How to Convert an LLP to a Private Limited Company in India: Complete Procedure
To convert an LLP into a Private Limited Company, get consent from all partners, publish a notice in Form URC-2 in two newspapers, wait 21 days for objections, and file Form URC-1 with the SPICe+ incorporation forms with the Registrar of Companies. Section 366 of the Companies Act, 2013, read with the Companies (Authorized to Register) Rules, 2014, governs the conversion of an LLP to a Private Limited Company.
Businesses convert an LLP into a Private Limited Company to raise equity funding, issue ESOPs, attract investors, and operate under a more structured corporate framework. The conversion also provides greater flexibility for bringing in new shareholders, improves credibility with lenders & investors, and supports long-term business expansion. However, the process requires compliance with MCA regulations, document filing, public notice requirements, and company incorporation procedures.
Key Takeaways
- An LLP converts into a Private Limited Company under Section 366 of the Companies Act, 2013, read with the Companies (Authorized to Register) Rules, 2014. The law treats the conversion as a fresh registration of the LLP as a company.
- All partners must provide written consent for the conversion. Even one dissenting partner can prevent the conversion.
- The LLP must publish Form URC-2 in one English and one vernacular newspaper and wait 21 days for objections before filing Form URC-1.
- The conversion application includes Form URC-1 along with SPICe+, e-MOA, e-AOA, AGILE-PRO, and INC-9.
- After approval, the ROC issues a new Certificate of Incorporation with a new CIN. The LLP stands dissolved, and the company must obtain a fresh PAN, TAN, and GST registration.
Eligibility Criteria to Convert LLP to Private Company Under Section 366
Before initiating the conversion to a Pvt Ltd Company, your LLP must meet the eligibility criteria below.
1. The LLP must have at least two partners on the date of application.
2. All partners must provide their written consent to the conversion. The LLP should also pass a resolution approving the conversion.
3. The LLP must have filed all mandatory statutory returns, including Form 8 and Form 11, and must be up to date with its compliance requirements.
4. The LLP must obtain No Objection Certificates (NOCs) from all secured creditors. If it has no secured debt, it must submit a declaration to that effect.
5. The proposed Private Limited Company must have:
- At least 2 shareholders
- At least 2 directors
- At least 1 resident director (a person who stayed in India for at least 182 days during the financial year)
Documents Required for Conversion to Private Limited Company
To convert an LLP into a Private Limited Company, you must the following documents to the Registrar of Companies (ROC):
| Document | Purpose |
| Written consent of all partners | Confirms that every partner has approved the conversion. |
| Partners’ resolution | Records the LLP’s decision to convert into a Private Limited Company. |
| LLP Agreement | Establishes the LLP’s constitution and governing terms. |
| Statement of accounts | Certified by the LLP’s auditor and prepared within 30 days before filing Form URC-1. |
| Statement of assets and liabilities | Certified by a practising CA within 30 days before filing Form URC-1. |
| Partners’ and proposed directors’ details | Contains the details of all partners and the first directors of the proposed company. |
| Declarations and affidavits of the first directors | Confirms that the proposed directors meet the requirements under the Companies Act, 2013. |
| Share allotment details | Specifies the share allotment to existing partners. |
| Certificate of Incorporation of the LLP | Confirms that the LLP is registered under the LLP Act, 2008. |
| Proof of statutory compliance | Evidence that the LLP has filed all mandatory returns, including Form 8 and Form 11. |
| NOCs from secured creditors | Confirm secured creditors’ consent, or submit a declaration if none exist. |
| Approvals from sectoral regulators (if applicable) | Required for businesses regulated by authorities such as RBI, SEBI, or IRDAI. |
| Copies of Form URC-2 newspaper advertisements | Confirms publication of the public notice. |
| Proof of registered office | Includes the ownership/rent proof, utility bill, and owner’s NOC. |
| Identity and address proof of proposed directors | PAN, Aadhaar, passport, and address proof. |
| Digital Signature Certificates (DSCs) | Required to sign the electronic forms. |
| SPICe+ incorporation forms | Includes SPICe+, e-MOA (INC-33), e-AOA (INC-34), AGILE-PRO, and INC-9 for incorporating the new company. |
What is the Step-by-Step Procedure to Convert an LLP to a Private Limited Company?
The procedure for the conversion of an LLP to a Private Limited Company follows a structured sequence regulated by the Ministry of Corporate Affairs.
Step 1: Obtain Approval from All Partners
Begin by obtaining the written consent of all partners. The LLP must pass a resolution approving the conversion and authorizing one or more designated partners to sign and file the required forms.
Step 2: Obtain DSC and DIN for All Proposed Directors
Ensure that all proposed directors have a valid DSC. If any proposed director does not have a Director Identification Number (DIN), they can obtain one through SPICe+.
The proposed company must also have at least two directors, including one resident director.
Step 3: Apply for Name Approval via SPICe+ Part A
Apply for name approval through SPICe+ Part A. In most cases, businesses retain the LLP’s existing name by replacing “LLP” with “Private Limited”, subject to the MCA’s name availability guidelines.
Reserved names are valid for 20 days.
Step 4: Publish Newspaper Advertisement in Form URC-2
After reserving the name, publish Form URC-2 in one English newspaper and one vernacular newspaper circulating in the district where the LLP’s registered office is located. Also, send a copy of the notice to the Registrar of LLPs. Wait 21 clear days for objections before proceeding.
Step 5: File Form URC-1 with the Registrar of Companies
Access Form URC-1 through the MCA portal, as shown in the image above.
