Company to LLP2023-08-25T21:06:18+05:30

Conversion of Company into LLP

Any existing Private Limited Company can be converted into LLP as it is a popular form of business organization among entrepreneurs and professionals such as doctors, architects, engineers, lawyers etc. and provides the benefits such as no compulsion of audit, flexibility in operations, less compliance costs etc.

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    A Company may convert itself into a Limited Liability Partnership (LLP) as it provides features of both a company and partnership, thereby providing more flexibility for business operations.

    It provides benefits such as no compulsion of audit for below turnover of 40 lakhs, no limit on capping of borrowings and advancement of loans, no restriction on related party transactions, no requirement to maintain statutory registers, no compulsion on holding board meetings/general meetings, less compliance costs, etc.

    It is generally favorable for small and medium-sized enterprises, organizations in the service sector, and professional firms. By complying with the legal requirements under the LLP Act 2008, any existing Private Limited Company or Unlisted Public Company can convert into an LLP.

    Advantages Of Conversion of  Private Company into LLP

    • No Compulsion of Audit

      There is no mandatory requirement for conducting a statutory audit for LLP. Statutory Audit is mandatory only for those LLPs where the turnover of LLP exceeds Rs 40 lakhs or where the contribution exceeds Rs 25 lakhs.

    • Flexibility in operations

      The partners of the LLP are responsible for the day-to-day business affairs of the LLP unlike a company, LLP is governed by the LLP agreement which is drafted as per partner’s mutual consent, governing their rights and duties.

    • Less Compliance Burden

      The compliances of LLP are relatively less than Private Limited Companies. It is not mandatory for an LLP to appoint an auditor. However, LLP has to file its statement of accounts and annual return with ROC every year.

    • Fewer Restrictions

      In an LLP there is no limit on the maximum number of partners, as compared to a private limited company wherein there is a restriction of 200 members. Therefore, an LLP can induct unlimited partners. Further, there is no restriction on the acceptance or grant of loans or investments by LLP, and no prohibition on related party transactions.

    Requirements For Conversion of Private Company into LLP

    • Every Shareholder of company shall become partner of LLP

    • Minimum 2 Designated Partners (At least 1 of the designated partners shall be an Indian Resident)

    • DIN/DPIN of 2 Designated Partners

    • DSC of Designated Partners

    • No pending forms for payment or processing in respect of the company.

    • No open (unsatisfied) charges / loans should be pending against the company or any proceedings at any Court/Tribunal.

    • Company should be having share capital

    • Company should not be a Section 8 Company (Section 25 as per old act)

    • The company must have filed at least one balance sheet and annual return after its incorporation.

    What does Our Conversion of the Company into LLP Package Includes?

    • LLP name search and approval

    • Digital Signature Certificate (DSC) for 1 Designated Partner

    • Preparation of Documentation, papers, declaration, affidavit for conversion

    • Statement of Assets and Liabilities certified by auditor

    • Filing of Form 2 (FILLIP) and Form 18 with the ROC

    • Certificate of Conversion by Registrar of Companies (ROC)

    • LLP Agreement Drafting

    • Filing LLP Agreement with MCA in Form 3 of LLP

    • New PAN and TAN for LLP

    Procedure for Conversion of Company into LLP

    • Collection of required documents

      In the very first step, the applicant has to send us the required documents of the existing company as per the checklist for the purpose of conversion. We will then verify the documents provided, check the eligibility of the entity for conversion, and proceed toward the next step.

    • Application for Name Approval

      An applicant has to provide the proposed name of LLP, main objects, name of partners, and all other relevant information about the existing company. Then, we will submit the same to MCA for approval.

    • Application for Digital Signature Certificate (DSC)

      Once the name is applied, we shall apply the Digital Signature Certificate (DSC) of designated partners for digitally signing the forms. However, if the designated partners already have DSC, then this step can be skipped.

    • Submission of Form for Conversion

      After the name is approved and DSC is generated, we need to prepare and submit Form FILLIP and Form 18 along with other required documents for final approval to MCA.

    • Get a Certificate of Conversion

      After the successful submission of forms, we shall get the certificate of registration on conversion, which shall be proof that the company has been converted into LLP.

    • Submission of LLP Agreement

      After conversion into LLP, all the partners should execute the LLP Agreement, and a copy of that LLP agreement is required to be filed with the ROC within 30 days from the date of incorporation/conversion of the LLP. In addition, stamp duty as per the applicable rate has to be paid on such agreement.

