What happens to LLP after conversion?

LLP deemed dissolved under Section 374. All property assets liabilities vest in new company. Status changes to Converted on MCA. No separate dissolution.

How long does conversion take?

30 to 60 days from filing to certificate. With post-conversion updates 45 to 90 days total.

New PAN needed after conversion?

Yes new PAN and TAN allotted to new company. LLP PAN ceases. GST needs migration. All references updated.

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LLP to Private Limited Conversion in Delhi: URC-1, SPICe+, and Seamless Business Transition

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 07 April 2026 Verify Credentials →

Section 366: Companies Act 2013 | LLP converts to Pvt Ltd while retaining business legacy and IP rights

URC-1 + SPICe+: Main conversion form + incorporation form | MOA, AOA, AGILE-PRO filed together

Tax Neutral: S.47(xiiib) of Income Tax Act | No capital gains if conditions met (proportionate shareholding, 5-year lock-in)

Timeline: 30-60 days | New PAN, CIN issued | GST, bank, contracts migrated to new company

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Overview What Is It Prerequisites Services Process Documents Tax Impact Fees Timeline Why Patron LLP vs Pvt Ltd FAQs

LLP to Private Limited Conversion for Delhi LLPs

📌 TL;DR - LLP to Pvt Ltd Conversion in Delhi Services at a Glance

An LLP can be converted to a Private Limited Company under Section 366 of the Companies Act, 2013. The process: (1) Unanimous partner consent, (2) Obtain DSC and DIN for all proposed directors, (3) Reserve company name via RUN (valid 60 days), (4) Publish newspaper advertisement (URC-2) in English + Hindi newspaper, (5) File Form URC-1 + SPICe+ Part B + e-MOA + e-AOA + AGILE-PRO with ROC, (6) ROC issues fresh Certificate of Incorporation with CIN, (7) Post-conversion: new PAN/TAN, GST migrated, bank accounts updated. LLP deemed dissolved under S.374 without separate dissolution. Tax-neutral under S.47(xiiib) if all assets/liabilities transfer, partners become shareholders proportionate to contribution, and hold 50%+ shares for 5 years. Timeline: 30-60 days. Patron manages the complete conversion for Delhi LLPs from our Rohini office.

Reason	LLP Limitation	Pvt Ltd Advantage
Equity Funding	Cannot issue shares to investors	Issue shares to VCs, angels, PEs via private placement
FDI	Limited FDI framework	Easier FDI via automatic route in most sectors
ESOPs	No ESOP mechanism	Issue ESOPs to attract and retain talent
Credibility	Perceived as smaller entity	Higher credibility with clients, banks, institutions
Ownership Transfer	Complex partner change process	Share transfer is simpler and well-regulated
Scalability	Limited governance structure	Board of Directors, committees, structured governance
Exit Options	No clear exit mechanism for investors	Share buyback, IPO path, acquisition routes

Delhi's startup and growth-stage LLPs increasingly convert to Pvt Ltd: technology startups seeking VC funding (VCs strongly prefer company structure for equity investment), professional services firms scaling beyond partnership model, trading businesses wanting to issue shares to key employees, and LLPs expanding internationally where the company structure is better recognised. The conversion preserves the LLP's business legacy - all contracts, assets, liabilities, and IP rights transfer automatically to the new company.

Patron Accounting's Delhi office in Rohini manages the end-to-end conversion: compliance review, partner consent, DSC/DIN, name reservation, newspaper publication, URC-1 + SPICe+ filing, MOA/AOA drafting, ROC processing, and all post-conversion updates. Integrated with LLP to Pvt Ltd Conversion across India, Private Limited Company Registration, and LLP Compliance.

Content is reviewed quarterly for accuracy.

What is LLP to Private Limited Conversion in Delhi?

LLP to Private Limited conversion is the legal process of transforming a Limited Liability Partnership into a Private Limited Company under Section 366 of the Companies Act, 2013, and the Companies (Authorised to Register) Rules, 2014. The LLP ceases to exist and a new company takes its place, inheriting all assets, liabilities, contracts, and obligations.

