What Is LLP to Private Limited Company Conversion?
LLP to Private Limited Company Conversion is the legal process by which a Limited Liability Partnership (LLP), registered under the LLP Act, 2008, is re-registered as a Private Limited Company under Section 366 of the Companies Act, 2013, read with the Companies (Authorised to Register) Rules, 2014.
The conversion is carried out by filing Form URC-1 with the Registrar of Companies, along with a simultaneous SPICe+ incorporation application, after which the LLP's partners become the company's shareholders and directors and the entity gains the ability to issue equity shares, raise funding from investors, and grant Employee Stock Options (ESOPs) — none of which an LLP structure permits.
🔄 Key Features of Conversion
Partners Become Shareholders & Directors
All partners of the LLP typically become shareholders of the new company in proportion to their capital contribution, and at least 2 of them become the first directors (requiring DIN and DSC).
Fresh Certificate of Incorporation
The new company is issued a fresh Certificate of Incorporation with a new CIN and PAN, distinct from the LLP's LLPIN — it is a new legal entity, not a mere name change.
Assets & Liabilities Transfer
All assets, liabilities, interests, rights, privileges, and obligations of the LLP vest in the new company by operation of law upon conversion under Section 374 of the Companies Act, 2013.
Equity Fundraising Enabled
Unlike an LLP (which can only raise capital via partner contribution or debt), a Private Limited Company can issue equity shares, preference shares, and convertible instruments to investors.
Mandatory Public Notice
The proposed conversion must be advertised in a newspaper (Form URC-2) — one English and one in the vernacular language of the district — inviting objections from creditors and other stakeholders within 21 days.
Registrar of LLPs Intimation
Within 15 days of the new company's incorporation, notice of the conversion must be filed with the Registrar of LLPs to close the LLP's registration and avoid continuing LLP compliance obligations.
✅ Eligibility & Requirements (FY 2025-26)
Before Filing for Conversion
- • Consent of Partners: Majority of partners representing at least 75% in value of the LLP must approve the conversion
- • Minimum 2 Directors from among the partners (with DIN and DSC)
- • Minimum 2 Shareholders (same minimum as any Private Limited Company)
- • No Statutory Defaults: LLP's Form 11 and Form 8 filings should be up to date with the Registrar of LLPs
- • NOC from Secured Creditors: Required if the LLP has any secured loans or charges
At the Time of Filing
- • Newspaper Advertisement (URC-2): Published at least 21 days before filing URC-1, inviting objections
- • Statement of Assets & Liabilities: Certified by a practicing Chartered Accountant, not older than 6 days from the date of filing
- • Form URC-1 filed along with SPICe+ incorporation forms with the ROC
- • List of Partners with their capital contribution and proposed shareholding
⚖️ LLP vs Private Limited Company — Comparison
| Feature | LLP | Pvt Ltd |
|---|---|---|
| Governing Law | LLP Act, 2008 | Companies Act, 2013 |
| Ownership Instrument | Partner contribution | Equity shares |
| Equity Fundraising | Not possible | Fully enabled |
| ESOP for Employees | Not possible | Fully enabled |
| Minimum Partners/Shareholders | 2 | 2 |
| Investor Preference | Low (VC/PE avoid LLPs) | High (standard VC/PE vehicle) |
| Compliance Burden | Lower | Moderate to higher |
| Statutory Audit | Only above ₹40L turnover/₹25L contribution | Mandatory every year |
💰 Advantages of Converting to a Company
✓ Equity Fundraising
Issue equity or preference shares and convertible instruments to angel investors, VCs, and PE funds — a route LLPs cannot offer.
✓ ESOP-Based Hiring
Grant Employee Stock Options to attract and retain talent, a standard practice for growth-stage companies that LLPs cannot replicate.
✓ Investor & Lender Familiarity
Most institutional investors and many lenders are structured to invest in or lend to companies, not LLPs, simplifying due diligence and documentation.
✓ Perpetual Succession with Standard Governance
Company law provides well-established governance frameworks (Board, shareholders, committees) that scale more predictably than LLP agreements as the business grows.
✓ Seamless Continuation of Business
All assets, contracts, licences (subject to specific approvals), and liabilities of the LLP automatically vest in the new company — operations continue without interruption.
