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LLP to Private Limited Conversion in Gurugram: Section 366, Equity, and Growth

Based outside Gurugram? See our national LLP to Private Limited Company Conversion page.

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 03 April 2026 Verify Credentials →

Law: Section 366 Companies Act 2013 + Companies (Authorised to Register) Rules 2014

Forms: URC-1 (conversion application) + SPICe+ (incorporation) + URC-2 (newspaper ad)

Continuity: All assets, liabilities, contracts, and IP automatically transfer to the new company

Tax-Neutral: No capital gains if same proportion shares + 50% held for 5 years + no other consideration

LLP to Pvt Ltd conversion for equity fundraising, VC/PE readiness, and growth across Gurugram.

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Overview Process Tax-Neutral Services Documents Post-Conversion Why Convert Fees Timeline Why Patron S.366 vs BTA FAQs

LLP to Pvt Ltd Conversion in Gurugram: Section 366, Equity Fundraising, and Business Continuity

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

Convert LLP to Pvt Ltd under Section 366: pass partner resolution, get name approval (RUN), publish newspaper ad (21-day objection), obtain creditor and ROC NOC, file URC-1 + SPICe+ with ROC Haryana. All assets/liabilities transfer automatically. Tax-neutral if same proportion shares + 50% held 5 years. Takes 30-45 working days. LLP compliance must be current before starting.

Gurugram startups convert LLPs to raise equity capital. For a comprehensive overview, see our LLP to Pvt Ltd Conversion national guide.

Step	Action	Timeline
1. LLP Compliance	Clear all pending Form 8, Form 11, ITR-5	5-10 days (if backlog)
2. Resolution + RUN	Partner resolution + name reservation	3-5 days
3. Newspaper Ad	URC-2 in English + vernacular paper	21-day objection period
4. NOCs	Creditor NOC + ROC NOC	Concurrent with Step 3
5. URC-1 + SPICe+	Conversion application + incorporation	7-14 days ROC processing
6. Certificate	ROC issues Certificate of Incorporation	Company born

ROC Haryana at Chandigarh (from 16 Feb 2026) processes URC-1 + SPICe+ for Gurugram conversions. Patron manages end-to-end: LLP compliance clearance, tax-neutral structuring, investor-ready AOA, URC-1 + SPICe+, and post-conversion company setup.

Content is reviewed quarterly for accuracy.

Step-by-Step Conversion Process

Step 1: Ensure LLP compliance current (Form 8, Form 11, ITR-5, DIR-3 KYC). Pending = ROC rejection.

Step 2: Partner resolution unanimously approving conversion. Authorise signatories.

Step 3: Obtain DIN and DSC for proposed directors (verify DPIN validity).

Step 4: Name approval via RUN (60 days validity).

Step 5: Publish URC-2 newspaper ad (English + vernacular, Gurugram district). 21-day objection period.

Step 6: Obtain creditor NOC + ROC NOC.

Step 7: Draft MOA/AOA. File URC-1 + SPICe+ with ROC Haryana.

Step 8: ROC issues Certificate of Incorporation. LLP deemed dissolved. All assets transfer. See Private Limited Registration.

Key Terms for LLP to Pvt Ltd Conversion in Gurugram:

Section 366: Companies Act provision enabling LLP-to-company conversion with automatic asset transfer.

URC-1: Conversion application filed with ROC attaching all supporting documents.

SPICe+: Incorporation form filed simultaneously with URC-1 for the new company.

Tax-Neutral: No capital gains if same proportion shares + 50% held 5 years + no other consideration.

URC-2: Newspaper advertisement inviting objections (21 clear days).

LLP → Pvt Ltd Gurugram S.366

Tax-Neutral Conversion Conditions

The conversion is tax-neutral (no capital gains tax on asset transfer) if:

(a) Partners receive shares in the new company in the same proportion as their LLP contribution ratio.

(b) Former LLP partners collectively hold at least 50% shares for 5 years after conversion.

(c) No consideration other than shares is received by the partners.

If these conditions are met, unabsorbed losses and depreciation also carry forward to the company.

Patron advisory: We structure the share allocation to ensure tax-neutral compliance. For investor-ready conversions, we design the authorised capital to accommodate future VC/PE investment while maintaining tax-neutral conditions. See Income Tax Return.

Conversion Services Offered

Service	What We Do
End-to-End Conversion (URC-1 + SPICe+)	LLP compliance clearance, resolution, RUN, newspaper ad, NOCs, MOA/AOA, URC-1 + SPICe+, Certificate, PAN/TAN, GST update. 30-45 days
Pre-Conversion LLP Compliance	Filing pending Form 8, Form 11, ITR-5 to bring LLP to compliant status. 5-10 days
Post-Conversion Company Setup	INC-20A, first auditor, first Board Meeting, bank transition, compliance calendar (AOC-4, MGT-7A, ADT-1)
Investor-Ready Conversion	SHA-compatible AOA, share allocation aligned with pre-money valuation, ESOP pool in authorised capital
Tax Advisory (Structuring)	Same proportionate shareholding, 5-year holding plan, capital gains implications, loss carry-forward
Newspaper Ad Management (URC-2)	Drafting, newspaper coordination, publication, 21-day monitoring

Our Process

Documents Required for Conversion

From LLP compliance clearance to Certificate of Incorporation.