    • Change of Details in other registrations

      After the Company is converted into LLP, we have to make changes in other registrations which were previously obtained by the company such as PAN, TAN, GST, EPF, Professional Tax Registrations etc.

    Documents Required for Conversion of Company into LLP

    • Certificate of Incorporation of Company

    • PAN and TAN of Company

    • Memorandum of Association (MOA) and Articles of Association (AOA) of Company.
    • List of current shareholders of the company or copy of register of members

    • Consent of all shareholders for Conversion of Company to LLP

    • List of Creditors and their consent for Conversion of Company to LLP (if any)

    • Copies of Financial Statement, Auditor report, Income tax return (ITR) of the company previously filed

    • Pending Litigation against company (if any)

    • Statement of Assets and Liabilities of Company

    • Details of any dues towards Banks or Financial institutions, Income tax Dept, GST Dept, Central / State / Local Government Authorities.

    • KYC Documents such as PAN, Identity and Address proof of director and shareholder.

    • Utility bills such as Electricity bill, Water Bill, Gas Bill along with NOC from the owner of premises for office address of company.

    • Any other documents as may be prescribed

    Effects on Conversion of Private Limited Company into LLP

    • The private company shall be deemed to be dissolved and the name of the private limited company will be removed from the register of the Registrar of Companies.
    • On conversion, all properties, assets, interests, rights, privileges, liabilities, and obligations of the private limited company are transferred to the LLP.
    • On conversion, all the existing liabilities, obligations, agreements, contracts, and appointments of a company shall continue in the name of LLP
    • Any conviction, ruling, order, or judgment of any Court, Tribunal, or other authority in favor of or against the company may be enforced by or against the LLP.
    • Permits or licenses issued under any written law to the Private Limited Company, and which are active before the date of conversion will not be transferred automatically to the Limited Liability Partnership.
    • The limited liability partnership shall mention in its official correspondence that it was converted from a company into an LLP and the name and registration number of the company from which it was converted for a period of 12 months from the date of registration.


    How much time is needed for conversion of company into an LLP in India?2022-01-22T14:52:42+05:30

    On average it takes 1-2 months of time for completion of conversion, 3 different approvals are required from government bodies, one for name confirmation, second for incorporation and conversion, and last one for LLP Agreement. However, this is dependent on the approval from Government Authorities.

    Do I need to be physically present during this process?2022-01-22T14:52:11+05:30

    There is no such requirement, all the required documents are filed electronically, so you would not need to be physically present. You would just need to send us scanned copies of all the required documents, forms, and LLP agreement.

    Is it mandatory for all shareholders to become partner in the LLP?2022-01-22T14:51:37+05:30

    Yes, all the shareholders/members of the Company shall become the partners of the LLP on conversion.

    How many minimum shareholders are required in the company to convert into LLP?2022-01-22T14:51:12+05:30

    There should be a minimum of 2 shareholders/members in the company for conversion into an LLP, if there are more than 2 shareholders than all the shareholders/members of the Company shall become the partners of the LLP on conversion

    Who can be a designated partner of an LLP on conversion?2022-01-22T14:50:42+05:30

    The partners of LLP shall have to nominate minimum 2 designated partners amongst them.

    Can a company with open or unsatisfied charge convert into LLP?2022-01-22T14:49:30+05:30

    No, a company with open or unsatisfied charges cannot convert itself into LLP.

    Is it required to file Balance sheet, annual return and Income Tax Return (ITR) before conversion of company into LLP?2022-01-22T14:48:57+05:30

    Yes, at least one balance sheet and annual return should have been filed by the company after its incorporation and all the pending filings has to be completed.

    Can I convert my private limited company into LLP with a completely different name or new name?2022-01-22T14:46:52+05:30

    No, private limited company or unlisted public company can be converted into LLP with the same name as that of the company at the time of conversion.

    Is the consent of secured creditor required for conversion of company into LLP?2022-01-22T14:46:21+05:30

    Yes, the consent of secured creditor is mandatory for conversion of company into LLP

    Do the partners need to pay capital gain tax on conversion of Company to LLP?2022-01-22T14:44:35+05:30

    On conversion of Company to LLP, capital gains tax shall not be applicable if the transfer satisfies the conditions prescribed under Income Tax Act 1961.


    What are the mandatory compliances for LLP?2022-01-22T14:38:31+05:30

    Know about mandatory compliances here –

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