⚠️ Disadvantages & Additional Obligations
- →Higher Compliance Burden: Mandatory statutory audit every year, Board meetings, AGM, and ROC filings — heavier than LLP's compliance load.
- →Loss of LLP Flexibility: LLP agreements allow flexible profit-sharing and management terms; company law imposes more standardized governance.
- →Dividend Distribution Tax Treatment: Profit distribution to shareholders (dividends) is taxed differently from LLP partner drawings — consult a tax advisor on the impact.
- →New PAN & Banking Setup: The company has a fresh PAN and CIN, requiring new bank accounts, and re-registration of GST, licences, and other approvals in many cases.
- →Loss of Unlimited Contract Continuity: Certain contracts, licences, or approvals held by the LLP may require fresh consent or re-assignment to the new company.
- →Stamp Duty & Professional Costs: Conversion involves government fees, professional certification (CA/CS), and possible stamp duty on share certificates.
🎯 When to Choose This Conversion?
LLP to Company conversion is ideal if you want to:
- ✓Raise equity funding from angel investors, VCs, or private equity funds
- ✓Offer Employee Stock Options (ESOPs) to attract and retain key talent
- ✓Present a more familiar, investor-friendly legal structure for due diligence
- ✓Prepare for a future acquisition, merger, or eventual stock exchange listing
- ✓Access startup ecosystem benefits and incubator/accelerator programs that prefer company structures
Not Recommended if: Your business has no plans to raise equity capital and values the LLP's lower compliance burden and flexible partner agreements. In such cases, remaining an LLP is usually simpler and more cost-effective.
LLP to Private Limited Company Conversion Process (FY 2025-26)
Complete MCA conversion process — from partner consent to the fresh Certificate of Incorporation:
Eligibility Assessment & Partner Consent
2-3 daysReview the LLP Agreement, current partner structure, outstanding statutory filings (Form 11, Form 8), and any secured borrowings to confirm the LLP is eligible for conversion. Obtain the consent of partners representing at least 75% in value of the LLP at a meeting called for this purpose, as required under Rule 3(1) of the Companies (Authorised to Register) Rules, 2014. Written consent from all partners is recommended to minimise the risk of objections later.
Obtain DSC & DIN for Proposed Directors
3-5 daysIdentify at least 2 partners who will become the first directors of the new company and obtain their Digital Signature Certificate (DSC) and Director Identification Number (DIN), if not already held. Documents required: PAN, Aadhaar, passport-size photograph, email ID, mobile number, and address proof.
Name Reservation via RUN / SPICe+ Part A
2-3 daysApply for name approval of the proposed Private Limited Company via the RUN service or SPICe+ Part A on the MCA portal. The name must be unique and end with 'Private Limited'. It is common (though not mandatory) to retain a name similar to the LLP for brand continuity, subject to availability. Up to 2 proposed names can be submitted in order of preference.
Publish Newspaper Advertisement (Form URC-2)
21 days (statutory notice period)Publish a notice of the proposed conversion in Form URC-2 — in one English newspaper and one newspaper in the principal vernacular language of the district where the LLP's registered office is situated — at least 21 days before the date of filing Form URC-1. The advertisement invites objections, if any, from creditors and other stakeholders within this 21-day window.
Obtain NOC from Secured Creditors (If Applicable)
5-10 days (if applicable)If the LLP has availed secured loans or created charges on its assets, a No Objection Certificate (NOC) must be obtained from all secured creditors consenting to the proposed conversion. This NOC is filed as an attachment with Form URC-1.
Prepare Statement of Assets & Liabilities
2-4 daysA statement of assets and liabilities of the LLP, certified by a practicing Chartered Accountant, must be prepared and must NOT be older than 6 days from the date of filing Form URC-1. This statement forms the basis on which assets and liabilities vest in the new company upon conversion.
Drafting of MOA & AOA for the New Company
3-5 daysThe Memorandum of Association (MOA) and Articles of Association (AOA) of the new Private Limited Company are drafted, defining the company's objects, authorized capital, shareholding structure (mirroring or restructuring the partners' capital contribution as agreed), and internal governance rules. These are filed as attachments to the SPICe+ incorporation application.
