Conversion of LLP into a Private Limited Company in India

Are you managing a Limited Liability Partnership and exploring ways to grow further? Conversion of LLP into a Private Limited Company in India can open new opportunities for expansion, investor confidence, and long-term sustainability. Many businesses that start as LLPs eventually choose this route when they need access to equity funding, venture capital, or large-scale investments.

While LLP registration is cost-effective and ideal for small businesses, it can restrict growth in areas such as raising funds or building a stronger corporate image. On the other hand, a Private Limited Company structure offers wider recognition, higher credibility, and greater flexibility in scaling operations.

This guide will cover the complete process of conversion of LLP into a Private Limited Company in India, includingeligibility, documents required, legal compliances, estimated cost and time required for the whole process.

By the end, you’ll have a clear roadmap to decide whether this transition suits your long-term goals and whether conversion of LLP into a Private Limited Company is the right step for your business.

Table of Contents

Why Partners Should Consider Conversion of LLP into a Private Limited Company

Many growing businesses in India start as a Limited Liability Partnership (LLP) because of its simple structure and lower compliance costs. However, as the business scales, partners often discover that conversion of LLP into a Private Limited Company brings long-term benefits and greater opportunities for expansion. Following are the key reasons when partners can benefit out ofconversion oftheir LLP into a Private Limited Company.

Better Access to Funding: –Private Limited Companies are more attractive to investors, venture capital firms, and banks. Equity financing, angel funding, and private placements are much easier to raise compared to an LLP structure.
Enhanced Credibility and Brand Value: – A Private Limited Company enjoys higher credibility in the eyes of clients, vendors, and financial institutions. This adds brand value and improves trust while dealing with larger corporates.
Ease of Ownership Transfer: – In an LLP, transferring ownership is cumbersome. A Private Limited Company offers easier transfer of shares, making it simple for new investors or shareholders to join the business.
Separate Legal Entity with Limited Liability: – While LLPs also provide limited liability, the recognition of a Private Limited Company as a separate legal entity makes it a preferred option in contracts, tenders, and governmentprojects.
Tax Planning Opportunities: – Companies often enjoy more tax-efficient options compared to LLPs. For businesses expecting higher profits, conversion ensures better flexibility in tax structuring.
Eligibility for Government Tenders and Global Expansion: – Many government tenders, startup incentives, and international business collaborations prefer or mandate a Private Limited Company structure. This makes scaling across borders smoother.

Checklist of Requirements for Conversion of LLP into a Private Limited Company

Conversion of LLP into a Private Limited Company can be a rewarding step for business growth, but it is not just a simple filing process. Before you begin, there are certain key requirements you must fulfilto ensure a smooth and compliant conversion.

Requirement	Description
Minimum Directors	LLP must have 2 partners who shall become directors in the new Private Limited Company.
Consent of Partners	All partners of the LLP must provide written consent for the conversion.
Statutory Compliance	The LLP must have filed all annual returns and complied with statutory filings before initiating conversion.
NoObjection Certificate (NOC)	A NOC must be obtained from the Registrar of LLPs confirming that the LLP has no pending obligations.
Public Notice	A notice of the proposed conversion must be published in two newspapers—one English and one vernacular.
Transfer of Assets & Liabilities	All assets, liabilities, rights, and obligations of the LLP must be transferred to the new company without any changes.

Documents Required for Conversion of LLP into a Private Limited Company

If you’re planning for conversion of your LLP into a Private Limited Company, be prepared with the right set of documents. Having everything in order not only speeds up the process but also ensures a hassle-free transition. Here’s a breakdown of the essentials you’ll need:

Consent of All Partners – Every partner of the LLP must provide written consent for the conversion.
No Objection from Creditors – A NOC from existing creditors is mandatory to safeguard their interests.
LLP Agreement & Incorporation Certificate – The latest executed LLP agreement along with the Certificate of Incorporation is required.
Registered Office Proof – Address proof of the company’s registered office, supported by recent utility bills (not older than 2 months).
Identity Proofs of Directors – PAN and Aadhaar of all directors must be submitted.
Digital Signatures (DSC) – Valid Digital Signature Certificates are essential for filing forms online.
Director Identification Numbers (DIN) – Each proposed director should have an active DIN.
Supporting Declarations – Affidavits, statutory declarations, and proofs of newspaper publications for the conversion notice.

Step-By-Step Process for Conversion of LLP into a Private Limited Company

Step -1: – Deep Scrutiny of LLP Compliances By Professional

Before intiating Conversion of LLP into a Private Limited Company, professionals carry out a detailed compliance review to ensure there are no pending obligations. The scrutiny usually includes checking:

Filing of annual returns and financial statements
Event-based compliances such as Form 3 and LLP Agreement changes
Tax, GST and other regulatory filings
Partners’ contribution and capital records
Status of loans, charges and creditor approvals

This thorough review helps avoid penalties, ensures legal readiness, and allows a smooth and hassle-free conversion proces

Step-2: – Name Approval

Apply via SPICe+ Part A for name reservation.
Alternatively, directly apply in SPICe+ Part B with incorporation filing

Step-3: – Publication Of Advertisement and ROC Intimation

Advertise the conversion intent in:
- One English newspaper
- One vernacular language newspaper
Notify the Registrar of LLP about the proposed conversion.