Phase 1

LLP Compliance + Resolution + RUN

Clear all pending LLP filings. Pass unanimous partner resolution. Obtain DIN/DSC for directors. Reserve company name via RUN (60 days). Start newspaper ad.

LLP compliantName reserved

Ready01

Phase 2

NOCs + MOA/AOA + URC-1 + SPICe+

Obtain creditor and ROC NOCs. Draft MOA/AOA (investor-ready if needed). File URC-1 (conversion) + SPICe+ (incorporation) with ROC Haryana. Tax-neutral share allocation.

NOCs obtainedURC-1 filed

Filed02

Phase 3

Certificate + Post-Conversion Setup

ROC issues Certificate of Incorporation. LLP deemed dissolved. All assets transfer. Apply PAN/TAN. Update GST. INC-20A. First auditor + Board Meeting. Compliance calendar starts.

Company bornInvestor ready

Pvt Ltd Live03

Post-Conversion Company Setup

Action	Form/Platform	Timeline
PAN/TAN Application	NSDL	7-10 days
GST Registration Update	GST Portal	7-14 days
Bank Account Transition	Bank	5-10 days
INC-20A (Commencement)	MCA V3	Within 180 days
First Auditor Appointment	Board Resolution + ADT-1	Within 30 days
First Board Meeting	Minutes	Within 30 days
Annual Compliance Calendar	AOC-4, MGT-7A, ADT-1, DIR-3 KYC	Setup immediately

Business continuity: All assets, liabilities, contracts, IP, and employees transfer automatically. No separate transfer deeds. Contracts and agreements continue in the company's name. See Annual Compliance for Pvt Ltd obligations.

Why Convert LLP to Pvt Ltd?

Challenge	Impact	How Patron Accounting Solves It
Equity Fundraising	LLPs cannot issue equity shares	Pvt Ltd can raise angel, Series A/B/C, PE investment via shares
ESOPs	LLPs cannot offer stock options	Pvt Ltd can issue ESOPs to attract and retain talent
Credibility	LLP structure may limit perception	Pvt Ltd is the standard entity for funded businesses
Government Tenders	Some tenders require company registration	Pvt Ltd qualifies for more tender opportunities
Tax Rate	LLP taxed at 30% flat	Pvt Ltd at 22-25% (new regime / turnover-based)

Fees and Timeline

Fee Component	Amount
End-to-End Conversion	Starting from Rs 24,999-39,999 (Exl GST) + Govt Rs 5,000-15,000 \| 30-45 days
Pre-Conversion LLP Compliance	Starting from Rs 4,999-9,999 (Exl GST) + pending form fees \| 5-10 days
Post-Conversion Company Setup	Starting from Rs 4,999-9,999 (Exl GST) + Govt Rs 200-600/form \| 7-14 days
Investor-Ready Conversion (SHA AOA)	Starting from Rs 34,999-49,999 (Exl GST) \| 30-45 days
Tax Advisory (Structuring)	Starting from Rs 4,999-9,999 (Exl GST) \| Concurrent
Newspaper Ad (URC-2)	Rs 3,000-8,000 \| 2-3 days + 21-day objection

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 Gurugram consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Why Choose Patron Accounting in Gurugram?

Stage	Estimated Timeline
Gurugram Office	Golf Course Extension Road - conversions for Cyber City startups, Sohna Road tech, Udyog Vihar trading LLPs
Pre-Conversion Clearance	Clear all LLP compliance backlog before starting. No ROC rejection risk
Tax-Neutral Structuring	Ensure same proportion shares + 50% holding condition. Avoid capital gains trap
Investor-Ready AOA	SHA-compatible provisions, ESOP pool, authorised capital for VC/PE round
Post-Conversion Setup	Complete company compliance: INC-20A, auditor, Board, bank, GST, annual calendar

Critical: LLP compliance must be 100% current before URC-1 (pending = rejection). Newspaper ad requires 21-day objection period (plan early). Tax-neutral conditions must be structured before filing. 50% shareholding must be held 5 years. Post-conversion company compliance starts immediately.

Key Benefits

Section 366 vs Business Transfer Agreement (BTA)

Section 366 (Recommended)

LLP converts to Pvt Ltd. Automatic asset transfer. Tax-neutral if conditions met. 30-45 days. LLP dissolved. Business continuity maintained.

BTA (Alternative)

New Pvt Ltd incorporated separately. Business transferred via BTA. May not be tax-neutral. 15-20 days for incorporation but BTA is taxable unless slump sale.

Patron Advises

We analyse your specific situation: asset value, tax exposure, investor timeline, compliance status. Recommend optimal route with full cost comparison.

Most Choose Section 366

Tax-neutral, automatic asset transfer, business continuity, and legal succession make Section 366 the preferred route for Gurugram LLPs.