Once the objection period ends, file Form URC-1 along with SPICe+ (Part B), e-MOA (INC-33), e-AOA (INC-34), AGILE-PRO, and INC-9 with the ROCs. Attach all the prescribed documents, including:
- The partners’ consent
- Certified financial statements
- LLP Agreement
- Creditor NOCs
- Form URC-2 advertisements
- Proof of statutory compliance
Step 6: Certificate of Incorporation
The Registrar of Companies reviews the application and supporting documents. If everything complies with the Companies Act, 2013, and the Companies (Authorized to Register) Rules, 2014, the ROC issues a Certificate of Incorporation with a new Corporate Identity Number (CIN).
From that date, the LLP stands dissolved, and the newly incorporated Private Limited Company succeeds to its business, assets, liabilities, rights, and obligations.
The entire conversion process typically takes 30 to 45 days, depending on the time taken for name approval, the mandatory 21-day objection period, and the ROC’s processing time.
Forms Required for Conversion of an LLP to a Private Limited Company
The conversion of an LLP to a Private Company requires filing multiple forms with the Registrar of Companies (ROC). The table below explains the purpose of each form:
| Form | Purpose |
| SPICe+ Part A | Reserve the proposed company name. |
| Form URC-2 | Publish a public notice in one English and one vernacular newspaper inviting objections to the proposed conversion. |
| Form URC-1 | Register the LLP as a Private Limited Company under Section 366 of the Companies Act, 2013. |
| SPICe+ Part B | Apply for the incorporation of the Private Limited Company and allotment of the CIN. |
| INC-33 (e-MOA) | File the electronic Memorandum of Association of the proposed company. |
| INC-34 (e-AOA) | File the electronic Articles of Association of the proposed company. |
| INC-9 | Submit the declaration by the subscribers and first directors confirming compliance with the Companies Act, 2013. |
| AGILE-PRO | Apply for GST registration (optional), EPFO, ESIC, Professional Tax (where applicable), and bank account opening. |
Government Fees and Other Costs of LLP to Pvt Ltd Conversion
The cost of converting an LLP into a Private Limited Company starts from ₹20,000, reaching up to ₹50,000 for an authorized share capital of ₹1 lakh. The fees include MCA filing charges, professional costs, DSCs, newspaper publication charges, and state-specific stamp duty.
Government Fees
The MCA calculates the government fee based on the company’s authorized share capital under the Companies (Registration Offices and Fees) Rules, 2014.
| Authorized Share Capital | Government Fee |
| Up to ₹1 lakh | ₹2,000 |
| Above ₹1 lakh to ₹5 lakh | ₹3,000 |
| Above ₹5 lakh to ₹10 lakh | ₹5,000 |
| Above ₹10 lakh to ₹25 lakh | ₹8,000 |
| Above ₹25 lakh to ₹50 lakh | ₹10,000 |
| Above ₹50 lakh to ₹1 crore | ₹15,000 |
| Above ₹1 crore | ₹15,000 + ₹500 for every additional ₹1 lakh of authorized share capital |
Other Costs
Besides the MCA fee, you should also budget for the following expenses:
| Particulars | Estimated Cost | Paid To |
| Digital Signature Certificate (per director) | ₹1,000–₹2,000 | Licensed Certifying Authority |
| CA certification of the Statement of Assets and Liabilities | ₹5,000–₹15,000 | Chartered Accountant |
| Company Secretary / Professional Fees | ₹10,000–₹25,000 + 18% GST | Company Secretary / CA / Professional Service Provider |
| MOA and AOA Drafting (if charged separately) | ₹3,000–₹8,000 | Professional Service Provider |
| Form URC-2 Newspaper Advertisement | ₹2,000–₹10,000 | Newspaper Publisher |
| Stamp Duty | Varies by state and authorized share capital | State Government |
Tax Implications of LLP Conversion Procedure
Section 70(1)(zd) of the Income Tax Act, 2025 grants tax-neutral treatment for the conversion of an LLP into a Private Limited Company. However, the conversion must satisfy the prescribed conditions to qualify for this benefit.
To claim the exemption, you must satisfy the following conditions:
- Ensure the former partners collectively hold at least 50% of the company’s voting power for five years from the date of conversion.
- Transfer all the LLP’s assets and liabilities to the company.
- Make all LLP partners shareholders in the same proportion as their capital accounts in the LLP on the date of conversion.
- Issue only shares to the partners and provide no other consideration or benefit.
If you fail to meet or later breach any of these conditions, the exemption is withdrawn, and the capital gains become taxable in the year of the breach.
Note: Subject to the Income Tax Act, 2025, the company may carry forward the LLP’s accumulated business losses and unabsorbed depreciation.
Post-Conversion Compliance After LLP Conversion
After the conversion of the LLP to a Private Limited Company, complete the following compliance requirements:
- Obtain a New PAN and TAN: Apply for a new PAN and TAN if they are not allotted through the incorporation process. The LLP’s PAN cannot be carried forward.
- Apply for GST Registration: Obtain a fresh GST registration, where applicable, cancel the LLP’s GSTIN, and transfer eligible ITC through Form GST ITC-02.
- Update Bank Accounts and Licences: Update bank accounts, licences, registrations, and permits, including IEC, FSSAI, MSME, and other applicable approvals.
- Update Business Records: Update contracts, invoices, letterheads, signboards, websites, and other records with the new company name and CIN. Inform customers, vendors, banks, and other stakeholders.
- Issue Share Certificates: Allot shares to the former LLP partners and issue share certificates as required.
- Comply with Company Law: Maintain statutory registers, conduct board meetings, complete the statutory audit, and file AOC-4, MGT-7/MGT-7A (as applicable), and DIR-3 KYC within the prescribed timelines.
- Update Property Records (if applicable): Pay the applicable stamp duty under state law and update property records if the LLP’s immovable property transfers to the company.
