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LLP to Private limited Company

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Conversion of LLP to Private Limited Company in India

All you need to know

Converting an LLP to a Private Limited Company allows businesses to scale efficiently, attract investors, and offer better compliance flexibility. This conversion is regulated under the Companies Act, 2013 and requires careful planning, documentation, and legal formalities.

It involves multiple steps such as obtaining Digital Signatures, Director Identification Numbers, name reservation, drafting MOA/AOA, and filing incorporation forms with the Registrar of Companies. Our experts make this transition smooth, compliant, and time-bound for you.

Convert LLP into Private-Limited Legal Process Explained

Why Smart Entrepreneurs Prefer EbizFiling

EbizFiling is a trusted business platform offering end-to-end services for incorporation, compliance, and advisory needs in India and abroad. We make Private Limited Company registration simple, quick, and cost-effective. Our expertise also extends to Conversion of Partnership to Pvt Ltd Company, LLP, OPC, Public Limited, Partnership, and HUF registrations. Get in touch with us for expert guidance and hassle-free support.

Conversion Fees For LLP to Private Limited Company

Best alternatives you get

ESSENTIAL

19999/-

(All Inclusive)

  • Preparation of documents for conversion
  • Name Approval for Private Limited Company
  • Application for conversion from Limited Liability Partnership (LLP) to Private Limited Company
  • New Certificate of Incorporation
  • Preparation of MOA
  • Preparation of AOA
  • Change in PAN
  • Change in TAN

Advantages of Conversion of LLP to Private Limited Company

Points to make your decision easy

Recognition

Private Limited Companies enjoy a higher reputation among third parties compared to LLPs, despite both being separate legal entities.

Separate Legal Entity

A Pvt Ltd Company has a distinct legal identity; its assets and liabilities are separate from those of its directors.

Limited Liability

Members are not personally liable for the company’s debts; only the company’s assets can be used to pay liabilities.

Fund Raising

Pvt Ltd Companies can raise capital from venture capitalists and angel investors, unlike LLPs.

FDI Allowed

100% Foreign Direct Investment is permitted in a Private Limited Company without government approval.

Builds Credibility

Company details are publicly available, increasing transparency and credibility.

Documents Required for LLP to Private Limited

Here is the list of documents you will need to convert LLP to a Private Limited Company:

Quick Checklist

  • PAN Card of all partners and proposed directors
  • Identity proof (Aadhaar/Voter ID/Passport/Driving License)
  • Address proof (Bank statement/Utility bill not older than 2 months)
  • Passport size photographs
  • LLP agreement
  • NOC from partners
  • Digital Signature Certificate (DSC)
  • Proof of registered office address
  • Latest income tax return acknowledgment of LLP

How to convert LLP to Private Limited

 

 Our Process

1

Name approval

2

Preparation of documents for conversion

3

Submission of MOA & AOA

4

Get new Incorporation Certificate

5

Get Company’s PAN & TAN

Fill a Simple Checklist

Our Compliance Manager will get in touch with you to obtain your documents along with a simple checklist. You need to fill up the checklist and submit along with the documents for processing. Our expert team will verify documents and proceed with the conversion of Limited Liability Prtnership to Private Limited Company formalities. Throughout the process, a dedicated Compliance Manager will keep you updated on the progress of the conversion to Pvt. Ltd. Co.

Name Approval

Once we verify the documents, we will proceed with the name application of the company. We will file an application with the Registrar of Companies (ROC) to obtain the name for the proposed company after conversion. Then we will file form URC – 2 to give advertisement about the conversion of LLP to any popular daily newspaper to be published in the English language and the vernacular language and Form URC -1 to be filed with ROC specifying all details of partners.

Registration

After obtaining the name approval and form URC 1, we will draft an Memorandum of Association and Articles Of Association for the company, and other relevant documents to be filled with ROC for the approval of conversion of Limited Liability Partnership in to Private Limited Company along with all the necessary attachments which specifies the fact of conversion. The Registrar of the Companies on being satisfied on compliance shall issue a Certificate of Incorporation.

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FAQs On Conversion from LLP to Private Limited

Get answers to all your queries

  • What is the process of converting an LLP into a Private Limited Company?

    The conversion involves approval from partners, securing DSC & DIN for directors, obtaining name approval via RUN, and filing Form URC-1 and SPICe+ with MCA. Post-approval, a new Certificate of Incorporation is issued.

  • Is it legally allowed to convert LLP into a Private Limited Company in India?

    Yes, as per Section 366 of the Companies Act, 2013 and relevant rules, LLPs can be converted into Private Limited Companies subject to certain conditions.

  • How many partners are required in an LLP to be eligible for conversion?

    A minimum of 2 partners must be present in the LLP before conversion, and they must become directors/shareholders in the new Private Limited Company.

  • What are the prerequisites for LLP conversion?

    The LLP must have no pending litigation, at least 2 designated partners, and 2 or more shareholders. It must also have updated filings with ROC and Income Tax.

  • Do I need to dissolve the LLP before conversion?

    No. The LLP is not dissolved; instead, it is converted into a new company and ceases to exist after the issuance of the new incorporation certificate.

  • Will the PAN and TAN of the LLP remain the same post-conversion?

    No. Since a new entity is created, you need to apply for a new PAN and TAN for the Private Limited Company.

  • Do I have to close the LLP bank account after conversion?

    Yes. A new bank account must be opened in the name of the converted Private Limited Company, and the LLP account should be closed after settling obligations.

  • Is capital gain tax applicable on conversion?

    Generally, conversion is not treated as a “transfer” under the Income Tax Act if conditions are fulfilled. However, professional advice is recommended to check tax impact.

  • Is stamp duty applicable on conversion from LLP to Pvt Ltd?

    Yes, stamp duty is applicable on the transfer of movable or immovable assets during conversion, depending on the state laws.

  • Can foreign nationals be shareholders in the new company?

    Yes. The converted Private Limited Company can have foreign shareholders, but FDI norms under FEMA must be followed.

  • What documents are required for conversion of LLP to Pvt Ltd Company?

    Key documents include LLP agreement, certificate of incorporation, ID & address proofs of partners, utility bills, NOC from creditors, and board resolution.

  • How long does it take to complete the conversion?

    It typically takes around 20 to 30 working days, depending on document readiness and MCA processing time.

  • Do I need fresh registration under GST and other licenses?

    Yes. Since the converted entity has a new identity, fresh registration under GST, Shop Act, IEC, etc. is required.

  • Can the company retain the same name as the LLP?

    Yes, provided the name is available and does not conflict with existing company names as per MCA records.

  • Will the LLP’s past liabilities transfer to the new company?

    Yes, all debts, liabilities, and obligations of the LLP are inherited by the newly incorporated Private Limited Company.

  • What is Form URC-1 used for?

    URC-1 is filed for converting an existing entity (LLP, firm, etc.) into a company under the Companies Act, 2013.

  • Is NOC from creditors required?

    Yes. You must obtain a No Objection Certificate from all creditors of the LLP for a smooth conversion process.

  • Can an LLP with FDI be converted into a Private Limited Company?

    Yes, but only if the LLP complies with FDI policy and sectoral caps. RBI approval may be needed in specific cases.

  • Is audit mandatory after conversion?

    Yes. Once converted, the Private Limited Company must follow Companies Act audit norms, even if turnover is low.

  • Can I get professional help for the conversion process?

    Absolutely. EbizFiling offers complete assistance from documentation and filing to post-conversion compliances for a smooth and hassle-free process.

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