Delhi LLPs convert for strategic reasons: raising equity capital from VCs and angel investors (who strongly prefer company structure), accessing the well-established FDI framework, issuing ESOPs to attract talent, gaining enhanced credibility with banks and institutions, and enabling simpler ownership transfer through share mechanisms.

The conversion is filed via Form URC-1 (conversion application) together with SPICe+ Part B (incorporation form), e-MOA, e-AOA, and AGILE-PRO. The ROC issues a fresh Certificate of Incorporation with a new CIN. Under Section 374, the LLP is deemed dissolved without any separate dissolution process - all property automatically vests in the new company.

Critically, the conversion can be tax-neutral under S.47(xiiib) of the Income Tax Act if structured correctly: proportionate shareholding, all assets/liabilities transfer, and 50%+ partner shareholding maintained for 5 years. Patron Accounting structures every Delhi conversion for tax neutrality.

Key Terms for LLP to Pvt Ltd Conversion in Delhi:

Section 366: Companies Act 2013 provision allowing LLPs to register as companies through conversion.

URC-1: Main conversion application form filed with ROC along with all supporting documents.

SPICe+ (INC-32): Integrated incorporation form filed simultaneously with URC-1 for company formation.

Section 374: On registration, the LLP is deemed dissolved. All property, debts, and liabilities vest in the new company.

S.47(xiiib): Income Tax Act provision exempting capital gains on conversion if conditions are met (proportionate shares, 5-year lock-in).

URC-2: Public notice format published in English + vernacular newspaper before filing URC-1.

AGILE-PRO: Application for GST, ESIC, EPFO, and bank account integrated with SPICe+.

Business Transformation LLP to Pvt Ltd Delhi

Prerequisites for LLP to Pvt Ltd Conversion in Delhi

Requirement	Details
Minimum Partners	At least 2 partners (will become directors + shareholders)
Unanimous Consent	All partners must agree to conversion via formal resolution
Compliance Status	All LLP filings up to date (Form 8, Form 11, ITR-5, DIR-3 KYC). No pending defaults.
No Pending Litigation	No ongoing legal proceedings that could impede conversion
Secured Creditor NOC	NOC from all secured creditors (or declaration of no secured debt)
Financial Statements	CA-certified statement of assets and liabilities (not older than 15 days before application)
Latest ITR Filed	Latest income tax return of the LLP must be filed
DSC and DIN	All proposed directors must have valid DSC and DIN/DPIN

LLP to Pvt Ltd Conversion Services - What Patron Handles for Delhi LLPs

Service	What We Do
Pre-Conversion Compliance Review	Thorough review of pending Form 8/11, ITR-5, DIR-3 KYC, outstanding tax dues, pending litigation. All gaps resolved before initiating conversion.
Partner Consent and Resolution	Draft unanimous consent resolution, authorise designated partners to file, approve proposed company name, share allocation proportionate to capital contribution.
DSC, DIN, and Name Reservation	Obtain DSC for proposed directors, apply for DIN via DIR-3, reserve company name via RUN on MCA portal (valid 60 days).
Newspaper Publication (URC-2)	Draft and publish conversion notice in English + Hindi newspaper in Delhi. Manage ad placement, collect publication proofs.
MOA and AOA Drafting	Draft Memorandum of Association (objects, subscribers, share capital) and Articles of Association (governance, share transfer, board composition) tailored to the Delhi LLP's business.
URC-1 + SPICe+ Filing	File URC-1 (conversion) + SPICe+ Part B (incorporation) + e-MOA + e-AOA + AGILE-PRO + INC-9 + DIR-2 with all attachments. Professional certification by CA/CS.
ROC Processing and Certificate	Track ROC processing, handle queries/resubmissions. Obtain fresh Certificate of Incorporation with CIN. LLP deemed dissolved under S.374.
Post-Conversion Compliance	New PAN/TAN application, GST migration, bank account updates, contract addenda, first Board Meeting within 30 days, statutory auditor appointment.
Tax-Neutral Structuring	Structure share allocation for S.47(xiiib) compliance: proportionate shareholding, partner-to-shareholder mapping, 5-year lock-in advisory.

