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Convert LLP to Public Limited Company

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

Trigger: pre-IPO or large fundraising where a public company structure is required.

Fees: conversion starting from INR 49,999 (Exl GST and Govt. Charges).

Eligibility: minimum 7 members and 3 directors for a public company.

Timeline: typically 30 to 45 working days including advertisement and ROC processing.

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LLP to Public Ltd Conversion: Overview

📌 TL;DR - LLP to Public Ltd Services at a Glance

An LLP converts to a company under Section 366 by filing Form URC-1 with SPICe+, after a URC-2 advertisement and creditor consents. To register as public, the LLP needs 7 or more members and 3 directors. Patron Accounting handles it end to end from INR 49,999.

Parameter	Detail
Governing Law	Section 366, Companies Act, 2013; Companies (Authorised to Register) Rules, 2014
Primary Form	URC-1 (linked to SPICe+); URC-2 advertisement
Minimum Numbers	7 members and 3 directors for a public company
Key Conditions	Secured creditor NOC; auditor-certified accounts; member affidavits
Outcome	Fresh Certificate of Incorporation as a public company; new CIN
Cost	Conversion from INR 49,999 (Exl GST and Govt. Charges)
Timeline	About 30 to 45 working days

Direct LLP to public conversion is uncommon, and many businesses convert LLP to private limited first, then private to public. Government and stamp charges depend on the state and authorised capital and are billed at actuals.

Content is reviewed quarterly for accuracy.

What Does Converting LLP to Public Ltd Mean?

Converting an LLP to a public limited company means registering the LLP as a company under Section 366 of the Companies Act, 2013, with the conversion treated as the registration of a new company rather than a mere change of name. The LLP's business, assets and liabilities pass to the new public company on conversion.

To register as a public company, the LLP must have 7 or more members and at least 3 directors; with fewer than 7 members it can only register as a private company. The LLP Act, 2008 has no conversion route of its own, so the process runs entirely under the Companies Act and the Authorised to Register Rules.

Key Terms for LLP to Public Ltd:

Section 366: the provision allowing an LLP and other entities to register as a company.
Form URC-1: the primary conversion application under the Authorised to Register Rules, now linked to SPICe+.
Form URC-2: the newspaper advertisement inviting objections before conversion.
SPICe+: the MCA incorporation form filed with the MOA and AOA of the new company.

Section 366 URC-1 | SPICe+

When Should You Convert an LLP to a Public Company?

Conversion suits an LLP that is preparing for an IPO or a large public fundraise where only a public limited company structure works. Because it is a skip-level move, it is far less common than converting an LLP to a private limited company first.

Before applying, the LLP must have at least 7 members and 3 directors, be up to date on its statutory filings, and obtain consent or a no-objection certificate from all secured creditors. The LLP Agreement must not restrict conversion.

Our Conversion Services

Service	What We Do
Eligibility review	Checking the 7-member and 3-director thresholds and filing status.
Name approval	Reserving the company name through SPICe+ Part A.
URC-2 advertisement	Publishing the statutory notice inviting objections.
Creditor consents	Obtaining NOCs from secured creditors and member affidavits.
URC-1 and SPICe+ filing	Filing the conversion application with the MOA and AOA.
Post-conversion compliance	Updating PAN, TAN, GST, bank records and board structure.

Our Process

Conversion Process: 6 Steps

From the eligibility check and URC-2 advertisement to URC-1 filing and the fresh Certificate of Incorporation, here is how Patron Accounting converts an LLP into a public limited company end to end.

Step 1

Check eligibility and pass resolution

Confirm 7 members and 3 directors, ensure filings are current, and obtain majority member consent at a general meeting to register under Section 366.

7 members / 3 dirs Resolution passed

Eligibility Confirmed 01

Step 2

Reserve the company name

Apply for name approval through SPICe+ Part A on the MCA portal.

Name applied MCA approval

Name Reserved 02

Step 3

Publish URC-2 advertisement

Publish the statutory advertisement in newspapers inviting objections, and serve notice to the Registrar.

URC-2 published Notice served

Advertisement Done 03

Step 4

Obtain creditor consents

Secure NOCs or consent from all secured creditors and notarised affidavits from members.

Creditor NOCs Affidavits ready

Consents Obtained 04

Step 5

File URC-1 with SPICe+

File Form URC-1 with the SPICe+ MOA and AOA, the auditor-certified statement of accounts, and the LLP documents.

URC-1 filed MOA / AOA

Application Filed 05

Step 6

Receive Certificate of Incorporation

On approval, the ROC issues a fresh Certificate of Incorporation registering the entity as a public limited company.

COI issued New CIN

Public Company 06

Documents Required for Conversion

LLP Agreement and Certificate of Registration: verified by two designated partners.
List of members and directors: minimum 7 members and 3 directors.
Secured creditor NOC: or consent letters.
Notarised affidavits: from all members or partners.
Statement of accounts: certified by an auditor, not older than 15 days.
Draft MOA and AOA: and DSC of the proposed directors.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Fewer than 7 members or 3 directors	A public company needs the minimum numbers	We add members and directors before filing URC-1
Restrictive clause in the LLP Agreement	The agreement may bar conversion	We amend the LLP Agreement to remove conversion bars
Secured creditor objections	Creditors can object during URC-2	We obtain NOCs and handle URC-2 objections
Pending LLP filings	Conversion needs current filings	We clear all statutory filings before applying

Conversion Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 49,999 (Exl GST and Govt. Charges)
Government fees	Depend on the authorised share capital; at actuals
Member or director additions	Billed at actuals where the LLP falls short
URC-2 advertisement and stamp charges	At actuals, depending on state and newspapers

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

How Long Does Conversion Take?

