LLP to Private Limited Conversion

Starting from ₹15,000 + GST

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LLP to Private Limited Conversion


A Limited Liability Partnership (LLP) is a popular choice for small and medium businesses in India, offering the dual benefits of limited liability and operational flexibility. However, as businesses grow, their requirements evolve, prompting many LLPs to explore converting into a Private Limited Company. This transition allows businesses to scale operations, attract larger investments, and establish a stronger presence in the market.

Unlike LLPs, which have limitations on raising equity capital, Private Limited Companies can issue shares, making them a preferred choice for entrepreneurs seeking venture capital or private equity funding. Additionally, the corporate identity of a Private Limited Company instills greater confidence in clients, investors, and other stakeholders, making it easier to expand and build credibility in competitive markets.

The conversion process from LLP to a Private Limited Company involves fulfilling legal, financial, and compliance requirements under the Companies Act, 2013. While it might seem daunting, the benefits of enhanced fundraising potential, succession planning, and ease of ownership transfer often outweigh the challenges. Understanding the conversion process, its eligibility criteria, and the necessary documentation is crucial for businesses considering this transformation.

Benefits of Converting LLP to a Private Limited Company


A Private Limited Company can issue shares, making it easier to raise venture capital and equity funding
A Private Limited Company enjoys a higher level of trust among customers, investors, and partners due to its distinct corporate identity
Shareholders’ liability is restricted to the amount of their shareholding, safeguarding personal assets from corporate debts
Ownership of a Private Limited Company can be transferred effortlessly through the transfer of shares
Private Limited Companies may benefit from tax incentives and lower tax rates in certain cases
Unlike an LLP, a Private Limited Company remains unaffected by changes in its shareholders or directors, ensuring continuity
A Private Limited Company exists as a distinct legal entity, providing clarity between personal and business assets

Eligibility Criteria for Conversion


  • Minimum Number of Partners
  • Paid-Up Capital Compliance
  • Litigation-Free Status
  • Ready Conversion Agreements
  • Process of Converting LLP to a Private Limited Company


    Step 1

    Approval of Company Name

    File Form INC-1 with the Registrar of Companies (ROC) to reserve a unique name for the Private Limited Company.

    Step 2

    Drafting MOA and AOA

    Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) to define the company’s purpose and operational guidelines.

    Step 3

    Passing a Special Resolution

    Conduct a partner meeting to pass a special resolution approving the conversion and record it for ROC submission.

    Step 4

    Filing Form URC-1

    Submit Form URC-1 to officially initiate the conversion process with the ROC.

    Step 5

    Obtain Digital Signatures

    Acquire Digital Signature Certificates (DSCs) for directors to facilitate the filing of digital forms.

    Step 6

    Filing Forms INC-32, INC-33, and INC-34

    File INC-32 for incorporation, and INC-33 and INC-34 for e-MOA and e-AOA.

    Step 7

    Certificate of Incorporation

    Upon verification, the ROC issues the Certificate of Incorporation, confirming the conversion.

    Documents Required LLP to Private Limited Conversion


    Copy of LLP Agreement.
    Consent letters from all partners.
    Digital Signature Certificates (DSCs) of proposed directors.
    PAN and address proof of directors.
    Proof of registered office address.
    No Objection Certificate (NOC) from creditors.
    Balance sheet detailing assets and liabilities.
    Latest income tax return (ITR).
    Resolution approving the conversion.
    NOC from regulatory authorities.

    FAQs


    How do I convert my LLP into a Private Limited Company?

    The process involves name approval, drafting MOA and AOA, passing resolutions, filing forms with ROC, and obtaining a Certificate of Incorporation.

    Is the consent of all partners required for conversion?

    Yes, all partners must consent, and a special resolution is mandatory.

    What are the key advantages of converting LLP to a Private Limited Company?

    Advantages include better fundraising, enhanced credibility, limited liability, and easier ownership transfer.

    How long does the conversion process take?

    Typically, it takes 30 to 45 days, depending on document preparation and ROC processing time.

    What legal requirements must be fulfilled for conversion?

    The conversion must comply with the Companies Act, 2013, and obtain ROC approval.

    What documents are required to start the conversion?

    Essential documents include DSCs, partner consent letters, PAN, address proofs, and NOC from creditors.

    What is the cost of converting an LLP to a Private Limited Company?

    Costs vary based on ROC fees, consultant charges, and legal fees.

    Is there a minimum capital requirement for a Private Limited Company?

    Yes, a minimum paid-up capital of ₹1,00,000 is required.

    Do I need a new GST registration after conversion?

    Yes, a fresh GST registration under the Private Limited Company’s name is necessary.

    How are the LLP's assets and liabilities managed during conversion?

    Assets and liabilities are seamlessly transferred to the newly formed Private Limited Company.

    Can the Private Limited Company retain the LLP's name?

    Yes, subject to approval by the ROC.

    Does the Private Limited Company need a new bank account?

    Yes, it is mandatory to open a new account in the name of the Private Limited Company.

    What happens if there is foreign investment in the LLP during conversion?

    Additional compliances under FEMA and regulatory approvals are required for conversion.

    What tax implications arise during conversion?

    Tax implications depend on asset transfers and the structure of the Private Limited Company; expert consultation is recommended.

    Is there a need to notify creditors about the conversion?

    Yes, creditors must be informed, and their NOC is required as part of the documentation.

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