Filing of Form URC-1 with SPICe+ Incorporation
5-7 days to prepare & fileForm URC-1 is filed with the jurisdictional Registrar of Companies, simultaneously with the SPICe+ (INC-32) incorporation application. Attachments include: LLP Agreement and any supplementary agreements, list of partners with their particulars and shareholding, statement of assets & liabilities (CA-certified), copy of the newspaper advertisement, NOC from secured creditors (if any), consent of partners, undertaking regarding compliance with the LLP Act obligations up to the date of conversion, and the LLP's PAN and Certificate of Registration. MOA & AOA, and details of proposed directors, are filed with SPICe+.
ROC Scrutiny & Processing
7-10 days (ROC processing)The Registrar of Companies examines the URC-1 and SPICe+ applications for compliance with Section 366 and the Companies (Authorised to Register) Rules, 2014. Queries, if any, must be responded to promptly — Taxvio ensures the filing is complete and accurate to minimise back-and-forth with the ROC.
Fresh Certificate of Incorporation Issued
Same day as ROC approvalOn approval, the ROC issues a fresh Certificate of Incorporation for the new Private Limited Company, along with a new CIN. PAN and TAN are auto-generated as part of the SPICe+ process. This is the legal proof that the LLP has been successfully converted into a company, and all assets, liabilities, and obligations of the LLP now vest in the new company by operation of law.
Intimation to Registrar of LLPs (Within 15 Days)
Within 15 days of incorporationThe new company must give notice of the conversion to the Registrar of LLPs within 15 days of the date of registration, along with a copy of the Certificate of Incorporation, so that the LLP's registration is closed on record. Missing this step can leave the LLP appearing as a live entity, attracting continuing compliance obligations and penalties under the LLP Act, 2008.
Post-Conversion Asset, Bank & Registration Transfer
Within 15-30 days of COIFollowing incorporation: (1) Open a new current bank account in the company's name and transfer balances from the LLP's account, (2) migrate or re-apply for GST registration, Shops & Establishment licence, and other regulatory approvals in the company's name, (3) update contracts, vendor/customer agreements, and statutory registers to reflect the new entity, (4) update PAN-linked records (Income Tax, TDS) and inform key stakeholders of the change. Taxvio provides a post-conversion compliance checklist to guide this transition.
✅Total Timeline
15-20 working days from partner consent to the fresh Certificate of Incorporation, assuming the mandatory 21-day newspaper advertisement window is run in parallel with DSC/DIN procurement, name reservation, and MOA/AOA drafting. Breakdown: eligibility & consent (2-3 days) + DSC/DIN (3-5 days) + name reservation (2-3 days) + newspaper advertisement (21 days, parallel) + URC-1 & SPICe+ filing (5-7 days) + ROC processing (7-10 days). Within 15 days of incorporation: intimation to the Registrar of LLPs to close the LLP's registration.
Documents Required for LLP to Company Conversion
For Partners / Proposed Directors
- ✓PAN Card (mandatory)
- ✓Aadhaar Card (identity + address)
- ✓Passport-size photograph (recent)
- ✓DSC & DIN (for proposed directors, if not already held)
- ✓Bank statement or utility bill (<2 months — address proof)
- ✓Written consent to the conversion
- ✓Consent to act as director (Form DIR-2, for proposed directors)
For the LLP
- ✓LLP Agreement (and any supplementary agreements)
- ✓Certificate of Incorporation of the LLP
- ✓LLP's PAN card
- ✓Latest Form 11 (Annual Return) filed with Registrar of LLPs
- ✓Latest Form 8 (Statement of Accounts & Solvency) filed
- ✓List of partners with capital contribution and proposed shareholding
- ✓Financial statements (latest audited/unaudited, as applicable)
- ✓Income Tax Returns filed by the LLP
Conversion-Specific Documents
- ✓Statement of assets & liabilities certified by a CA (not older than 6 days from filing)
- ✓Copy of the published newspaper advertisement (Form URC-2)
- ✓NOC from secured creditors (if the LLP has secured loans/charges)
- ✓Partner consent / minutes of the meeting approving conversion
- ✓Undertaking regarding compliance with LLP Act obligations till the date of conversion
For the New Company
- ✓Proposed company name options (with 'Private Limited' suffix)
- ✓Drafted MOA & AOA
- ✓Registered office address proof (rent agreement/sale deed + utility bill)
- ✓NOC from property owner (if rented)
- ✓Proposed authorized & paid-up capital structure
📝 Additional Information Required
- •Reason for conversion (equity fundraising, ESOPs, investor requirement, etc.)
