Equity Funding Access
Issue equity shares to angel investors, VCs and private equity. LLPs cannot issue equity shares. Over 95% of VC-backed startups operate as Private Limited Companies.
Business Conversion
Llp To Pvt Registration
LLP to Pvt Ltd conversion under Section 366. Form URC-1 filing. All assets, contracts and licences transfer automatically. 15 to 30 working days.
200+Conversions Completed
15–30 DaysTypical Timeline
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SAMPLE
LLP Incorporation Certificate
Ministry of Corporate Affairs (MCA) — sample LLP certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Section 366
Companies Act, 2013 – Conversion route
02
Form URC-1
Primary filing with SPICe+
03
15–30 Days
Typical conversion timeline
04
Sec 47(xiii)
Capital gains tax exemption available
OVERVIEW
What is LLP to Private Limited Company Conversion?
LLP to Private Limited Company conversion is the legal process of transforming a Limited Liability Partnership into a Private Limited Company under Section 366 of the Companies Act, 2013. Upon conversion, all assets, liabilities, contracts and legal proceedings of the LLP transfer automatically to the new company under Section 370.
This is a continuity-based transformation, not a closure and re-registration. The LLP is deemed dissolved from the date of incorporation of the new company. Partners become shareholders, the LLP Agreement is replaced by MOA and AOA, and DPIN converts to DIN. The primary filing is Form URC-1 with the Registrar of Companies.
Governing LawSection 366–374, Companies Act 2013
Primary FormForm URC-1 (with SPICe+)
RegulatorRegistrar of Companies (MCA)
Processing Time15 to 30 working days
BENEFITS
Benefits of Converting LLP to Private Limited Company
ESOP Capability
Create Employee Stock Option Plans under Section 62(1)(b) to attract and retain key talent. LLPs have no legal framework for equity-based incentives.
Easier Foreign Investment
Receive FDI under the automatic route in most sectors. LLPs face more restricted FDI options.
Startup India Recognition
DPIIT-recognized startups as companies can claim 3-year tax holiday under Section 80-IAC, angel tax exemption and Fund of Funds access.
Capital Gains Tax Exemption
Transfer of LLP assets is exempt under Section 47(xiii) if partners retain at least 50% shareholding for 5 years post-conversion.
Automatic Asset Transfer
All properties, rights, assets and liabilities transfer automatically under Section 370. No separate transfer deeds required for movable assets.
ELIGIBILITY
Eligibility Criteria for LLP to Pvt Ltd Conversion
| Requirement | Details |
|---|---|
| Minimum Partners | At least 2 partners (to meet min 2 shareholders and 2 directors) |
| Partner Consent | Written consent of all partners; unanimous approval via partners’ resolution |
| Compliance Status | All LLP annual filings (Form 8 and Form 11) up to date |
| Outstanding Dues | No pending penalties, prosecution or dues to RoC or Income Tax |
| Creditor NOC | Written NOC from all secured creditors (or declaration of none) |
| Financial Statements | Certified Statement of Assets and Liabilities (not older than 30 days) |
| Shareholding Pattern | Partners become shareholders in the same proportion as capital contribution |
| Resident Director | At least 1 proposed director resident in India (182+ days) |
PROCESS
Step-by-Step Process to Convert LLP to Private Limited Company
1. Obtain Consent of All Partners
Convene a partners’ meeting and pass a resolution approving conversion. All partners must give written consent. Decide shareholding pattern proportional to capital contribution.
2. Verify and Complete LLP Compliance
File all pending Form 11 and Form 8. Clear outstanding penalties. An LLP with pending filings will face rejection at the URC-1 stage.
3. Reserve Company Name via RUN or SPICe+ Part A
Apply for name reservation. The company name must be the existing LLP name with “Private Limited” replacing “LLP.” No other name change is permitted during conversion.
4. Obtain DSC and Apply for DIN
Obtain Class 3 DSC for all partners who will become directors. Existing DPIN converts to DIN upon incorporation; new DIN needed only if partners do not have DPIN.
5. Publish Newspaper Advertisement (Form URC-2)
Publish notice in 1 English and 1 vernacular newspaper. Mandatory 21 clear days waiting period must elapse before filing Form URC-1. This is the longest step.
6. Obtain NOC from RoC and Creditors
Obtain NOC from the jurisdictional RoC. Secure written NOC from all secured creditors (or file a declaration of no secured creditors).
7. File Form URC-1 and SPICe+ with MCA
File Form URC-1 with SPICe+ (INC-32), e-MOA, e-AOA, DIR-2 and INC-9. Attach Statement of Assets and Liabilities, creditor list, newspaper clippings and partner details.
8. Obtain Certificate of Incorporation
RoC issues the Certificate of Incorporation. The LLP is deemed dissolved. PAN/TAN allotted via SPICe+; GST/EPFO/ESIC via AGILE-PRO-S. All assets and liabilities transfer to the new company.
DOCUMENTS REQUIRED
Documents Required for LLP to Company Conversion
1. LLP Agreement & Certificate
Original LLP Agreement (and amendments) and LLP Incorporation Certificate.
