Conversion of LLP to Private Limited Company

Name: Conversion of LLP into Company
Brand: Registration Arena
Rating: 5 (2599 reviews)

Fast track conversion: Get a 7 day guaranteed application*
100% assistance by qualified Company Secretaries with 10+ yrs exp
Exclusive Partner Benefits worth upto Rs 4 lakhs

Google Reviews

5 / 5

ISO 9001 : 2015
Certified Company

Get Dedicated
CA/CS Support

Free Lifetime Expert Consultation

Transparent Pricing &
Refund Policy

Trusted by 5000+
Startups across India

Our Top Clients

Hear From Our Satisfied Clients

Shankar Samuel

Samuel Foods Pvt Ltd

Ashish Dandade

Shopping Nest

Namrata D.

Knleo Cosmetics Pvt Ltd

Simplifying the Process

Learn how our streamlined system makes it easy to navigate

your business needs from start to finish.

Enquiry

Reach out to our experts for personalized assistance

Free Consultation

Get professional support in minutes for free

Documentation

Our team completes your task after detailed discussion

Work Done

You job is completed with hassle free business support.

Conversion of LLP into Company

Medium and large-scale or capital-intensive businesses, along with start-ups, find the conversion from LLP to a Private Limited Company suitable. This conversion enables them to raise outside funding easily, limit the liabilities of shareholders, and gives benefit of lower tax rates. In addition, it enables them to offer employee stock options to attract top talent.

A Limited Liability Partnership (LLP) registered in India with 2 or more partners can be converted into a Private Limited Company as per the provisions contained in Section 366 of the Companies Act 2013.

Moreover, a Private Limited Company is a type of business structure, which provides separation between ownership and management and provides flexibility in the transfer of ownership and management.

Further, a Private Limited Company may allow the induction of up to 200 shareholders, with shares that cannot be traded publicly. As a result, many LLPs are currently converting into Private Limited Companies to achieve greater growth and expansion.

Advantages of Converting an LLP into Private Limited Company

Enhanced Flexibility
A Private Limited Company offers flexibility in the change of ownership and management in regards to the process for addition or retirement of directors, allotment of new shares, transfer of existing shares, issue of ESOP/Sweat Equity shares, etc. to the employees.
Allocation of ownership and management to investors
Businesses that will require funding from venture capitalists (VCs), angel investors, etc need to register as private limited companies. This is because private limited companies can make them shareholders and offer them a seat on the board of directors, whereas LLPs would require investors to be partners.
Preferred by banks, VCs & investors
As the private limited company’s books are mandatorily audited from independent auditor every year, therefore most of the Banks, VCs, and investors trust and prefer them over other forms of business.
Separation between Ownership and Management
In a Pvt Ltd company, a clear separation exists between ownership and management, ensuring that a team of professionals with diverse skills necessary for effective company operations leads the management.
Lower Taxation Rates
A Private Limited Company with a lower turnover has to pay income tax at the rate of 25% on its profits, whereas LLP has to pay flat 30% tax on its income.

Minimum Requirements for Conversion of LLP into Company

Atleast 2 Partners of LLP to be shareholder/member of the Company
Minimum 2 Partners/Designated Partners of LLP to be Director of the Company (At least 1 of the director shall be an Indian Resident)
DIN/DPIN of Designated Partners
DSC of the Partners of LLP
Copy of Newspaper advertisement
Consent from majority of partners for conversion
Consent from secured creditors (if any)
No objection certificate from the concerned Registrar of Companies and LLP
Latest copy of Income Tax Return (ITR)

What does our Conversion of LLP into Company Package Includes?

Company name search and approval
Digital Signature Certificate (DSC) for 2 Director/Shareholder
Preparation of Documentation, papers, declaration, affidavit for conversion into Company.
Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Act
Filing of Form SPICE + and URC 1 with the ROC
Memorandum of Association (MOA) and Articles of Association (AOA)
Certificate of Conversion by Registrar of Companies (ROC)
PAN and TAN for the Company

Procedure for conversion of LLP into Company

Collection of required documents
In the very first step, the applicant has to send us the required documents of the existing LLP as per the checklist. We will then verify the documents provided, check the eligibility of the entity for conversion and proceed towards next step.
Application for Name Approval
The applicant needs to provide the proposed name of the Company, main objects, and any other relevant information of the existing LLP. Then, we will submit these details to MCA.
Application for Digital Signature Certificate (DSC)
Next, we shall apply the Digital Signature Certificate (DSC) of directors/shareholders for digitally signing the forms. If the directors/shareholders 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 issue newspaper advertisement and then prepare and submit Form SPICE + and URC 1 along with other required documents for final approval to MCA.
Get a Certificate of Conversion
Upon the successful submission of forms, a conversion certificate will be obtained. This certificate will serve as evidence that the LLP has been effectively transformed into a company.
Change of Details in other registrations
After the conversion, we have to make changes in other registrations which was previously obtained by LLP such as PAN, TAN, GST, EPF, Professional Tax Registrations etc.