- •Current partner capital contribution ratio
- •Proposed shareholding pattern for the new company
- •Details of any secured lenders whose consent may be required
- •Existing GST, licences, and registrations to be migrated post-conversion
- •Target date for completing the newspaper advertisement and filings
Common Mistakes in LLP to Company Conversion
Conversion under Section 366 has strict procedural requirements — avoid these critical errors:
Not Obtaining 75% Partner Consent
⚠️ Problem
Proceeding with conversion without formally obtaining consent from partners representing at least 75% in value of the LLP. This is a mandatory precondition under Rule 3(1) of the Companies (Authorised to Register) Rules, 2014 — proceeding without it can invalidate the entire conversion application.
✅ Solution
Convene a formal meeting of partners, record the resolution approving conversion, and obtain written consent from partners representing at least 75% in value (ideally, consent from all partners to avoid future disputes). File this consent as part of the URC-1 attachments. Taxvio prepares the consent documentation to meet ROC requirements.
Skipping or Rushing the Newspaper Advertisement
⚠️ Problem
Filing Form URC-1 without publishing the mandatory Form URC-2 advertisement, or filing before the full 21-day objection window has elapsed. This is a common ground for ROC queries or rejection since it is a mandatory public notice requirement.
✅ Solution
Publish the advertisement in one English and one vernacular newspaper covering the LLP's registered office district, and wait the FULL 21 days before filing URC-1. Retain the original newspaper cuttings/copies as proof for the filing. Taxvio coordinates the advertisement publication and timeline tracking.
Overlooking NOC from Secured Creditors
⚠️ Problem
Failing to obtain a No Objection Certificate from lenders or creditors holding a charge on the LLP's assets before filing for conversion. This can result in the ROC rejecting the application, or in future disputes over asset ownership post-conversion.
✅ Solution
Identify all secured borrowings and charges registered against the LLP, and obtain written NOC from each secured creditor before filing URC-1. If no secured borrowings exist, a declaration to that effect should be filed instead. Taxvio verifies charge registrations with the Registrar of LLPs before filing.
Filing with an Outdated Assets & Liabilities Statement
⚠️ Problem
Using a statement of assets and liabilities that is older than the prescribed 6-day window from the date of URC-1 filing. An outdated statement is a common technical defect that leads to ROC queries and refiling.
✅ Solution
Get the statement certified by a practicing Chartered Accountant as close as possible to the actual filing date, and file URC-1 promptly thereafter to stay within the 6-day limit. Taxvio coordinates timing between the CA certification and the filing date.
Forgetting to Intimate the Registrar of LLPs
⚠️ Problem
After the new company is incorporated, failing to notify the Registrar of LLPs about the conversion within 15 days. The LLP continues to appear as a registered, live entity in MCA records, which can attract continuing LLP Act compliance obligations (Form 11, Form 8) and penalties for non-filing even though the business has moved to the new company.
✅ Solution
File the required intimation with the Registrar of LLPs within 15 days of receiving the fresh Certificate of Incorporation, attaching a copy of the certificate. Set a reminder immediately upon incorporation to avoid missing this deadline. Taxvio handles this intimation as part of the standard conversion service.
Not Migrating GST, Bank Accounts & Contracts
⚠️ Problem
Continuing to operate using the LLP's GST registration, bank accounts, or contracts after the new company is incorporated. Since the company has a new PAN and CIN, invoices, GST filings, and banking transactions under the old LLP details can create reconciliation and compliance mismatches.
✅ Solution
Promptly open a new bank account in the company's name, apply for GST registration (or amend/migrate as applicable) under the company's PAN, and formally novate or reassign key contracts to the new entity. Taxvio provides a post-conversion migration checklist to guide this transition.