Step-4: – Filing of form URC-1 along with SPICE+ form, INC-33, INC-34, Agile and INC-9

After 21 days of newspaper publication (within 30 days), file the following forms:

Form URC-1 (for incorporation of company from existing LLP)
Form SPICe+ (INC-32) – company registration form
AGILE-PRO – for GST, ESIC, EPFO, bank account, etc.
INC-9, DIR-2, and other required affidavits and declarations

The URC-1 form shall have following attachments: –

Attachment	Details Required
List of Members	Names, addresses, and details of shares to be held by each member after conversion.
List of First Directors	Names, addresses, DIN, and identity proof details such as passport number with expiry date (if applicable).
Affidavit of First Directors	Declaration by each director confirming they are not disqualified under Section 164 and that all filed documents are true and correct.
List of Partners of LLP	Names and addresses of partners along with LLP Agreement and Certificate of Registration, verified by two designated partners.
Statement of Share Capital	Nominal share capital, division of shares, number of shares taken, amount paid on each share, and proposed company name with “Private Limited”.
No Objection Certificate from Creditors	Written consent or NOC from all creditors supporting the conversion.
Financial Statements	Latest statement of accounts not older than 6 days from the date of application, certified by a Chartered Accountant or Auditor.
Newspaper Advertisement	Copy of the advertisement published in newspapers as per legal requirement.
Intimation sent to Registrar of LLP	The copy of intimation sent Registrar of Companies of LLP should be attached to the form.

Step-5: – Issue of Certificate of Incorporation

Once the process of conversion of LLP into a Private Limited Company is successfully completed with the Ministry of Corporate Affairs (MCA), the Registrar of Companies (ROC) issues a fresh Certificate of Incorporation. This certificate is the official proof that the LLP has now been converted into a Private Limited Company under the provisions of the Companies Act, 2013.

The Certificate of Incorporation contains:

The new name of the company (ending with “Private Limited”).
The date of incorporation and conversion.
The Corporate Identification Number (CIN) of the new company.

It serves as conclusive evidence of legal existence and enables the converted company to operate as a Private Limited Company with all associated benefits such as better fundraising opportunities, increased credibility, limited liability protection, and scalability.

Estimated Timeline for Conversion of LLP into a Private Limited Company

Conversion of LLP into a Private Limited Company is a structured legal process governed by the Companies Act, 2013. The timeline for conversion largely depends on document readiness, approvals from all partners, and MCA processing. The estimated timeline is given below: –

Stage	Process Involved	Estimated Time
Step 1	Deep scrutiny by professional regarding all compliances of LLP	5–7 days
Step 2	Name approval application with MCA	5–7 days
Step 3	Filing SPICe+ (INC-32), e-MOA, e-AOA & URC-1 with attachments	5– 7 days
Step 4	Scrutiny by ROC and resubmission (if any)	5–7 days
Step 5	Grant of Certificate of Incorporation	5–7 days

Total Estimated Time: 3 to 5 weeks (depending on document readiness and MCA approval speed).

With proper documentation and professional support, conversion can be completed faster and with minimal chances of resubmission. Contact us today for expert guidance and converting your vision into reality.

Cost of Conversion of LLP into a Private Limited Company

Conversion of LLP into a Private Limited Company involves certain statutory fees and professional charges, which may vary based on state and share capital. Below is a detailed cost breakup:

Particulars	Details	Amount
Government Filing Fees	Applicable for forms like URC-1, INC-32 (SPICe+), INC-33 (e-MOA), INC-34 (e-AOA); depends on authorized share capital.	0-1200/-
Stamp Duty	Payable on MOA and AOA; amount varies from state to state.	2000-6000/-
Professional Fees	Charges for Company Secretary, Chartered Accountant, or legal professional handling documentation and filing. It may vary depending on the experience and professional and the state of practice and the authorised capital of LLP.	30,000-50,000/-
Other Costs	Digital Signature Certificate (DSC), advertisement Charges, notary charges and incidental expenses.	10,000-13000/-

On average, the total cost of conversion ranges from ₹42,000 to ₹70,000 or more, depending on share capital, state laws, and professional involvement.

Conclusion

Conversion of LLP into a Private Limited Company is not just a change of structure but a strategic step toward long-term growth. This move allows businesses to access better funding opportunities, build stronger market credibility, and achieve smoother scalability. By fulfilling the legal requirements and following the right process, the transition can be carried out without difficulty.

Entrepreneurs who are considering this conversion should consult legal and financial experts for tailored guidance. Professional advice ensures that the process matches the company’s specific goals, whether it is to maximize tax benefits, strengthen compliance, or attract investors.

In the end, conversion of LLP into a Private Limited Company positions a business for sustainable expansion and creates a stronger foundation to compete in today’s competitive market.

Remember: –

Conversion is not a cost; it is an investment in your company’s future.

Frequently Asked Questions (FAQs): –

Will PAN, GST, and other registrations change after conversion of LLP into a Private Limited Company?

Yes. A new PAN is allotted to the company. GST and other registrations need to be amended/migrated in the name of the new company.

What happens to the existing assets and liabilities of the LLP after conversion of LLP into a Private Limited Company?

All assets, liabilities, contracts, and obligations of the LLP automatically vest in the new Private Limited Company after conversion. The continuity of the business is maintained.

Is it mandatory for all partners of the LLP to become shareholders in the new company after conversionof LLP into a Private Limited Company?

Yes. At the time of conversion of an LLP into a Private Limited Company, all partners of the LLP must become shareholders of the new company in the same proportion as their capital contribution in the LLP. This is a mandatory condition under the conversion provisions.

Once the conversion is completed, the shareholders are free to transfer their shares to others if they wish, but at the stage of conversion, every partner must be allotted shares in the new company.

Can a Private Limited Company Operate with the Same Business After Conversionof LLP into a Private Limited Company?

Yes, a Private Limited Company can continue to operate with the same business after conversion from an LLP. The entire purpose of conversion is to give the existing business a more structured and credible corporate form without disrupting its ongoing activities.