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

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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Converted consulting LLP for Series A. Patron cleared backlog, structured tax-neutral, drafted investor-ready AOA. Certificate in 35 days. Raised funding in 2 months.
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Tech LLP needed equity for angel round. Patron managed conversion + post-setup. Investor-ready company in 40 days. Clean, structured, tax-neutral.
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Trading LLP converting for government tender eligibility. Patron advised Section 366, managed newspaper ads, filed URC-1. Smooth transition with all contracts intact.
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Patron compared Section 366 vs BTA for our situation. Recommended 366 for tax neutrality. Saved significant capital gains tax. Sound advice backed by execution.
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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.

StepActionTimeline
1. LLP ComplianceClear all pending Form 8, Form 11, ITR-55-10 days (if backlog)
2. Resolution + RUNPartner resolution + name reservation3-5 days
3. Newspaper AdURC-2 in English + vernacular paper21-day objection period
4. NOCsCreditor NOC + ROC NOCConcurrent with Step 3
5. URC-1 + SPICe+Conversion application + incorporation7-14 days ROC processing
6. CertificateROC issues Certificate of IncorporationCompany 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).

APL-05 LLP to Pvt Ltd Conversion in Gurugram
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

ServiceWhat 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 ComplianceFiling pending Form 8, Form 11, ITR-5 to bring LLP to compliant status. 5-10 days
Post-Conversion Company SetupINC-20A, first auditor, first Board Meeting, bank transition, compliance calendar (AOC-4, MGT-7A, ADT-1)
Investor-Ready ConversionSHA-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
LLP→
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
URC-1
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

ActionForm/PlatformTimeline
PAN/TAN ApplicationNSDL7-10 days
GST Registration UpdateGST Portal7-14 days
Bank Account TransitionBank5-10 days
INC-20A (Commencement)MCA V3Within 180 days
First Auditor AppointmentBoard Resolution + ADT-1Within 30 days
First Board MeetingMinutesWithin 30 days
Annual Compliance CalendarAOC-4, MGT-7A, ADT-1, DIR-3 KYCSetup 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?

ChallengeImpactHow Patron Accounting Solves It
Equity FundraisingLLPs cannot issue equity sharesPvt Ltd can raise angel, Series A/B/C, PE investment via shares
ESOPsLLPs cannot offer stock optionsPvt Ltd can issue ESOPs to attract and retain talent
CredibilityLLP structure may limit perceptionPvt Ltd is the standard entity for funded businesses
Government TendersSome tenders require company registrationPvt Ltd qualifies for more tender opportunities
Tax RateLLP taxed at 30% flatPvt Ltd at 22-25% (new regime / turnover-based)

Fees and Timeline

Fee ComponentAmount
End-to-End ConversionStarting from Rs 24,999-39,999 (Exl GST) + Govt Rs 5,000-15,000 | 30-45 days
Pre-Conversion LLP ComplianceStarting from Rs 4,999-9,999 (Exl GST) + pending form fees | 5-10 days
Post-Conversion Company SetupStarting 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?

StageEstimated Timeline
Gurugram OfficeGolf Course Extension Road - conversions for Cyber City startups, Sohna Road tech, Udyog Vihar trading LLPs
Pre-Conversion ClearanceClear all LLP compliance backlog before starting. No ROC rejection risk
Tax-Neutral StructuringEnsure same proportion shares + 50% holding condition. Avoid capital gains trap
Investor-Ready AOASHA-compatible provisions, ESOP pool, authorised capital for VC/PE round
Post-Conversion SetupComplete 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

Trust Banner: 10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years of Practice

"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

FactorPatron ManagedDIY
LLP Compliance ClearanceProactive backlog filing before URC-1Often discovered at ROC rejection
Tax-Neutral StructuringShare allocation designed for tax neutralityMay violate conditions (capital gains)
Investor-Ready AOASHA-compatible, ESOP pool reservedStandard template (rework at fundraise)
Newspaper AdManaged coordination + 21-day monitoringSelf-managed, often delayed
Post-ConversionComplete company setup (INC-20A to compliance)Often missed (penalty accumulation)
PricingFrom 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.

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.

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