Our Process

7-Step LLP to Pvt Ltd Conversion Process for Delhi LLPs

Patron Accounting manages the complete conversion - from compliance review to post-conversion setup - for Delhi LLPs in 30-60 days.

Step 1

Pre-Conversion Compliance Review

Ensure all LLP filings are current (Form 8, Form 11, ITR-5, DIR-3 KYC). Resolve pending defaults, outstanding tax dues, or litigation. Prepare CA-certified statement of assets and liabilities. Obtain NOCs from secured creditors.

Compliance auditDefaults resolvedCA-certified accounts

Compliance Clear 01

Step 2

Partner Consent + DSC/DIN

Unanimous resolution by all partners approving conversion. All proposed directors obtain DSC and DIN. Determine share allocation proportionate to capital contribution for tax-neutral treatment under S.47(xiiib).

Unanimous consentDSC/DIN obtainedTax-neutral shares

Consent Ready 02

Step 3

Name Reservation (RUN)

Apply via RUN on MCA portal for the proposed company name. Typically: 'XYZ LLP' becomes 'XYZ Private Limited'. Name approved for 60 days. Patron checks availability including trademark conflicts.

MCA RUN applicationValid 60 daysTrademark check

Name Reserved 03

Step 4

Newspaper Publication (URC-2)

Publish conversion notice in one English + one Hindi newspaper in Delhi. Notice period for objections. Patron drafts the notice, places the ad, and collects publication proofs.

English + Hindi adsObjection periodProofs collected

Notice Published 04

Step 5

Draft MOA + AOA

Prepare Memorandum of Association (company objects, subscriber details, authorised share capital) and Articles of Association (governance, share transfer, meetings, dividends). Tailored to the Delhi LLP's business.

Custom MOA draftedAOA governanceDelhi-specific

Documents Ready 05

Step 6

File URC-1 + SPICe+

File Form URC-1 (conversion) and SPICe+ Part B (incorporation) simultaneously on MCA V3. Attachments: partner consent, CA-certified accounts, creditor NOCs, newspaper proofs, LLP agreement, ITR, e-MOA, e-AOA, AGILE-PRO. Professional certification.

URC-1 + SPICe+All attachmentsCA/CS certified

Forms Filed 06

Step 7

ROC Approval + Post-Conversion

ROC reviews, resolves objections, issues Certificate of Incorporation with CIN. LLP deemed dissolved (S.374). Post-conversion: new PAN/TAN, GST migration, bank updates, contract addenda, first Board Meeting, statutory auditor appointment.

Certificate issuedPAN/GST migratedCompliance set up

Conversion Complete 07

Documents Required for LLP to Pvt Ltd Conversion in Delhi

Document	Purpose
Partner Consent / Resolution	Unanimous consent for conversion. Authorisation for filing.
LLP Agreement (original)	Required attachment to URC-1
LLP Certificate of Incorporation	Proves LLP existence
CA-Certified Statement of Accounts	Assets and liabilities (not older than 15 days before application)
Latest ITR of LLP	Income tax compliance verification
NOC from Secured Creditors	No objection to conversion (or declaration of no secured debt)
Newspaper Publication Proofs	English + Hindi (Delhi). URC-2 format.
DSC + DIN of Proposed Directors	Digital identity for all directors of new company
Draft MOA and AOA	Company objectives and governance. e-MOA, e-AOA.
ID + Address Proof of Directors	PAN, Aadhaar, address proof for all directors/shareholders
Registered Office Proof	Utility bill + NOC from property owner
INC-9, DIR-2 Declarations	Statutory declarations by proposed directors

