The procedure to change an LLP to a Pvt Ltd company

What Does It Mean to Convert an LLP to a Private Limited Company?

It simply means changing your business structure from a Limited Liability Partnership (LLP) to a Private Limited Company by following the legal process under the Companies Act, 2013. This switch gives your business a more formal setup and opens doors to benefits like better chances of getting funding, building more trust with clients and investors, and setting the stage for bigger growth.

What You Need Before Starting the Conversion

Before you dive into the process, here’s what should be in place:

• Your LLP should be officially registered under the LLP Act, 2008.
• You need at least two partners and two proposed directors (they can be the same people).
• All existing partners must agree unanimously to the conversion.
• Get a No Objection Certificate (NOC) from any secured creditors.
• Apply for name approval for your new company through the MCA portal (using RUN or SPICe+ form).
• Make sure the proposed directors have their Digital Signature Certificates (DSC) and Director Identification Numbers (DIN).
• Draft the new Memorandum of Association (MoA) and Articles of Association (AoA), and get your financials audited.
• Publish a public notice about the conversion in one English and one local (vernacular) newspaper.
• Finally, submit the required forms to the Registrar of Companies (ROC): URC-1, INC-32 (SPICe+), INC-33 (e-MoA), and INC-34 (e-AoA).

What is the Process to Convert Your LLP into a Private Limited Company?

Step 1: Obtain Name Approval from MCA:

The first step is to apply for name approval through the RUN (Reserve Unique Name) service on the Ministry of Corporate Affairs (MCA) portal. Ensure that the name is unique and adheres to the naming guidelines prescribed under the Companies Act, 2013.

Step 2: Obtain Digital Signatures (DSC) of Directors:

All proposed directors of the Private Limited Company must obtain their Digital Signature Certificates. DSCs are required for filing incorporation forms electronically with the MCA.

Step 3: Apply for a Director Identification Number (DIN):

If any of the proposed directors do not have a DIN, they must apply for it using Form DIR-3. The DIN uniquely identifies each director in the MCA records.

Step 4: Draft MOA and AOA:

Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) that define the company’s objectives, rules, and regulations. These documents will govern the Private Limited Company after conversion.

Step 5: Convene Meeting of LLP Partners:

The LLP partners must hold a meeting and pass a resolution approving the conversion into a Private Limited Company. This resolution becomes part of the mandatory documents for conversion.

Step 6: Obtain Consent from Creditors and Partners:

Secure written consent from all creditors and partners of the LLP confirming that they have no objection to the conversion. This ensures transparency and legal compliance.

Step 7: File Incorporation Form with MCA:

File the application for incorporation using SPICe+ Form (INC-32) along with necessary attachments such as MOA, AOA, NOC from creditors, LLP incorporation documents, and the resolution passed by partners.

Step 8: Apply for PAN, TAN, and Other Registrations:

Once incorporation is approved, apply for PAN, TAN, GST (if applicable), and other relevant statutory registrations. This will enable the company to commence operations lawfully.

Step 9: Issue Certificate of Incorporation:

The Registrar of Companies (ROC) will verify the application and, upon satisfaction, issue the Certificate of Incorporation. This marks the successful conversion of LLP into a Private Limited Company.

Step 10: Update Bank and Other Records:

Post-conversion, update the company’s bank accounts, licenses, contracts, and statutory records to reflect the new Private Limited Company status. Inform all stakeholders about the change in entity type.

Documents You’ll Need to Convert Your LLP into a Pvt Ltd Company

• Consent of Partners
• NOC from Creditors
• LLP Agreement
• Certificate of Incorporation of LLP
• PAN Card of Directors and Shareholders
• Identity Proof of Directors and Shareholders
• Address Proof of Directors and Shareholders
• Digital Signature Certificates (DSC)
• Registered Office Proof with NOC
• MOA & AOA (drafted for Pvt Ltd)
• Audited Financial Statements of LLP
• Form URC-1
• Declaration & Affidavit of Compliance

Keeping all these documents ready and scanned will make the whole process smoother and quicker. It will be more beneficial if you get help from a Company Secretary or Chartered Accountant to make sure everything’s perfect before you submit.

What to Do After Your LLP Becomes a Private Limited Company

Once your LLP officially turns into a Private Limited Company, there are a few important tasks to keep everything smooth and legal:

• Get a New PAN and TAN: Since your company is now a new legal entity, you’ll need to apply for a fresh PAN and TAN from the Income Tax Department for all your tax work.
• Update Your GST Registration: If you’re registered under GST, don’t forget to update your business details to show the change from LLP to Pvt Ltd. This keeps your tax records accurate and easy.
• Tell Your Bank and Other Financial Institutions: Make sure to inform your bank and any lenders about the change, update your account details, and submit new KYC documents.
• Notify Other Authorities: Depending on your business type, you may need to inform other departments or agencies, like the Shops and Establishment office or professional tax authorities.
• Keep Proper Company Records: Start maintaining all the official registers required by law to keep your company organized and compliant.
• Hold Your First Board Meeting: Within 30 days of getting your new Certificate of Incorporation, hold your first board meeting to appoint officers, approve accounts, and plan for the year ahead.

Doing these things will help your new Private Limited Company run smoothly, stay legal, and be ready for growth.

What are the Advantages of Converting Your LLP into a Pvt Ltd Company?

• Easier to Raise Funds: Investors and venture capitalists usually prefer Private Limited Companies because they’re more transparent and investor-friendly. Plus, you can issue shares, which makes raising money a lot easier.
• Builds More Trust: A Private Limited Company looks more professional to clients, partners, and banks. It helps your business earn more trust and stand out in the market.
• Own Legal Identity: Like an LLP, a Pvt Ltd is its own legal entity, but it’s a bit stronger. It can own property, sign contracts, and even sue or be sued; all separate from the people running it.
• Protects Your Personal Assets: If things go wrong, your belongings are safe. As a shareholder, you’re only responsible for the shares you own, nothing beyond that.
• Business Keeps Going: Even if a shareholder leaves or passes away, the company keeps running smoothly. This makes it a more stable option for long-term success.
• Ready for Big Growth: Planning to expand across India or even internationally? A Private Limited Company gives you the flexibility to grow, partner with others, or even go public down the line.

Conclusion

Converting your LLP to Pvt ltd Company is a smart move if you’re planning to grow your business, bring in investors, or build more credibility. While the process involves some paperwork and legal steps, the benefits—like limited liability, easier access to funding, and a more professional image—often make it worth it. With the right planning and support, the transition can be smooth and set your business up for long-term success.

Suggested Read :

Exemption on Filing LLP Form 8

Purpose Form 8 LLP

Monthly Compliance for Pvt Ltd Companies

Taxation for Pvt Ltd Company

Advantages & disadvantages of Pvt ltd Company

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