Documents Required for Conversion of LLP into Company

Certificate of Incorporation of LLP
PAN and TAN of LLP
LLP Agreement along with Supplementary Agreement
Consent of partners for Conversion of LLP
Consent of all shareholders for Conversion of Company to LLP
Advertisement in Form URC-2 in an English newspaper and in any vernacular language newspaper (seeking objections, if any within 21 days from publication) circulating in the district in which LLP situated after reservation of name
Digital Signature Certificate (DSC) of Designated Partners
Copies of Financial Statement, Auditor report, Income tax return (ITR) of the LLP previously filed
Pending Litigation against company (if any)
Written Consent / NOC from Secured Creditors (if any)
No objection certificate from the concerned Registrar of Firms or Registrar of Companies
Pending Litigation against LLP (if any)
Statement of Assets and Liabilities of LLP
Information about any outstanding dues to the Income Tax Department, GST Department, banks, financial institutions, as well as central, state, or local government authorities.
Information about pending dues towards the Creditors, lender of the LLP
KYC Documents such as PAN, Identity and Address proof of director and shareholder.
Utility bill 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 of conversion of LLP into Private Limited Company

All the moveable and immovable property including actionable claims held by the LLP shall vest in the company.
The company shall assume all rights, liabilities, debts, obligations, and contracts entered into by the LLP prior to such conversion.
Upon conversion, all contracts with diverse stakeholders, including vendors, customers, service providers, consultants, and employees, shall remain in effect.
All legal proceedings shall continue in the name of the new company.

FAQ

How much time is needed for conversion of LLP into company in India?Chandan Todi2022-01-11T11:44:30+05:30

How much time is needed for conversion of LLP into company in India?

On average it takes 1-2 months of time for completion of conversion, 2 different approvals are required from government bodies, one for name confirmation, second for incorporation and conversion into Company. However, this is dependent on the workload of the Central Registration Centre (CRC), MCA.

Do I need to be physically present during this process?Chandan Todi2022-01-11T11:44:05+05:30

Do I need to be physically present during this process?

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 and forms.

Who can be a member of a Private Limited Company in case of conversion?Chandan Todi2022-01-11T11:43:41+05:30

Who can be a member of a Private Limited Company in case of conversion?

All the partners of the LLP whether individual or a body corporate shall become the member/shareholder of the private limited.

How many minimum partners are required in the LLP to convert into Private Limited Company?Chandan Todi2022-01-11T11:43:08+05:30

How many minimum partners are required in the LLP to convert into Private Limited Company?

There should be a minimum of 2 partners in the LLP for conversion of LLP into Private Limited Company, but for conversion of LLP into Public Limited Company there shall be atleast 7 partners.

Who can be the director of company on conversion?Chandan Todi2022-01-11T11:42:37+05:30

Who can be the director of company on conversion?

The designated partners of LLP may become director in the company on conversion.

Can an LLP with secured loan convert into Company?Chandan Todi2022-01-11T11:42:14+05:30

Can an LLP with secured loan convert into Company?

Yes, an LLP with secured loan may convert itself into LLP after obtaining No Objection Certificate (NOC) from such creditor.

While converting into private limited company, what is the maximum number of shareholders and directors that I can keep?Chandan Todi2022-01-11T11:41:48+05:30

While converting into private limited company, what is the maximum number of shareholders and directors that I can keep?

While converting into private limited company, there can be maximum of 200 shareholders and 15 directors.

Is the consent of partners required for conversion of LLP into company?Chandan Todi2022-01-11T11:41:25+05:30

Is the consent of partners required for conversion of LLP into company?

Yes, the consent of a majority of partners is mandatory for the conversion of LLP into the company.

What is Memorandum of Association (MoA) and Articles of Association (AoA)?Chandan Todi2022-01-11T11:40:32+05:30

What is Memorandum of Association (MoA) and Articles of Association (AoA)?

The Memorandum of Association (MOA) is a document that sets out the constitution of a company and is therefore the foundation on which the structure of the company is built. It defines the scope of the company’s activities and its relations with the outside world.

The Articles of Association (AOA) are company’s bye-laws or rules and regulations that govern the management and internal affairs and the conduct of its business. Both the documents are required to be registered with the Registrar of Companies at the stage of incorporation of the company.

Is it required to have a company’s books audited?Chandan Todi2022-01-11T11:39:52+05:30

Is it required to have a company’s books audited?

Yes, a private limited company should get its book audited and file the same with the Registrar of Companies (ROC) every year.

Is newspaper advertisement required for conversion of LLP into Company?Chandan Todi2022-01-11T11:39:16+05:30

Is newspaper advertisement required for conversion of LLP into Company?

Yes, a notice about conversion shall be published in newspapers of English and vernacular language seeking objections.

What are the mandatory compliances for Company?Chandan Todi2022-02-01T21:06:03+05:30

What are the mandatory compliances for Company?

Know about mandatory compliances here

Free Consultation

Get response within 15 minutes

Easy payment options available No spam. No Sharing. 100% Confidentiality

Our Customer Love Us

Google Reviews

Google Reviews

Pratekk Malviyaa

Evolvity Pvt Ltd

Read on

Excellent Support

We had a great experience working with Registration Arena for registering our company "Evolvity Private Limited". Their team provided excellent support, ensuring all our business processes were fast and efficient. We highly recommend Registration Arena for anyone in need of reliable registration services.

Miguel Hebrero

Marna Export Pvt Ltd

Read on

Knowledgeable & Reliable

I have been their client for quite some time and they have always proven to be knowledgeable and diligent. The respond promptly to any query and know every compliance needed by heart, even in other geographies or, in my case, for international clients.

Dr. Chandan HK

Cosmos Healthcare Pvt Ltd

Read on

Supportive & Professional

They are the best.. Even a starter like me would understand the beats of business just because team arena.. Thank you all for the support, patience and good quality of work Cosmos-Chozen HealthCare Private Limited Thank you one and all.. Keep going with same dedication.

WhatsApp us at

+91 – 8600544411

Call us at

+91 – 8600544422

Conversion of LLP to Private Limited Company

Free Consultation