Tax Implications - LLP to Pvt Ltd Conversion in Delhi

Challenge	Impact	How Patron Accounting Solves It
Tax-Neutral Conversion (S.47(xiiib))	No capital gains tax if ALL conditions met: all assets/liabilities transfer, all partners become shareholders, proportionate shareholding, 50%+ voting power for 5 years, no consideration other than shares	Patron structures every Delhi conversion for S.47(xiiib) compliance - proportionate share allocation, lock-in advisory, proper documentation
Conditions NOT Met	Conversion treated as transfer - capital gains tax applies on difference between fair market value and book value	Patron advises Delhi LLPs on structuring to avoid taxable transfer treatment
Unabsorbed Losses	Losses and depreciation of LLP can transfer to new company if conditions met	Patron ensures proper carry-forward of losses for Delhi conversions
New PAN/TAN	New PAN allotted to company, LLP PAN ceases. All references must be updated	Patron handles PAN/TAN application and migration for all bank/tax/filing references
GST Migration	GST registration must be migrated or fresh registration obtained	Patron manages seamless GST transition for Delhi conversions

Fees for LLP to Pvt Ltd Conversion in Delhi 2026

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 9,999 (Exl GST and Govt. Charges)
LLP to Pvt Ltd Conversion (Complete)	From Rs 19,999 + Govt fees
Pre-Conversion Compliance Review	Included
Partner Resolution Drafting	Included
DSC + DIN for Directors (if needed)	From Rs 1,999/director
Name Reservation (RUN)	Included
Newspaper Publication (URC-2)	At actuals (Rs 3,000-5,000 for 2 newspapers)
MOA + AOA Drafting	Included
URC-1 + SPICe+ + AGILE-PRO Filing	Included
Delhi Stamp Duty (MOA/AOA)	At actuals (varies by authorised capital)
Post-Conversion: PAN + TAN + GST Migration	From Rs 2,999 additional
First Board Meeting + Auditor Appointment	Included

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 Pvt Ltd Conversion in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for LLP to Pvt Ltd Conversion in Delhi

Stage	Estimated Timeline
Pre-Conversion Compliance Review	3-7 working days
Partner Consent + DSC/DIN	3-5 working days
Name Reservation (RUN)	2-5 working days
Newspaper Publication + Objection Period	21-30 days
MOA + AOA Drafting	2-3 working days
URC-1 + SPICe+ Filing	1-2 working days
ROC Processing	15-30 working days
Post-Conversion (PAN/GST/Bank)	15-30 working days

Total Timeline: 30-60 days from filing to Certificate of Incorporation. With post-conversion updates: 45-90 days total. Patron's pre-conversion compliance review prevents most delays for Delhi LLPs.

Key Benefits

Why Choose Patron for LLP to Pvt Ltd Conversion in Delhi

Pre-Conversion Compliance Cleanup

Many Delhi LLPs have pending filings (Form 8/11, ITR-5, DIR-3 KYC). Patron resolves all pending compliance before initiating conversion. Prevents ROC rejection and saves time.

Tax-Neutral Structuring

Patron structures share allocation to comply with S.47(xiiib): proportionate shareholding, partner-to-shareholder mapping, 5-year lock-in advisory. Delhi LLPs save potentially significant capital gains tax.

End-to-End Process

From compliance review to Certificate of Incorporation to post-conversion PAN/GST/bank updates. Delhi LLPs get one team managing everything with no coordination gaps.

Post-Conversion Compliance Setup

The new Pvt Ltd has significantly more compliance than the LLP (board meetings, AGM, AOC-4, MGT-7, statutory audit). Patron sets up the complete compliance framework from Day 1.

Trusted by 10,000+ Businesses Across India

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"Delhi tech LLP converting to Pvt Ltd for Series A funding. Patron resolved 2 years of pending compliance, structured tax-neutral share allocation for 3 partners, managed newspaper publication + URC-1 + SPICe+ in 45 days, obtained new Certificate of Incorporation, migrated PAN/GST, and set up the Pvt Ltd compliance framework. VC investment closed 30 days after conversion."

- Founder, Delhi Tech Company

4-Office Signal: Pune, Mumbai, Delhi, and Gurugram.