Stage	Estimated Timeline
Conversion (overall)	About 30 to 45 working days
URC-2 advertisement period	Statutory window inviting objections
ROC processing of URC-1	Drives the back end of the timeline

The exact timeline depends on meeting the 7-member and 3-director thresholds, creditor consents, any objections during the URC-2 period, and Registrar of Companies processing of the URC-1 application.

Key Benefits

Why Convert with a Professional

Access to public capital

List on a stock exchange and raise equity through a public issue.

Wider ownership

No maximum member limit, supporting a broad shareholder base.

Investor credibility

A public structure built for a pre-IPO fundraise.

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LLP vs Public Limited Company

Factor	LLP	Public Limited Company
Owners	Partners	Shareholders (min 7)
Directors	Designated partners (min 2)	Min 3 directors
Public share offer	Not allowed	Allowed (can list)
Funding	Partner capital	Equity, public issue, IPO
Compliance	Moderate	High, governance norms

Related Services

Most businesses convert LLP to private limited company first. To form a fresh entity, see public company registration or private limited company registration. For the existing LLP, see LLP incorporation and ongoing Pvt and LLP compliance.

Legal and Compliance Framework

Section 366, Companies Act, 2013: allows an LLP and other entities with the required members to register as a company; the conversion is treated as the registration of a new company (filed with the MCA).

Companies (Authorised to Register) Rules, 2014: prescribe the URC-1 application, the URC-2 advertisement, the creditor consents, member affidavits and auditor-certified statement of accounts.

Section 149: a public company must have a minimum of 3 directors, and a listed public company must have at least one-third independent directors.

Member requirement: to register as a public company under Section 366 the entity must have 7 or more members; with fewer than 7 it can register only as a private company.

Can an LLP be converted directly into a public limited company?

Yes, an LLP can be registered directly as a public limited company under Section 366 of the Companies Act, 2013, provided it has at least 7 members and 3 directors. However, this skip-level conversion is uncommon. Many businesses first convert the LLP into a private limited company and later convert the private company into a public company, which is often simpler to structure.

Which section governs conversion of an LLP into a company?

Conversion of an LLP into a company is governed by Section 366 of the Companies Act, 2013, read with the Companies (Authorised to Register) Rules, 2014. The Limited Liability Partnership Act, 2008 itself does not provide a conversion route, so the entire process runs under the Companies Act, with Form URC-1 as the primary conversion application.

What is Form URC-1 and when is it filed?

Form URC-1 is the primary application under the Companies (Authorised to Register) Rules, 2014 to register an LLP or other entity as a company under Section 366. It is filed with the Registrar of Companies after name approval and the URC-2 newspaper advertisement, and is now linked to the SPICe+ form along with the MOA and AOA of the new company.

How many members and directors are needed for a public company?

To register as a public limited company under Section 366, the LLP must have 7 or more members and a minimum of 3 directors under Section 149 of the Companies Act, 2013. With fewer than 7 members, the entity can only register as a private company. If the LLP falls short, members and directors are added before filing the conversion application.

What documents are required to convert an LLP to a public company?

You need the LLP Agreement and Certificate of Registration verified by two designated partners, a list of members and directors, a no-objection certificate or consent from all secured creditors, notarised affidavits from members, and a statement of accounts certified by an auditor not older than 15 days. The draft MOA and AOA and the DSC of the proposed directors are also required.

How long does it take to convert an LLP to a public limited company?

The conversion typically takes about 30 to 45 working days. This includes name approval, the URC-2 newspaper advertisement period inviting objections, gathering creditor consents and auditor-certified accounts, and the time for the Registrar of Companies to process the URC-1 application and issue the fresh Certificate of Incorporation.

Is it better to convert LLP to private limited first?

Often, yes. A direct LLP to public limited conversion is uncommon and document-heavy, so many businesses first convert the LLP into a private limited company and later convert that private company into a public company under Section 14. The right path depends on the number of members, the fundraising timeline and the IPO plan, which is best assessed with a professional.

LLP ko public limited me kaise convert kare?

Section 366 ke tahat URC-1 SPICe+ ke saath file karo, 7 members aur 3 directors rakho. Patron Accounting poora process sambhal leta hai.

Quick Answers

Which section? Section 366, Companies Act, 2013.
Which form? URC-1 (linked to SPICe+); URC-2 advertisement.
Minimum members? 7 members and 3 directors for a public company.
Common path? LLP to private limited first, then private to public.

Planning an IPO from an LLP?

An LLP to public conversion is a document-heavy Section 366 process where member counts, creditor consents, advertisements and auditor-certified accounts must align. Professional handling keeps the URC-1 application clean and audit-ready.

Call +91 945 945 6700 or message us on WhatsApp for a free, no-obligation quote on your LLP to Public Ltd conversion.

Start Your Conversion Today

Converting an LLP to a public limited company is a skip-level, pre-IPO restructuring carried out under Section 366 of the Companies Act, 2013 and the Authorised to Register Rules. It needs 7 or more members, 3 directors, secured-creditor consents, the URC-2 advertisement, and the URC-1 application filed with SPICe+ and the MOA and AOA.

Because the route is uncommon, many businesses convert LLP to private limited first, then go public. Patron Accounting, with 15+ years of experience and a CA and CS team, advises on the right path and manages the conversion end to end.

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Content Created: 3 June 2026 | Last Updated: | Next Review: 3 December 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months or whenever the Companies Act, the Companies (Authorised to Register) Rules, or the URC-1 and SPICe+ filing process change, so the LLP to public limited conversion guidance stays current.