Convert Your LLP into a Private Limited Company with LegalDev's Expert Team.
As an LLP grows, its structure can start working against it. Venture capitalists and private equity investors generally stay away from LLPs because they don't want to become "partners" in a business — they want to hold shares in a company. Foreign investment into an LLP also needs prior government approval in most sectors, while a private limited company enjoys the automatic route for FDI in the same sectors. If your LLP is scaling up, raising external capital, or preparing for acquisition, converting it into a Private Limited Company is usually the next logical step.
Unlike a proprietorship, an LLP already has a separate legal identity — so its conversion into a company is a recognised statutory process, not just an incorporation-plus-transfer workaround. It is governed by Section 366 of the Companies Act, 2013, read with the Companies (Authorised to Register) Rules, 2014, under Part I of Chapter XXI of the Act. Once the Registrar of Companies (RoC) approves the conversion, all assets, liabilities, rights, and obligations of the LLP automatically vest in the new company by operation of law — there is no separate business transfer agreement needed, unlike a proprietorship-to-company conversion.
Before filing for conversion, your LLP should meet the following requirements:
Partner/Director-level documents:
LLP and business-level documents:
The full conversion process — from name reservation to receiving the Certificate of Incorporation — typically takes around 30 to 45 working days, depending on how quickly documents are ready, whether creditor NOCs are needed, and RoC processing time. Formally closing the erstwhile LLP's registration through Form 24 can add a few additional weeks.
The overall cost depends on the LLP's authorised capital, the number of partners becoming directors, state-wise stamp duty, and professional fees for drafting the MoA, AoA, and supporting resolutions. As a general range, businesses can expect professional and government fees to fall between ₹15,000 and ₹50,000, exclusive of stamp duty on share capital, which varies by state. LegalDev provides a detailed, transparent quote after reviewing your LLP's specific structure.
Conversion of an LLP into a company is generally structured to be tax-neutral when it meets the conditions prescribed for such conversions, including continuity of shareholding and turnover/asset thresholds under the Income Tax Act, 1961. However, tax neutrality is conditional, not automatic — getting even one condition wrong can trigger capital gains liability. LegalDev's in-house tax experts review your LLP's financials before filing to ensure the conversion is structured correctly from a tax standpoint.
Once your LLP becomes a private limited company, it moves into the company compliance framework — including filing Form INC-20A (declaration of commencement of business) within 180 days, holding board meetings, maintaining statutory registers, and filing annual returns (Form MGT-7/MGT-7A) and financial statements (Form AOC-4) with the RoC each year. LegalDev also offers ongoing Annual Compliance for Private Limited Companies so your new company stays fully compliant from day one.
The conversion involves multiple interlinked filings — partner resolutions, public notice, URC-1, SPICe+, and closure of the LLP's registration — and a mistake at any stage can delay approval by weeks. LegalDev's team of company secretaries, chartered accountants, and legal professionals manages the entire conversion journey end-to-end: name approval, documentation, RoC filings, and post-incorporation compliance, so your business transition happens without disruption to daily operations.
Yes. While the Companies Act, 2013 and the LLP Act, 2008 don't provide a single direct conversion form, the conversion is legally permitted under Section 366 of the Companies Act, 2013, read with the Companies (Authorised to Register) Rules, 2014. On approval, all assets and liabilities of the LLP automatically transfer to the new company.
Form URC-1 is the core application filed with the Registrar of Companies for registering an existing LLP as a company, along with the standard incorporation forms such as SPICe+ for the Memorandum and Articles of Association.
The LLP must have at least two partners, since the resulting company needs a minimum of two shareholders and two directors, with at least one director being a resident of India.
If the LLP has any secured creditors, their written no-objection is mandatory before the conversion application is filed. Unsecured creditors don't need to formally approve it, but a clean compliance and debt record makes the process smoother.
They continue without interruption. Since all assets and liabilities vest in the new company by operation of law, existing contracts, employment relationships, and most licenses carry forward, though some registrations (GST, bank accounts) need to be formally updated in the company's name.
Not automatically. Once the Certificate of Incorporation for the company is issued, the erstwhile LLP's registration is separately closed with the Registrar by filing LLP Form 24, after ensuring all LLP annual filings are up to date.
The process typically takes around 30 to 45 working days from name reservation to the Certificate of Incorporation, depending on document readiness and RoC processing time.
It is strongly recommended. The process involves partner resolutions, a public notice, multiple RoC forms, creditor consents, and post-conversion compliance — errors at any step can delay approval or create tax complications.
Send us your LLP Agreement, financials and partner details — we'll handle the resolutions, RoC filings, and post-conversion compliance end to end.