How to Convert a Private Limited Company into an LLP in 2026: Process & Eligibility

Key Takeaways

• The procedure for conversion of a Private Limited Company to LLP typically takes 10 to 15 working days, subject to MCA approval.
• The process of changing a company into an LLP requires filing FiLLiP, Form 18, Form 9, Form 3, and Form 14 with the MCA.
• A Private Limited Company to LLP conversion requires all shareholders to become partners in the same proportion as their shareholding. The company must also have no subsisting charges and no pending ROC filings.
• The conversion remains tax-neutral under Section 47(xiiib) only if the company satisfies all the prescribed conditions, including the turnover and asset limits.
• LLP conversion suits businesses seeking operational flexibility and lower compliance, but does not permit equity fundraising, ESOP issuance, or public listing.

Eligibility Criteria for Private Limited to LLP Conversion

Before starting a Private Limited to LLP conversion, one must meet certain legal conditions under the LLP Act, 2008:

• All shareholders must become partners in the LLP, and their profit-sharing ratio must be in the same proportion as their shareholding in the company.
• The company must have no subsisting security interest or charges on its assets.
• The company must obtain consent from all shareholders and creditors.
• It must have filed all pending ROC returns and financial statements. 

Documents Required to Convert a Private Limited Company into an LLP

Use this document checklist for the conversion of a private company to LLP:

• Board Resolution approving the conversion.
• Written consent and NOCs from all shareholders and creditors.
• List of secured creditors with their NOCs.
• Certificate of Incorporation, MoA, and AoA.
• LLP Agreement.
• CA-certified statement of assets and liabilities.
• Latest audited balance sheet and profit & loss account.
• Latest Income Tax Return (ITR) acknowledgement.
• DSC and DIN of all designated partners.
• PAN and GST registration certificate (if applicable).
• PAN, Aadhaar/passport, and address proof of all designated partners.

How to Convert a Private Limited Company to LLP? (Step-by-Step Procedure) 

Follow this procedure for the conversion to convert a Pvt Ltd company to an LLP:

1. Pass Board Resolution

Hold a board meeting and pass a resolution approving the Private Limited to LLP conversion. Authorize a director to complete the process.

2. Reserve LLP Name

File Form RUN-LLP on the MCA portal to reserve your name before filing FiLLiP, locking it for 90 days. Alternatively, you can propose the name directly within FiLLiP, but a rejection there means re-filing the entire form. 

Tip: Use RegisterKaro’s free LLP name search tool to check availability beforehand.

3. Obtain Digital Signatures and Partner Consent

Obtain a valid DSC for all designated partners. Take their consent to act as partners through Form 9.

Apply for a Director Identification Number (DIN) through the FiLLiP form for up to two designated partners during incorporation. For more than two designated partners, obtain a DIN separately through Form DIR-3 before appointment.

4. File Incorporation Form (FiLLiP)

File the FiLLiP form for LLP incorporation. Provide partner details, registered office address, and supporting documents.

5. File Conversion Application (Form 18)

Submit Form 18 along with FiLLiP to apply for the conversion of a Private Limited company to an LLP. Include details of shareholders, assets, liabilities, and approvals.

6. Certificate of Registration

The Registrar reviews the application and issues a Certificate of Registration. The company has converted into an LLP from this date.

7. Execute and File the LLP Agreement (Form 3)

Draft the LLP Agreement defining partner roles, profit-sharing ratios, capital contributions, decision rights, and exit terms. File the executed agreement in Form 3 with the MCA within 30 days of LLP incorporation. 

Note: Failure to file Form 3 within this window attracts a daily penalty of ₹100 with no upper cap.

8. File Form 14 with the Registrar of Companies

Within 15 days of receiving the Certificate of Registration as an LLP, file Form 14 with the Registrar of Companies (RoC) where the original Private Limited Company was registered. This filing notifies the RoC of the conversion and enables it to remove the company from the Register of Companies.

The complete Private Limited to LLP conversion process typically takes 10 to 15 working days, depending on document accuracy and MCA approval cycles.

Cost of Private Company to LLP Conversion

The cost of converting a Private Limited Company into an LLP depends primarily on the capital contribution and the stamp duty applicable in your state. The total cost includes MCA filing fees, stamp duty, and professional fees.

Component	Approximate Cost (₹)
Name Reservation (RUN-LLP)	200
LLP Incorporation (FiLLiP)	500–5,000 (based on capital contribution)
Conversion Application (Form 18)	Filed with FiLLiP (no separate fee)
DSC (per designated partner)	2,500
DIN (if applied separately through DIR-3)	~100 per applicant
Stamp Duty on the LLP Agreement	Varies by state and capital contribution
Form 3 and Form 14 Filing	50–600
PAN and TAN	150
Professional Fees	10,000–25,000
Typical Total Cost	₹15,000–₹35,000

Post-Conversion Compliances for LLPs

After completing the conversion, the LLP must complete certain legal, tax, and operational formalities:

• Obtain a new PAN and TAN in the name of the LLP, as the company’s PAN becomes invalid after conversion.
• Open a bank account in the LLP’s name and transition all business transactions to it.
• Amend GST registration, licenses, and statutory registrations to reflect the LLP structure.
• File the LLP Agreement with the Registrar within 30 days of incorporation.
• File Form 11 (Annual Return) and Form 8 (Statement of Accounts and Solvency) every year.
• Include a conversion statement on every invoice and official correspondence for 12 months from the date of conversion. Mention the former company’s name and registration number.
• File income tax returns as an LLP and comply with applicable tax provisions.
• Notify customers, vendors, banks, and other stakeholders about the conversion.
• Transfer and update existing contracts, registrations, and intellectual property in the LLP’s name.

What are the Tax Implications of Private Limited to LLP Conversion?

The conversion is tax-neutral under Section 47(xiiib) only if all prescribed conditions, including limits on turnover and assets, transfer of all assets and liabilities, and continuity of shareholder profit-sharing, are met. Otherwise, key tax implications are:

• LLPs pay income tax at 30% plus applicable surcharge and cess.
• The business transfer does not attract GST, but the LLP must obtain a new GST registration.
• MAT credit cannot be carried forward after conversion.
• Business losses and unabsorbed depreciation can be carried forward only if the conversion is tax-neutral.

If any condition is breached even after conversion, the tax exemption is reversed under Section 47A(4). The LLP also becomes liable for capital gains tax in the year of breach.

When You Should Not Convert from Private Limited to LLP?

Conversion to an LLP does not suit every business. Apply for Private Limited Company registration if you:

• Plan to raise external funding.
• Need ESOPs for employees.
• Cross LLP audit limits.
• Have pending charges or legal issues.
• Plan to bring foreign investment.
• Plan an IPO or public listing.

---