LLP to Private Limited Conversion
Convert an LLP into a private limited company when you are ready to raise equity or bring in institutional investors.
An LLP converts into a private limited company when it needs to raise equity. LLPs cannot issue shares, so an investor cannot take a stake in the ordinary way, and conversion is the route to a structure investors will fund.
It is a genuine conversion rather than a transfer. The company takes over the LLP’s assets, liabilities, contracts and licences by operation of law, and the LLP is dissolved.
Choose a package
Application for Conversion
₹18,904 plus GST
- Conversion application from LLP to private limited company
- Document preparation support
Approval Support
₹18,904 plus GST
- Query redressal
- Clarification drafting and submission.
The conditions
- All partners of the LLP must become shareholders of the company, in the same proportion
- The LLP must have filed all its statutory returns to date
- Consent of all partners and of all secured creditors
- A newspaper advertisement inviting objections, in English and the regional language
- No-objection from the Registrar of Companies where the LLP is registered
- At least two directors, with one resident in India
Filings must be current first
The Registrar will not process a conversion where the LLP has overdue Form 11 or Form 8 filings. Those must be brought up to date, with the accumulated additional fee, before the application is made.
Because LLP late fees accrue per day and are largely uncapped, an LLP that has drifted for a couple of years can face a substantial clearing cost. That should be quantified before the conversion is planned, not discovered mid-process.
The tax question
Conversion can be tax-neutral where the conditions in the Income Tax Act are satisfied — including that all partners become shareholders in the same proportion, and that they hold at least half the voting power for the prescribed period afterwards.
Where those conditions are not met, the transfer of assets to the company can attract capital gains. Since an incoming investor will usually dilute the founders, the sequencing of the conversion and the investment matters, and it should be planned rather than assumed.
What has to be updated afterwards
- PAN and TAN for the new company
- GST registration, which does not carry over
- Bank accounts and any loan documentation
- Licences and registrations held under other laws
- Contracts, where counterparties should be notified even though transfer is automatic
- Employment records and provident fund registration
How we handle it
- 1 Clearing the filings Overdue LLP returns are identified and filed, with the accumulated fee quantified before you commit.
- 2 Partner and creditor consents Written consent is obtained from all partners and secured creditors.
- 3 Name reservation The proposed company name is reserved.
- 4 Advertisement The notice inviting objections is published in English and the regional language.
- 5 Conversion filing The application is filed with the statement of assets and liabilities and the consents.
- 6 Post-conversion PAN, TAN, GST and other registrations are obtained afresh and the LLP dissolution completed.
Frequently asked questions
Why convert at all?
Because an LLP cannot issue shares. An investor cannot take equity in the ordinary way, so conversion is the route to a structure institutional money will fund.
Do all partners have to become shareholders?
Yes, and in the same proportion. This is both a conversion condition and a requirement for the transaction to be tax-neutral.
Is conversion taxable?
It can be tax-neutral where the conditions in the Income Tax Act are satisfied, including a shareholding continuity requirement for a period afterwards. Failing them can attract capital gains on the asset transfer.
Does our GST registration carry over?
No. The company is a new legal person with a new PAN, so GST and most other registrations must be obtained afresh.
What about our existing contracts?
They transfer to the company by operation of law on conversion. It is still good practice to notify counterparties, particularly where a contract has a change of control provision.
What is not included. Government fees, statutory charges, stamp duty, court and registry fees, digital signature costs and any third-party professional charges are separate and payable at actuals. GST applies on professional fees where indicated. Prices shown are indicative and may change without notice; we confirm the total in writing before any work begins — see our terms on pricing.
Talk to us about LLP to Private Limited Conversion
Share your requirement and our team will confirm the documents needed, the exact charges and a realistic timeline — usually the same working day.
- Expert document checking before submission
- Regular status updates on WhatsApp
- Transparent professional charges
- Assistance in Marathi & English
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