LLP INTO COMPANY
| Basic | Advance |
|---|---|
| ✔ Roc Filing | ✔ Roc Filing |
| ✔ Documentation | |
| ✔ Professional Consultancy |
LLP into Company in India
Converting an LLP into a Private Limited Company in India – Complete Guide
In India’s fast-growing business ecosystem, Limited Liability Partnerships (LLPs) are increasingly converting into Private Limited Companies to unlock new growth avenues, secure investments, and enhance brand reputation. This strategic transformation is a smart choice for scaling businesses aiming to access equity funding and benefit from structured corporate governance.
Bharat eFiling Point offers seamless assistance to businesses undergoing this transition, ensuring full legal compliance with minimal hassle.
What is LLP to Private Limited Company Conversion?
LLP to Private Limited Company conversion refers to the legal process of registering an existing LLP under the Companies Act, 2013, as a Private Limited Company. This transformation retains the existing operations, brand identity, and goodwill of the LLP, while offering the benefits of a corporate structure.
Key Advantages of Conversion
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Limited Liability Protection: Owners’ personal assets remain insulated from business debts.
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Improved Funding Options: Easier access to angel investors, venture capital, and private equity.
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Better Corporate Image: Private Limited status enhances credibility and trust.
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Equity & ESOP Flexibility: Ability to issue shares and Employee Stock Options.
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Lower Corporate Tax Rate: Benefit from a 25% tax rate, compared to 30% for LLPs.
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Capital Gains Tax Exemption: No tax on transfer of assets during conversion.
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Eligibility for Future Listing: Opportunity to grow into a public limited company.
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Greater FDI Access: More conducive for attracting foreign investment.
Possible Disadvantages
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More Stringent Compliance: Regular audits, board meetings, and statutory filings.
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Higher Maintenance Costs: Additional regulatory and professional service expenses.
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Complex Governance Structure: Requires defined roles, board formation, and company meetings.
Required Licenses and Documents
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Certificate and agreement of LLP
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LLP PAN card
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DSC and DIN for proposed directors
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MOA and AOA of the new company
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Consent letters and affidavits from partners and directors
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Latest financial statements and NOC from creditors
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Newspaper publication in English and local language
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MCA forms: SPICe+, URC-1, INC-9, and others
Step-by-Step Procedure
1. Partner Approval and Board Resolutions
Obtain unanimous consent from LLP partners and draft required resolutions.
2. Company Name Reservation
Submit a name application through the RUN service on the Ministry of Corporate Affairs (MCA) portal.
3. Obtain DSC and DIN
Secure Digital Signature Certificates and Director Identification Numbers for designated directors.
4. File URC-1 with Registrar of Companies
Submit supporting documents including partner details, asset statements, and creditor approvals.
5. Draft MOA and AOA
Prepare Memorandum and Articles of Association aligned with the new company’s structure.
6. Submit Incorporation Forms
Complete filing of SPICe+ and related incorporation forms with ROC.
7. Receive Certificate of Incorporation
Upon approval, a new Certificate of Incorporation will be issued by the Registrar.
8. Post-Incorporation Changes
Update PAN, bank details, GST registration, and notify clients and suppliers of the change.
Key Compliance Points
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The LLP must be compliant with all previous ROC filings.
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No capital gains tax is levied on the conversion process.
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The new company name must end with “Private Limited”.
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Public notice must be issued in two newspapers.
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Only registered LLPs are eligible for conversion.
Eligibility Criteria
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LLP must be registered under the LLP Act, 2008
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Minimum two directors (at least one Indian resident)
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No pending secured debts without creditor approval
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Consent from all partners is mandatory
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Latest ROC and ITR filings must be completed
Why Choose Bharat eFiling Point?
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Full legal and ROC compliance
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Professional team of company law experts
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Transparent pricing structure
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PAN India online support
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End-to-end service for LLP conversion
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Continued support for post-conversion legal updates
Ready to Begin Your Conversion?
Transform your LLP into a Private Limited Company without delays. Partner with professionals who manage every legal and procedural aspect with accuracy and efficiency. Let experts handle the paperwork, while you focus on business growth.
Company Annual Filing Pvt vs LLP
| FEATURES | Pvt | LLP |
|---|---|---|
| DOCUMENTS | Appointment of Auditor - ADT 01, INC 20 A form filing, DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), AOC 4, MGT 7 & ADT filing, Annual filing(Upto turnover of 20 lakhs), Facilitation of Annual General Meeting, Preparation of Minutes & Filing of AGM Report, GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). | Form 8 & 11 filing(One year), DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). |
| Time | 7-9 working days | 7-9 working days |
Documents Required for LLP into Company in India
The documents required for converting a Limited Liability Partnership (LLP) into a company in India include:
- DIR-2 Declaration from all Directors
- Identity and Address Proof of Directors
- Proof of Registered Premises
- Partnership Deed
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Board Resolution
- Consent of Directors
- Affidavit from Partners
- No Objection Certificate (NOC) from the Registrar of Companies (ROC)
- Name Approval from ROC
- Form URC-1
- Form INC-9
- AGILE PRO Form
- Publication of Newspaper Advertisement (Form URC-2)
- Notice of Conversion to the Registrar of Companies
- Director Identification Number (DIN)
- Digital Signature Certificate (DSC)
- Proof of Service of Notice
- Certificate of Incorporation
These documents are crucial for the conversion process from an LLP into a company in India. It is essential to ensure all necessary paperwork is in order to comply with legal requirements and facilitate a smooth transition.
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LLP into Company FAQ’s
Are LLPs better than Private Limited Companies?
What are the tax implications of LLP conversion to Private Limited Company?
The income earned by LLPs is taxed at 30% and that of a Private limited Company is subject to tax at 25%. The conversion of LLPs to Private Companies is exempted from capital gains tax. Private companies are also allowed to carry forward unabsorbed depreciation and losses.
The choice of the best option depends on the needs and requirements of the LLP. For example, if the LLP needs to raise a huge amount of capital from equity funding, it can opt for the incorporation of a private limited company. On the contrary, if the individual needs less compliance and flexible business operations, an LLP is best suited for such an individual.