patron package or separately)
Government Fee - URC-1 + SPICe+ Filing	INR 2,000 to INR 10,000 (based on authorised capital)
Stamp Duty on MOA, AOA, Incorporation	State Stamp Act rates (varies by state)
Patron Accounting Professional Fees	Starting 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

Stage	Estimated Timeline
Pre-conversion compliance check and documents	3-5 business days
SPICe+ Part A - Name Approval	1-3 business days
Newspaper advertisement + 21-day notice	21 clear days (mandatory)
URC-1 + SPICe+ filing preparation	2-3 business days (during notice period)
ROC review and Certificate of Incorporation	Up 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

Aspect	LLP (Before)	Private Limited (After)
Equity Fundraising	Not possible (partners only)	Equity shares to investors
FDI Eligibility	Limited (sector-specific)	Broad under automatic route
ESOPs	Not available	ESOP schemes available
Corporate Tax Rate	30% (flat)	25% (turnover up to INR 400 crore)
Audit Requirement	Only if turnover > INR 40 lakh	Mandatory every year
Annual Compliance	Form 8 + Form 11 (lighter)	AOC-4 + MGT-7 + Board Meetings
Share Transfer	LLP Agreement amendment needed	SH-4 form (simpler)
IPO Potential	Not possible	Future IPO/PE exit possible

Related Services

LLP Registration in India - incorporate a new LLP
Private Limited Company Registration - new Pvt Ltd incorporation
LLP Annual Compliance - Form 8 + Form 11 filings
LLP Agreement Change - amend LLP Agreement clauses
LLP Name Change - change your LLP name
Company Annual Compliance - post-conversion Pvt Ltd compliance

Legal Framework - LLP to Private Limited Conversion

Provision	Details
Section 366, Companies Act 2013	Permits LLP to register as a company (including Private Limited). Primary governing provision.
Companies (Authorised to Register) Rules 2014	Detailed rules: URC-1, URC-2 newspaper notice, documents, 21-day period, 30-day ROC processing.
Section 47, Income Tax Act 1961	Capital 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 1961	New company can carry forward LLP's business losses and unabsorbed depreciation.
Section 164, Companies Act 2013	Each proposed director must file non-disqualification affidavit.
LLP Dissolution on Conversion	LLP 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.

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Can an LLP be directly converted to a Private Limited Company?

No direct provision under LLP Act 2008. Conversion done under Section 366 of Companies Act 2013 read with Companies (Authorised to Register) Rules 2014. LLP deemed dissolved only on issuance of Certificate of Incorporation.

Is capital gains tax applicable on LLP to Pvt Ltd conversion?

Exempt under Section 47 IT Act if all 5 conditions met: all assets vest in company, all partners become shareholders, proportionate share allotment, no other consideration, and partners' combined shareholding not below 50% for 5 years.

What forms are required for LLP to Pvt Ltd conversion?

SPICe+ Part A (name), URC-1 (conversion application under Section 366), SPICe+ Part B (incorporation), INC-33 (e-MOA), INC-34 (e-AOA), and Agile-Pro (PAN/TAN/GST). URC-2 is the newspaper advertisement format.

How long does LLP to Pvt Ltd conversion take?

45 to 60 business days. The 21-day newspaper notice period and up to 30-day ROC review are the main time drivers.

What happens to the LLP's assets after conversion?

All assets, liabilities, contracts, and employment agreements vest automatically in the new Pvt Ltd on the date of Certificate of Incorporation. Pending proceedings continue against the new company.

Can LLP business losses be carried forward to the new company?

Yes under Section 72A IT Act. However, as of 2026 there are practical filing difficulties as IT return forms don't have dedicated columns for brought-forward losses from converted LLPs. Professional CA guidance recommended.

What is the minimum number of partners for conversion?

Minimum 2 partners. All must consent and become shareholders. LLP with fewer than 7 members registers as Private Limited Company.

LLP ko Private Limited mein convert karne ka process kya hai?

Section 366 Companies Act 2013 ke under: sabhi partners ki consent, SPICe+ Part A se naam approval, URC-2 newspaper ad (21 din wait), phir URC-1 + SPICe+ Part B file karein MCA portal par. ROC 30 din mein Certificate of Incorporation issue karta hai. Section 47 IT Act ke tahat capital gains exempt.

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.

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Content Created: March 2026 | Last Updated: 20 April 2026 | 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.