LLP vs Private Limited Company - Key Differences

Parameter	LLP	Private Limited Company
Governing Law	LLP Act 2008	Companies Act 2013
Owners	Partners	Shareholders
Management	Designated Partners	Board of Directors
Capital Raising	Limited to partner contributions	Equity shares, preference shares, debentures, private placement
Annual Filings	Form 8, Form 11, ITR-5	AOC-4, MGT-7, ITR-6, AGM, Board Meetings
Audit	Only if turnover > Rs 40L or contribution > Rs 25L	Mandatory for all companies
Taxation	30% flat + cess	25% (turnover <= Rs 400 Cr) + cess + surcharge
FDI	Limited framework	Well-established automatic/approval route
Ownership Transfer	Partner change (Form 4+3)	Share transfer (simpler, well-regulated)

Related Services for Delhi LLPs and Companies

Patron Accounting provides comprehensive support for Delhi businesses before and after conversion:

LLP to Pvt Ltd Conversion in India - National-level conversion services for LLPs across all states
Private Limited Company Registration - Fresh company incorporation for new businesses
Pvt Ltd Company Compliance - Ongoing compliance (AOC-4, MGT-7, AGM, board meetings) for converted companies
LLP Compliance - Pre-conversion compliance cleanup (Form 8, Form 11, ITR-5)
Startup Registration - DPIIT recognition and benefits for converted companies
Accounting Services - Transition from LLP to company accounting framework

Legal Framework for LLP to Pvt Ltd Conversion in Delhi

Section 366, Companies Act 2013: Allows LLPs (and other unregistered entities) to register as companies. The LLP applies to the ROC for registration under this section.

Companies (Authorised to Register) Rules, 2014: Prescribes the procedure for conversion. Form URC-1 is the main conversion application.

Section 374: On registration under S.366, the LLP is deemed dissolved. All property, debts, liabilities, and obligations vest in the new company. Members/creditors retain the same rights they had against the LLP.

S.47(xiiib), Income Tax Act 1961: Transfer of capital assets on conversion from LLP to company is not regarded as a transfer (no capital gains tax) if: all assets and liabilities become the company's, all partners become shareholders with proportionate shareholding, partners hold 50%+ voting power for 5 years, and no consideration other than shares is paid.

SPICe+ (INC-32): Integrated incorporation form filed simultaneously with URC-1. Includes e-MOA, e-AOA, AGILE-PRO (GST, ESIC, EPFO, bank).

URC-2: Public notice format for newspaper advertisement. Must be published in English + vernacular (Hindi for Delhi) newspaper before filing URC-1.

Source: Ministry of Corporate Affairs (mca.gov.in), Companies Act 2013, Income Tax Act 1961, LLP Act 2008

Frequently Asked Questions - LLP to Pvt Ltd Conversion in Delhi

Expert answers to common questions about converting LLPs to Private Limited Companies in Delhi.

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Can any LLP convert to a Private Limited Company in Delhi?

Yes, any LLP with at least 2 partners can convert under Section 366 of the Companies Act. Conditions: unanimous partner consent, all compliance up to date, no pending litigation, NOCs from secured creditors, and CA-certified financial statements. Patron verifies all prerequisites for Delhi LLPs.

Is the LLP to Pvt Ltd conversion tax-free?

It can be, under Section 47(xiiib) of the Income Tax Act. Conditions: all assets and liabilities transfer, all partners become shareholders with proportionate shareholding, partners hold 50%+ voting power for 5 years, and no consideration other than shares. If met: no capital gains tax. Patron structures every Delhi conversion for tax neutrality.

What happens to the LLP after conversion?

Under Section 374: the LLP is deemed dissolved without any separate dissolution process. All property, assets, liabilities, and obligations automatically vest in the new company. The LLP's MCA status changes to 'Converted'. Existing contracts and licences continue. Patron manages the transition for Delhi LLPs.

Do we get a new PAN and GST number after conversion?

Yes, a new PAN is allotted to the new company (LLP PAN ceases). New TAN is also issued. GST registration needs to be migrated or fresh registration obtained. All existing references in bank accounts, contracts, and filings must be updated. Patron coordinates all PAN/TAN/GST migration for Delhi conversions.

How long does LLP to Pvt Ltd conversion take?