2. Form 8 & Form 11
Up-to-date Statement of Account and Solvency (Form 8) and Annual Return (Form 11) for all years.
3. Statement of Assets & Liabilities
Certified statement not older than 30 days from the filing date of Form URC-1.
4. Partners’ Consent & NOCs
Written consent of all partners, NOC from secured creditors (or declaration of none), and RoC NOC.
5. Newspaper Clippings (URC-2)
Published notice in 1 English and 1 vernacular newspaper with 21 clear days waiting period completed.
6. Partner KYC, DSC & DIR-2 / INC-9
PAN, Aadhaar, address proof, photographs, Class 3 DSC, consent to act as director (DIR-2) and INC-9 declaration.
TAX IMPLICATIONS
Tax Implications of LLP to Pvt Ltd Conversion
Capital Gains Exemption (Sec 47(xiii))
Transfer of capital assets is not treated as a transfer if all partners become shareholders in the same proportion and retain at least 50% shareholding for 5 continuous years.
GST Re-Registration
Cancel existing LLP GST registration and obtain fresh GSTIN via AGILE-PRO-S. Transfer ITC balance using Form GST ITC-02 within the prescribed timeline.
New PAN & TAN
New PAN is allotted automatically through SPICe+. Surrender the LLP’s PAN. New TAN required if the company deducts TDS.
Carry Forward of Losses
Accumulated business losses and unabsorbed depreciation of the LLP can be carried forward by the company if Section 47(xiii) conditions are met (subject to 8-year limit).
POST-CONVERSION
After Conversion: Compliance Requirements
Commencement of Business (INC-20A)
File declaration within 180 days of incorporation. Penalty for default: ₹50,000 on company + ₹1,000/day on officers.
Appoint Statutory Auditor
Appoint auditor within 30 days of incorporation and file Form ADT-1. Ongoing annual compliance (AOC-4, MGT-7) applies.
Board & Shareholding
Maintain minimum 2 directors and 2 shareholders. Partners become shareholders in the proportion of their LLP capital contribution.
Update Stakeholders
Update bank accounts, licences, contracts and government agencies with the new company name, CIN and PAN within 30 days.
LLP VS PVT LTD
LLP vs Private Limited Company
| Parameter | LLP | Private Limited Company |
|---|---|---|
| Equity Funding | Not possible (no shares) | Can issue equity shares to investors |
| ESOP | Not available | Available under Sec 62(1)(b) |
| FDI | Restricted in many sectors | Automatic route in most sectors |
| Compliance | Form 8, Form 11 (lighter) | AOC-4, MGT-7, board meetings (higher) |
| Ownership Transfer | Partner admission/retirement | Share transfer via SH-4 |
| Best For | Professional firms, low-funding businesses | Startups seeking VC/angel funding, growth |
WHY CHOOSE US
Why Corporate Mart?
Expert LLP Conversions
Specialists experienced in Section 366 conversions, Form URC-1, URC-2 newspaper publication and SPICe+ filing.
Complete End-to-End Package
Partner consent, name reservation, newspaper notice, creditor NOC, URC-1 + SPICe+, MOA/AOA, Certificate of Incorporation and post-conversion support.
15–30 Day Turnaround
Conversion typically completed in 15 to 30 working days with careful management of the 21-day newspaper waiting period.
Transparent Pricing
Clear with dedicated professional support. Government fees, stamp duty and newspaper charges billed separately at actuals. No hidden charges.
FAQ
Frequently Asked Questions
Obtain consent of all partners, complete pending LLP compliance (Form 8 and 11), reserve the company name, publish Form URC-2 newspaper notice (21 clear days), obtain creditor and RoC NOCs, and file Form URC-1 with SPICe+. The RoC issues a Certificate of Incorporation; the LLP is then deemed dissolved. The process typically takes 15 to 30 working days.
Form URC-1 is the application for registration of conversion of an LLP (or other entity) into a company under Section 366 of the Companies Act, 2013. It is filed with the Registrar of Companies along with SPICe+ and supporting documents.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fees, stamp duty and newspaper publication typically bring the total to ₹15,000–₹35,000 depending on authorized capital and state.
No, if Section 47(xiii) conditions are met: all partners become shareholders in the same proportion as their capital contribution, and they retain at least 50% aggregate shareholding for 5 continuous years. Violation triggers retrospective capital gains tax.
Yes. Under Section 370 of the Companies Act, all properties, rights, assets, liabilities, contracts and legal proceedings of the LLP transfer automatically to the new Private Limited Company. Separate transfer deeds are generally not required for movable assets.
No. The company name must be the existing LLP name with “Private Limited” replacing “LLP.” Any other name change is not permitted as part of the conversion process.
The LLP is deemed dissolved from the date of incorporation of the new Private Limited Company. Partners become shareholders; DPIN converts to DIN. No separate LLP closure filing is required beyond the conversion process.
Yes. Form URC-2 notice must be published in one English and one vernacular newspaper circulating in the district of the LLP’s registered office. A mandatory 21 clear days waiting period must elapse before filing Form URC-1.
