How to Get LLP to Pvt Ltd Conversion in India
Converting a Limited Liability Partnership into a Private Limited Company is a strategic move for founders who want limited liability protection under a share-capital structure, easier access to equity funding, and a governance framework that institutional investors are more comfortable with. Unlike a fresh incorporation, this route lets the business carry forward its operating history, contracts, and, in many cases, its accumulated brand value, while re-registering under the Companies Act, 2013 through the statutory conversion mechanism for LLPs. The process runs on a dual track — filing with the Registrar of Companies to register the new company and separately notifying the Registrar of LLPs so the LLP's registration is wound up once conversion is complete. Because it touches partner consent, creditor NOCs, public notice requirements, and post-incorporation migration of PAN, TAN, GST, and bank accounts, most businesses engage a chartered accountant or company secretary to sequence the filings correctly. At PNPC Global, we manage the entire conversion end to end, from partner consents and creditor NOCs through incorporation and statutory post-conversion compliance, so your operations continue without interruption.
Before you start
- Digital Signature Certificates (DSC) for all proposed directors and the designated partners signing the conversion documents.
- Director Identification Numbers (DIN) for at least two individuals who will serve as directors of the new private limited company.
- Unanimous written consent of all existing LLP partners to the proposed conversion, recorded in a partners' resolution.
- A minimum of two partners in the LLP, which satisfies the minimum member requirement for a private limited company.
- No-objection certificates from secured creditors, if the LLP has any outstanding secured borrowings, confirming they do not object to the conversion.
- The LLP's latest income tax return acknowledgment and a statement of assets and liabilities certified by a chartered accountant, dated close to the filing date.
- A proposed company name — either the LLP's existing name with 'Private Limited' appended, or a fresh name cleared for availability with the Registrar of Companies.
- Registered office address proof and a no-objection certificate from the property owner, or a valid lease/rent agreement, for the new company.
Step-by-step
Step 1: Partners' Resolution and Preliminary Consent
Convene a meeting of all LLP partners and pass a resolution approving the conversion into a private limited company. Every partner must give written consent, since the conversion cannot proceed if even one partner objects. This resolution also typically authorizes a designated partner to sign and file the conversion documents on behalf of the LLP.
- Record the resolution in the LLP's minute book
- Identify which partners will become shareholders and which individuals will be proposed as the first directors
Step 2: Publish the Statutory Advertisement (Form URC-2)
Before filing for conversion, publish a notice in Form URC-2 in one English-language newspaper and one vernacular-language newspaper circulating in the district where the LLP's registered office is located. This notice invites objections from the public and creditors, and the filing with the Registrar cannot happen until the mandatory notice period since publication has elapsed. Keep the original newspaper cuttings — they must be attached to the conversion application.
Step 3: Reserve the New Company Name
Apply for name approval through the MCA's SPICe+ Part A (or the equivalent name-reservation service in force) to secure the proposed name for the new private limited company. If you intend to retain the LLP's existing name, verify it doesn't conflict with an existing registered company or trademark; if not, a completely new name may need to be proposed and cleared.
Step 4: Obtain/Update DSC and DIN
Ensure every proposed director holds a valid Digital Signature Certificate and Director Identification Number. Partners continuing as directors may already hold a DIN from their LLP designated-partner appointment (DPIN), which typically carries over, but new directors joining only at conversion will need to apply afresh.
Step 5: Prepare the Conversion Document Set
Assemble the documents required for registering an LLP as a company under the Companies Act, including:
- A list of all LLP partners with their shareholding pattern in the proposed company
- A list of the first directors, along with their DIN, consent to act as director (Form DIR-2), and personal KYC
- A certified copy of the LLP agreement and certificate of incorporation
- The statement of assets and liabilities, and latest income tax return
- NOC from secured creditors (if any) and a declaration of no pending liabilities/prosecutions
- Copies of the URC-2 newspaper advertisements
Step 6: File the Conversion Application with the Registrar
File the conversion application (with the assembled document set) with the jurisdictional Registrar of Companies, seeking registration of the LLP as a company under the Companies Act, 2013 and the Companies (Authorised to Register) Rules, 2014. This is filed alongside — or immediately followed by — the incorporation forms in Step 7, since both are examined together by the Registrar.
Step 7: File the Incorporation Forms (SPICe+, e-MoA, e-AoA)
File the integrated incorporation form along with the electronic Memorandum of Association and Articles of Association, PAN and TAN application, and the declarations of subscribers/directors. These documents define the company's objects, authorized and paid-up share capital, and internal governance rules, and should be drafted to reflect the business actually carried on by the LLP.
Step 8: Certificate of Incorporation
Once the Registrar is satisfied with the conversion application and incorporation forms, it issues a Certificate of Incorporation confirming registration as a private limited company under a new Corporate Identity Number (CIN). PAN and TAN are typically generated together with the certificate under the current integrated process.
Step 9: Post-Incorporation Public Notice
Within the prescribed period after incorporation, publish a notice of the conversion in the Official Gazette and in the same newspapers used for the pre-conversion advertisement. This step formally puts third parties on notice that the entity now operates as a company rather than an LLP.
Step 10: Notify the Registrar of LLPs and Close Out the LLP
Intimate the Registrar of LLPs of the conversion within the prescribed timeline, attaching a copy of the new Certificate of Incorporation. The LLP is treated as dissolved on registration of the company, but the LLP-side filing must still be completed to formally close its record — do not assume the RoC-LLP database updates automatically.