Typically 30-60 days from filing to Certificate of Incorporation. Breakdown: DSC/DIN 3-5 days, name reservation 2-5 days, newspaper + objection period 21-30 days, ROC processing 15-30 days, post-conversion 15-30 days. Total with updates: 45-90 days. Patron's pre-conversion review prevents most delays.

What are the post-conversion compliance obligations?

A Pvt Ltd has significantly more compliance: minimum 4 board meetings per year, AGM by 30 September, AOC-4 within 30 days of AGM, MGT-7 within 60 days, statutory audit (mandatory), ITR-6, DIR-3 KYC, DPT-3, and event-based filings. Patron sets up the complete framework from Day 1.

Can the company name be different from the LLP name?

Yes. While it is common to keep the same name with 'Private Limited' replacing 'LLP', the company can adopt an entirely new name subject to MCA name availability rules. The name must end with 'Private Limited'. Patron checks availability and advises on naming strategy.

How much does LLP to Pvt Ltd conversion cost in Delhi?

Patron: complete conversion from Rs 19,999 (includes compliance review, resolution, DSC/DIN, RUN, MOA/AOA, URC-1 + SPICe+, certification, post-conversion setup). Newspaper: Rs 3,000-5,000. Delhi stamp duty varies by authorised capital. DSC/DIN: Rs 1,999/director. PAN/GST migration: Rs 2,999. Call +91 945 945 6700.

Quick Answers

LLP ko Pvt Ltd mein convert kar sakte hain? Haan! Section 366 ke under. Sab partners agree karein, URC-1 + SPICe+ file karo, ROC naya Certificate of Incorporation dega. LLP dissolve ho jayega automatically.

Tax lagega kya? S.47(xiiib) ke conditions puri karo toh nahi lagega. Proportionate shares lo, 5 saal 50%+ rakhho, sab assets/liabilities transfer karo. Patron structure karega tax-neutral conversion.

Kitna time lagega? 30-60 din. Newspaper ad + ROC processing + post-conversion updates. Patron sab manage karta hai.

Ready to Convert Your Delhi LLP to a Private Limited Company?

LLP to Pvt Ltd conversion is a strategic decision that enables fundraising, ESOPs, and enhanced credibility. The process requires meticulous pre-conversion compliance review, unanimous partner consent, newspaper publication, and precise URC-1 + SPICe+ filing. Tax-neutral structuring under S.47(xiiib) requires careful share allocation proportionate to capital contribution with a 5-year lock-in.

Post-conversion, the new Pvt Ltd has significantly more compliance obligations. Delhi LLPs planning conversion should start with a compliance review immediately.

Contact Patron's Delhi office for end-to-end conversion management: Call +91 945 945 6700 or WhatsApp us.

Get Expert LLP to Pvt Ltd Conversion Services in Delhi

LLP to Private Limited conversion for Delhi LLPs is governed by Section 366 of the Companies Act, 2013. The process involves partner consent, name reservation, newspaper publication, URC-1 + SPICe+ filing, and ROC approval for a fresh Certificate of Incorporation. The LLP is deemed dissolved under S.374 with all assets, liabilities, and obligations vesting in the new company. Tax-neutral conversion under S.47(xiiib) avoids capital gains if conditions are met.

Patron Accounting manages the complete conversion from our Delhi office in Rohini - pre-conversion cleanup, tax-neutral structuring, URC-1 + SPICe+ filing, MOA/AOA drafting, newspaper publication, ROC processing, and all post-conversion compliance setup. 15+ years, 10,000+ businesses, offices in Pune, Mumbai, Delhi, and Gurugram.

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LLP to Pvt Ltd Conversion Services Across India

Patron Accounting provides LLP to Pvt Ltd conversion services in major cities. Select your city below.

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Content Created: 07 April 2026 | Last Updated: 07 April 2026 | Next Review: 07 April 2027 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers LLP to Private Limited Company conversion services in Delhi including URC-1 filing, SPICe+ incorporation, MOA AOA drafting, newspaper publication, tax-neutral structuring under S.47(xiiib), and post-conversion compliance setup. Content is reviewed annually and updated when Companies Act regulations or MCA filing procedures change.