Trusted by 10,000+ Businesses Across India

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"Converted consulting LLP to Pvt Ltd for Series A. Patron cleared LLP backlog, structured tax-neutral conversion, drafted investor-ready AOA. Certificate in 35 days."
- Founder, DLF Cyber City

"Tech LLP needed equity structure for angel round. Patron managed conversion + post-incorporation setup. Raised funding within 2 months of Certificate."
- Co-Founder, Sohna Road Tech LLP

Patron vs DIY Comparison

Factor	Patron Managed	DIY
LLP Compliance Clearance	Proactive backlog filing before URC-1	Often discovered at ROC rejection
Tax-Neutral Structuring	Share allocation designed for tax neutrality	May violate conditions (capital gains)
Investor-Ready AOA	SHA-compatible, ESOP pool reserved	Standard template (rework at fundraise)
Newspaper Ad	Managed coordination + 21-day monitoring	Self-managed, often delayed
Post-Conversion	Complete company setup (INC-20A to compliance)	Often missed (penalty accumulation)
Pricing	From Rs 24,999 (end-to-end transparent)	Lower but rework + penalty costs

Related Services

Legal and Compliance Framework

Governing Law: Companies Act, 2013 (Sections 366-374) | Companies (Authorised to Register) Rules, 2014 | LLP Act, 2008 | IT Act, 1961

Key Sections: 366 (conversion) | 367 (partner obligations) | 374 (effects of registration)

Forms: URC-1 (conversion) | URC-2 (newspaper ad) | SPICe+ (incorporation) | RUN (name) | INC-20A (commencement)

ROC: ROC Haryana at Chandigarh (from 16 Feb 2026)

Tax-Neutral: Same proportion shares + 50% held 5 years + no other consideration = no capital gains.

FAQs - LLP to Pvt Ltd Conversion in Gurugram

Common questions about LLP to company conversion, Section 366, tax-neutral conditions, and investor readiness for Gurugram LLPs.

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How to convert LLP to Pvt Ltd?

Partner resolution → RUN name → newspaper ad (21 days) → creditor/ROC NOC → URC-1 + SPICe+ with ROC Haryana → Certificate of Incorporation. LLP compliance must be current. Patron manages in 30-45 days.

What happens to LLP assets?

All assets, liabilities, contracts, IP, employees automatically transfer to new company. LLP deemed dissolved on incorporation date. No separate transfer deeds needed under Section 366.

Is conversion tax-neutral?

Yes, if: same proportion shares as LLP contribution, former partners hold 50% for 5 years, no other consideration received. If met, no capital gains + losses carry forward. Patron structures for tax neutrality.

How long does it take?

30-45 working days. 21-day newspaper objection period is major component. Patron starts ad immediately and uses waiting period to prepare URC-1. Pre-conversion backlog may add 5-10 days.

Can LLP compliance be pending?

No. All filings (Form 8, Form 11, ITR-5) must be current before URC-1. Pending = ROC rejection. Patron clears backlog as first step.

What is the cost?

End-to-end from Rs 24,999. Govt fees Rs 5,000-15,000. Newspaper Rs 3,000-8,000. Investor-ready with SHA AOA from Rs 34,999. Patron provides complete upfront estimate.

Can I raise VC after conversion?

Yes - primary reason for conversion. Pvt Ltd can issue equity, preference shares, ESOPs. Patron drafts investor-ready AOA with SHA-compatible provisions and ESOP pool.

Is there an alternative to Section 366?

Yes - incorporate new Pvt Ltd + transfer via BTA + close LLP. Faster (15-20 days) but may not be tax-neutral. Patron advises optimal route based on your situation.

Quick Answers

LLP ko Pvt Ltd mein kaise convert karein? Resolution, RUN, newspaper ad (21 din), NOC, URC-1 + SPICe+ file karein. 30-45 din.

Kya tax lagega? Same proportion shares + 5 saal 50% hold = tax-neutral. Conditions todein toh capital gains.

LLP compliance current chahiye? Haan. Form 8, Form 11, ITR sab current. Warna ROC reject.

Convert Before Your Next Fundraise

LLPs cannot issue equity shares. Convert to Pvt Ltd under Section 366 for VC/PE readiness. Tax-neutral if structured correctly. LLP compliance must be current. 30-45 days end-to-end. Plan early for fundraise timeline.

Call +91 945 945 6700 or WhatsApp us.

Get Expert LLP to Pvt Ltd Conversion in Gurugram

Converting LLP to Pvt Ltd under Section 366 is the strategic path for equity fundraising, ESOPs, and growth. All assets transfer automatically with business continuity. Tax-neutral if structured correctly.

Patron Accounting's Gurugram office provides end-to-end services: LLP compliance clearance, tax-neutral structuring, investor-ready AOA, URC-1 + SPICe+, and post-conversion company setup.

With 10,000+ businesses served, a 4.9 Google rating, and 50,000+ documents filed, Patron Accounting LLP is a trusted partner across Gurugram, NCR, and India.

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Content Created: 03 April 2026 | Last Updated: 03 April 2026 | Next Review: 03 July 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed quarterly. Section 366, URC-1, tax-neutral conditions, and ROC Haryana processing are verified.