Convert LLP to Private Limited Company

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Conversion of LLP into private limited company

In India, private limited companies are among the most common business structures due to their greater potential for growth and development, especially when it comes to raising equity capital—something that is not possible with a Limited Liability Partnership (LLP). LLPs are generally unsuitable for owners seeking investment from venture capitalists or private equity firms, as these investors prefer to invest in private limited companies rather than partnerships or LLPs. Another key reason for conversion is that Foreign Direct Investment (FDI) in private limited companies can be made without prior approval, unlike in LLPs where approval is required. This makes private limited companies the preferred choice, particularly for promoters or owners who are NRIs or foreign nationals. Therefore, conversion to a private limited company becomes necessary to meet these requirements.

Benefits of converting LLP into limited company

Easy Fund raising

The rigorous registration process enhances the credibility of this structure compared to others, making it easier to raise funds or secure loans from external sources. Additionally, the organization offers various options for raising capital, such as private equity, ESOPs, and more.

Separate Legal Existence

The separation of ownership and management allows both the company and its management to concentrate on their respective roles. Shareholders delegate the responsibility of running the company to the management while retaining control through their voting rights.

ESOPs to employees

Only private limited companies can offer stock ownership and ESOP plans. These incentives attract employees by giving them a stake in the company’s growth and success, motivating them to contribute to its prosperity.

Limited Liability of Owners

The company’s obligations or debts do not affect the personal assets of its owners. Their liability is limited solely to the amount of capital they have subscribed to but not yet paid.

Documents required for conversion into Private Company

PAN Card

PAN Card of shareholders and Directors.
Foreign nationals may provide a passport.

Identity Proof

Voter ID/ Passport/ Driving License of Shareholders and Directors

Address Proof

Telephone Bill /Electricity Bill/ Latest Bank Account Statement of Shareholders and Directors

Photograph

Latest Passport size photograph of Shareholders and Directors

Business Address Proof

Electricity Bill/ Telephone Bill of the registered office address

NOC from owner

No Objection Certificate to be obtained from the owner(s) of registered office

Rent Agreement

Rent Agreement of the registered office should be provided, if any

Note

In case of NRI or Foreign National, documents of director(s) must be notarized or apostilled

Copy of ITR

A copy of the latest income tax return filed by the Limited Liability Partnership.

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Formulation of Company Name

Unique Name

Mainly it builds the company brand and preferably be a coined word

Business Object

Second part of name should suggest the business activity of the company

Constitution Type

Name of the company must end with “Private Limited” as suffix

Convert into company in 3 Easy Steps

1. Answer Quick Questions

2. Experts are Here to Help

Appointment of a dedicated Relationship Manager
Procurement of Digital Signatures (DSC)
Application for Name Reservation
Drafting of documents, including MOA and AOA
Submission of application for conversion into a Private Limited Company
Issuance of Certificate of Incorporation

3. Your Company is Registered

*Subject to government processing times.

Process to convert LLP to pvt ltd

Day 1

Day 2 - 4

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Day 10 - 11

Explore Conversion from LLP to Private Limited Company

Frequently Asked Questions

What are the statutory requirements to be fulfilled once Private Company is registered?

Once the company is registered, it must promptly fulfill the following requirements:

Open a current account in the company’s name
Appoint a statutory auditor
Deposit the paid-up capital declared during registration
Issue and allot shares to shareholders

How many DIN can be apply through SPICE Form?

A maximum of three Director Identification Numbers (DINs) can be applied for through the SPICE form. If the applicant wishes to incorporate a company with more than three directors, and some of them do not have DINs, the company must initially be incorporated with only three directors. Additional directors can be appointed after the incorporation process is complete.

What is the minimum Capital Requirement?

During registration, a minimum authorized capital of INR 1 lakh must be specified. The government has removed the requirement for a minimum paid-up capital to simplify business registration in India. However, each shareholder is required to subscribe to at least one share, and sufficient funds should be introduced to support the business operations.

How to file the Conversion form in case of more than 7 partners in the LLP?

If the LLP has more than 7 partners at the time of conversion into a company, a scanned copy of the physically prepared Memorandum of Association (MOA) and Articles of Association (AOA) must be submitted. Additionally, the company is required to file the following forms:

URC-1
INC-32

Whether at the time of Conversion whether Latest deed shall be attached in the form URC-1?

Yes, at the time of conversion, the LLP must submit copies of the principal deed and all subsequent deeds, including the latest partnership deed, to the Registrar of Companies (ROC) by filing e-Form URC-1.

Whether e-MOA & AOA can be file in case of MOA & AOA is signed by a person at a place outside of India?

Yes, if one of the directors is located outside India, the required documents can be submitted in electronic format. There is no need to submit a physical copy.

Are shares of a private company easily transferable?

Yes, shares of a Private Limited Company can be easily transferred among existing members. However, if the shares are to be transferred to a non-member, they must first be offered to existing shareholders. Only if the existing members decline to purchase them can the shares be transferred to non-members.

Can a foreign director be appointed after the conversion of LLP into private limited company and what are the documents required for filing DIN ?

Yes, a foreign national can be appointed as a director in an Indian company.
To obtain a Director Identification Number (DIN), the applicant must fill Form DIR-3.
Details of a valid passport must be provided and a certified copy attached.
Supporting documents, including a photograph, must be duly attested.
Attestation can be done by the Indian Embassy or Consulate in the applicant’s home country,
or by a notary public in the applicant’s home country.
Alternatively, the MD, CEO, or Company Secretary of an Indian company (where the applicant is a director) can attest.
If the applicant holds a valid multiple-entry Indian visa, PIO, or OCI card,
attestation can also be done by a Public Notary, Gazetted Officer, or practicing CA/CS/CMA in India.

Can a Private Company carry multiple businesses after conversion from the LLP?

Yes, a private company can operate multiple businesses after converting from an LLP.
There are no restrictions, provided the activities are listed in the company’s MOA.

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Popular Options

Special Business Entities

Trademark

Patent

Copyright

Select Conversion Type

Update Corporate Information

Close a Business

Government Registration

Update Corporate Information

Employment

Corporate

Daily Business

Legal Agreements

Banking & Finance

Business Agreements

Real Estate

Document Kits

Corporate Compliances

Accounting