Step 11: Transfer Assets, Contracts, and Statutory Registrations
All assets, liabilities, and legal proceedings of the LLP vest in the new company by operation of law on conversion, but practical migration still needs to be actioned:
- Update land/property records, vehicle registrations, and intellectual property records to the new entity name
- Migrate GST registration, EPF/ESI codes, import-export code, and other statutory licenses to the new PAN/CIN
- Open a current bank account for the company and close or convert the LLP's bank accounts
- Re-execute or formally novate key customer, vendor, and lease contracts where the counterparty requires it
Step 12: Post-Incorporation Compliance
Hold the first board meeting within the prescribed period, appoint the statutory auditor (Form ADT-1), issue share certificates to shareholders against their LLP capital contribution, and file the declaration of commencement of business if applicable. Going forward, the company is subject to the Companies Act's ongoing compliance calendar — annual return, financial statement filing, and board meeting cadence — which is materially more onerous than LLP compliance, so plan for it from day one.
Common mistakes to avoid
- Filing the conversion application without first securing NOCs from secured creditors, which leads to outright rejection by the Registrar.
- Skipping the mandatory newspaper advertisement (Form URC-2) or filing before the required notice period since publication has elapsed.
- Assuming the LLP's existing name can simply be reused for the company without checking name-availability and trademark conflicts.
- Underestimating stamp duty and potential capital gains implications on the deemed transfer of assets from the LLP to the company.
- Delaying PAN, TAN, GST, and bank account migration after incorporation, which creates invoicing and compliance gaps for weeks.
- Continuing to invoice or operate under the old LLP's GSTIN and PAN after the company's CIN has already been issued.
- Overlooking the requirement to formally notify the Registrar of LLPs and close out LLP-side filings after the company is incorporated.
- Underestimating the overall timeline — the newspaper notice period, document preparation, and Registrar processing together typically span several weeks, not days.
Frequently asked questions
How long does an LLP to Pvt Ltd conversion take?
Realistically, the full process runs roughly 45 to 90 days from the first partners' resolution to the Certificate of Incorporation, assuming documents are in order and there are no creditor objections. The mandatory 21-clear-day newspaper notice period alone accounts for a meaningful chunk of that, and Registrar processing time after Form URC-1 is filed typically adds another 30 to 45 days on top, so building in buffer for both is prudent — confirm current ROC processing turnaround in your jurisdiction before committing to a date with stakeholders.
Which law and form actually govern LLP to Pvt Ltd conversion?
The conversion is carried out under the Companies Act, 2013 provisions and rules that allow an existing entity such as an LLP to register as a company, read together with the LLP Act, 2008 for the LLP-side dissolution. This is distinct from a fresh incorporation — it is a statutory 're-registration' route rather than winding up the LLP and starting a new company from scratch.
Is stamp duty payable on the conversion?
Yes, state-specific stamp duty typically applies on the deemed transfer of assets from the LLP to the new company and on share allotment instruments, though rates and exemptions vary by state. Confirm the current stamp duty schedule in your state before budgeting for the conversion, since these rates change periodically.
Can the new company keep the same name as the LLP?
In most cases yes, provided the name (with 'Private Limited' substituted for 'LLP') is still available and doesn't conflict with an existing company, LLP, or registered trademark. If there's a conflict, you'll need to propose an alternative name during the name-reservation step.
Do all LLP partners have to become shareholders in the new company?
Typically yes — the partners' existing capital contribution in the LLP is converted into shareholding in the new company in proportion to their contribution, unless the partners mutually agree to a different allocation as part of the conversion resolution.
Is the conversion tax-neutral?
Conversion of an LLP into a company can qualify for tax-neutral treatment under the income tax law in force if specific conditions are met — for example, around continuity of shareholding, turnover thresholds, and asset transfer restrictions for a defined period post-conversion. Note that the Income-tax Act, 1961 was repealed and replaced by the Income Tax Act, 2025 with effect from 1 April 2026, so the governing section numbers for this relief have been renumbered even though the underlying conditions are largely carried forward. Because these conditions are fact-specific and both the thresholds and the section references are subject to change, have a chartered accountant confirm eligibility and the current statutory reference before you file, rather than assuming tax-neutrality applies automatically.
What happens to the LLP's existing contracts, licenses, and litigation?
By operation of law, the LLP's assets, liabilities, contracts, and pending legal proceedings vest in the new company on conversion. In practice, though, many counterparties (banks, landlords, large customers) will still require updated agreements or formal novation in the company's name, so treat this as an operational task, not just a legal formality.
Is there a minimum share capital requirement for the new company?
There is no separate statutory minimum paid-up capital mandated for private limited companies currently, but you still need to decide an authorized and paid-up capital figure that reflects the LLP partners' existing capital contribution and any additional capital being infused at conversion.
What is Form URC-2 and why is it required?
Form URC-2 is the public notice advertisement published before filing the conversion application, inviting objections from creditors and the public. It's a mandatory pre-filing step for registering an existing entity like an LLP as a company, and filing without it (or without observing the notice period) is one of the most common reasons applications get sent back.
Does the LLP need to be separately wound up or dissolved?
No formal winding-up process is required — the LLP is deemed dissolved upon the company's registration. However, the conversion must still be intimated to the Registrar of LLPs within the prescribed timeline so the LLP's record is formally closed; skipping this leaves the LLP technically still 'active' in MCA records.
Can a two-partner LLP convert into a private limited company?
Yes. A private limited company requires a minimum of two shareholders and two directors, which a two-partner LLP satisfies, provided both partners are eligible to be directors (i.e., they can obtain a DIN and aren't disqualified under the Companies Act).
What professional involvement does the filing typically require?
Most of the supporting documents — the statement of assets and liabilities, declarations of compliance, and various certifications in the conversion filing — need to be certified by a practicing chartered accountant, company secretary, or cost accountant. Engaging one from the outset avoids rework if the Registrar raises queries on the certified documents.
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