LLP to Company Conversion Packages
Comprehensive conversion and compliance packages for growing LLPs:
Basic
₹19,999
One-time fee
Included Services
- ✓Eligibility assessment & partner consent documentation
- ✓DSC & DIN for 2 proposed directors
- ✓Name approval (RUN/SPICe+ Part A)
- ✓MOA & AOA drafting
- ✓Form URC-1 filing along with SPICe+ incorporation
- ✓Certificate of Incorporation (converted company)
- ✓PAN & TAN application
- ✓Email & phone support
Not Included
- ✗Newspaper advertisement charges not included
- ✗No NOC/creditor coordination support
- ✗No post-conversion migration support
- ✗No Registrar of LLPs intimation included
Ideal For
LLPs with no secured loans and straightforward 2-partner structures
Standard
₹29,999
One-time fee
Included Services
- ✓Everything in Basic
- ✓Newspaper advertisement (URC-2) coordination
- ✓Statement of assets & liabilities coordination with CA
- ✓NOC from secured creditors coordination (if applicable)
- ✓Intimation to Registrar of LLPs (Form filing within 15 days)
- ✓Statutory register setup for the new company
- ✓Priority support (WhatsApp + email)
Not Included
- ✗Bank account/GST migration offered as add-on
Ideal For
Most LLPs converting to a company for the first time
Complete
₹44,999
One-time fee
Included Services
- ✓Everything in Standard
- ✓Asset & liability transfer documentation
- ✓Bank account transfer/opening coordination
- ✓GST and other licence migration support
- ✓Contract novation guidance for key agreements
- ✓First year annual compliance (MGT-7, AOC-4, statutory audit coordination) included
- ✓Dedicated CA + CS team with post-conversion review
Ideal For
LLPs wanting full handholding from consent through to post-conversion migration
💼 Add-On Services (Optional)
Additional Director (DSC + DIN)
₹2,500/director
For companies needing more than 2 initial directors
Newspaper Advertisement Publication
At actuals (₹1,500-3,000)
English + vernacular newspaper publication charges
GST Migration / Fresh Registration
₹2,999
Migrate or newly register GST under the company's PAN
LLP Closure (Form 24 Filing)
₹5,999
If the LLP requires formal strike-off assistance
Annual Compliance Package
₹34,999/year
MGT-7, AOC-4, statutory audit, ITR, Board & AGM support
Share Certificate Printing
₹3,999
Stamped share certificates for all shareholders
What Our Clients Say
"We ran our software services business as an LLP for 3 years, but our lead investor wanted a company structure before closing the round. Taxvio handled the URC-1 filing, newspaper advertisement, and SPICe+ incorporation in about 18 days. They also made sure our Registrar of LLPs intimation was filed on time. Smooth experience end to end."
Vikram Chauhan, Partner
Novatech Solutions Private Limited
Meerut, UP
"We wanted to start offering ESOPs to our early team but couldn't as an LLP. Taxvio's Standard package guided us through partner consent, the CA-certified assets statement, and creditor NOC — everything was filed correctly the first time with no ROC queries. Highly recommend for founders planning to raise funding."
Simran Kaur, Co-Founder
Bloomline Foods Private Limited
Noida, UP
"Our LLP had a bank loan with a registered charge, so we were worried about the NOC requirement. Taxvio coordinated with our lender and got the NOC sorted, then completed the entire conversion in under 20 days. Post-conversion, they even helped migrate our GST registration to the new company. Great professional support."
Deepak Malhotra, Managing Partner
Crestwood Logistics Private Limited
Ghaziabad, UP
LLP to Company Conversion Services Across India
Taxvio is based in Khatauli, Muzaffarnagar, UP and provides online LLP to Private Limited Company conversion services for growing partnership businesses across Meerut, Noida, Delhi NCR, Mumbai, Pune, Ahmedabad, Surat, and all cities in India. Complete remote handling with doorstep DSC delivery, MOA/AOA drafting, and MCA filing.
Frequently Asked Questions — LLP to Company Conversion
Can any LLP convert into a Private Limited Company?+
What happens to the LLP's existing contracts and licences after conversion?+
How is share allocation decided for partners becoming shareholders?+
What is the timeline for LLP to Private Limited Company conversion?+
Are there tax implications when converting an LLP into a company?+
Do we need to close the LLP separately after the company is incorporated?+
Prepare for Equity Fundraising
Convert Your LLP — Unlock Equity Capital & ESOPs
Get eligibility assessment, name approval, MOA & AOA drafting, Form URC-1 filing, and your fresh incorporation certificate handled end-to-end. We also manage the mandatory newspaper advertisement and Registrar of LLPs intimation. Starting ₹19,999 with expert CA & CS team.