LLP to Private Limited Company Conversion in India
Transform your partnership into a corporate entity for better growth and investment opportunities
Why Convert from LLP to Private Limited?
A Limited Liability Partnership (LLP) can be converted into a Private Limited Company to gain better scalability, fundraising opportunities, and credibility. A Private Limited Company structure allows equity investments, better compliance with corporate laws, and a distinct legal identity.
Conversion is regulated under Section 366 of the Companies Act, 2013, and requires specific compliance and approvals.
Better Fundraising
Attract equity investments, venture capital funding, and other financing options more easily.
Enhanced Credibility
Improved business reputation and market standing with the 'Private Limited' status.
Clear Structure
Distinct separation between management (directors) and ownership (shareholders).
LLP to Private Limited Conversion Process
- 1
Partner Resolution & NOC
Start by passing a resolution among partners for conversion. Minimum 3/4th of the partners must approve for conversion. Obtain NOCs from all secured creditors.
- 2
Document Preparation
Prepare all necessary documents including MOA, AOA, a statement of assets and liabilities of the LLP, and a list of all the partners with their capital contribution details.
- 3
Name Approval
Apply for name availability through Form RUN (Reserve Unique Name) to check if the proposed company name is available and complies with the naming guidelines.
- 4
Conversion Application
File URC-1 form along with all required documents to the Registrar of Companies (ROC) for conversion approval, including partner details, business activities, and statutory declarations.
- 5
ROC Approval & Certificate
After reviewing all documents, the ROC issues a Certificate of Incorporation with a Corporate Identity Number (CIN) to the newly converted Private Limited Company.
- 6
Post-Conversion Compliances
Update all business documents, stationery, and digital platforms with the new company status. Notify stakeholders and complete additional registrations if needed.
Documents Required for LLP to Private Limited Conversion
LLP Documents
- LLP Agreement and Certificate of Incorporation
- Statement of Assets and Liabilities
- List of partners with capital contribution details
- Financial statements for the last 2-3 years
- Partners' Resolution approving conversion
- NOCs from secured creditors
For the New Company
- Draft Memorandum of Association (MOA)
- Draft Articles of Association (AOA)
- Digital Signature Certificates for all directors
- PAN, Aadhaar, and ID proofs of all directors
- Registered office address proof
- Passport-sized photographs of all directors
Timeline for Completion
The LLP to Private Limited Company conversion typically takes about 4-6 weeks, depending on documentation and ROC processing time.
Estimated Timeline
Week 1
Document Preparation: Collection and preparation of all necessary documents, obtaining NOCs from secured creditors, and drafting MOA and AOA for the new company.
Week 2
Filing Application: Submitting the URC-1 form along with required documents to the Registrar of Companies (ROC) and applying for name approval.
Week 3-4
ROC Processing: The ROC reviews the application and documents. Any queries raised are addressed during this period.
Week 5-6
Certificate Issuance & Compliance: Receiving Certificate of Incorporation for the new company and completing post-conversion compliances.
Our LLP to Private Limited Conversion Services
- End-to-end legal compliance support
- Expert preparation of MOA, AOA & all required forms
- Efficient handling of MCA & ROC formalities
- Regular updates on application status
- Post-conversion compliance guidance
Frequently Asked Questions
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