Convert Your LLP to Pvt Ltd Company
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₹14,999
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Unlock Equity Funding. Scale Your Business. Attract Investors.
LLP Agreement Review
Section 366 Application
NOC from Creditors
ROC/NCLT Filing
New Incorporation Certificate
Post-Conversion Support
Expert Consultation in Minutes
What Sets Us Apart
150+ Conversions Done
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Companies Incorporated
Successfully incorporated across India
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Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
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Expert Legal Team
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Kickstart your venture with efficient company setup, generally processed within a week.
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Personal manager by your side, every step of the way and beyond.
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We handle all paperwork and ensure full legal compliance.
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Ready to Convert Your LLP to Company?
Scale your business with equity funding options - convert to Private Limited with IncorpX
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Convert LLP to Company
Get professional assistance with LLP to Private Limited conversion.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
LLP to Private Limited Conversion Package
₹14999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
Pre-Conversion Advisory
LLP Agreement Review
Partner Consent Letters
Creditor NOC Assistance
Form URC-1 Preparation
Memorandum & Articles Drafting
Section 366 Application
ROC/RD Filing
Government Fee Payment
Certificate of Incorporation
Partner to Shareholder Transition
Post-Conversion Compliance Support
*Government fees are additional and vary based on company structure
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IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
LLP to Private Limited Conversion is the legal process of transforming a Limited Liability Partnership into a Private Limited Company under Section 366 of the Companies Act, 2013. This conversion enables businesses to access equity funding, issue shares to investors, and scale operations with a more structured corporate framework.
A Limited Liability Partnership (LLP) is ideal for professional services and small businesses. However, as the business grows, the LLP structure may become limiting. LLPs cannot issue equity shares, cannot have angel/VC investors as partners easily, and face restrictions in raising large capital. Converting to a Private Limited Company removes these barriers.
The conversion is governed by Section 366 of Companies Act, 2013 read with Rule 3 of Companies (Authorized to Register) Rules, 2014. It requires consent from all partners, NOC from creditors, and approval from the Regional Director (RD) or Registrar of Companies (ROC).
At IncorpX, we provide seamless LLP to Private Limited conversion services. From partner consent and creditor NOC to drafting MOA/AOA and filing with authorities, our experts ensure smooth transition while maintaining business continuity.
What is LLP to Company Conversion?
LLP to Company Conversion is the legal transformation of an existing Limited Liability Partnership into a Private Limited Company. Unlike incorporation of a new company, this is a conversion of the same business entity, maintaining continuity of contracts, licenses, and operations.
After conversion, the LLP ceases to exist and a new Private Limited Company takes its place. All partners become shareholders, partnership contribution converts to share capital, and the LLP Agreement is replaced by Memorandum and Articles of Association.
The process involves filing Form URC-1 with the Registrar of Companies along with prescribed documents. Upon approval, a Certificate of Incorporation is issued, and the company comes into existence from the date of certificate.
Key Changes After Conversion:
Partners → Shareholders:
All LLP partners become shareholders of the new company.
LLP Agreement → MOA/AOA:
Governing documents change to company format.
LLPIN → CIN:
LLP Identification Number replaced by Corporate Identification Number.
Important Tax Consideration
Under the Income Tax Act, LLP to Company conversion is not treated as a transfer if conditions under Section 47(xiiib) are satisfied. This means no capital gains tax on conversion if shareholding pattern remains same for 5 years.
When Should You Convert LLP to Company?
Converting from LLP to Private Limited makes sense in several business scenarios:
Scenario
Why Conversion Makes Sense
Equity Funding Required
VCs, Angel Investors, and PE funds prefer investing in companies. LLPs cannot issue equity shares for investment.
Startup Ecosystem
Startup India recognition, tax benefits under Section 80-IAC, and most accelerators require company structure.
ESOP for Employees
LLPs cannot issue Employee Stock Options. Companies can attract talent with ESOP schemes.
Business Scaling
Corporate structure with clear hierarchy of directors, shareholders is better suited for large-scale operations.
Acquisition/Exit
Share transfers in company are simpler. Better valuations and easier exit for founders in company structure.
International Expansion
Companies are universally recognized. Easier to set up subsidiaries and attract foreign investment.
LLP vs Private Limited Company:
Key differences that change after conversion:
Feature
LLP
Private Limited Company
Governing Law
LLP Act, 2008
Companies Act, 2013
Owners
Partners (Designated Partners)
Shareholders & Directors
Minimum Members
2 Partners
2 Shareholders + 2 Directors
Maximum Members
Unlimited
200 (excluding employees)
Equity Shares
Cannot issue
Can issue equity, preference shares
Foreign Investment
Limited (automatic route sectors only)
Easier under FDI policy
ESOP
Not possible
Can implement ESOP schemes
Tax Rate
30% (no DDT but AMT applicable)
25-30% (various regimes available)
Audit Requirement
If turnover > ₹40L or capital > ₹25L
Mandatory annual audit
Compliance
Lower (annual return + ITR)
Higher (board meetings, AGM, multiple filings)
What Are the Key Features of Private Limited Company?
After conversion, your company will have these characteristics:
1. Limited Liability
Shareholder liability limited to share value. Personal assets fully protected from business debts.
2. Equity Funding
Issue equity shares to investors. Attract angel investors, VCs, and private equity funds.
3. ESOP Capability
Create Employee Stock Option Plans to attract and retain top talent with equity participation.
4. Foreign Investment
Easier FDI compliance. More sectors open under automatic route compared to LLP.
5. Corporate Structure
Clear hierarchy with Board of Directors. Suitable for large-scale business operations.
6. Startup Recognition
Eligible for Startup India benefits, tax exemptions under Section 80-IAC, and government schemes.
7. Perpetual Succession
Company exists independent of shareholders. Ownership transfer doesn't affect operations.
8. Brand Credibility
"Private Limited" suffix adds professionalism. Better perception with clients and partners.
9. Bank Loans
Easier access to institutional funding. Banks prefer company structure for large loans.
10. Exit Options
Better valuation multiples. Easier M&A process. Potential for future IPO.
Benefits of Converting LLP to Company:
Why should you consider converting your LLP to Private Limited?
Access to Funding
Raise equity capital from angels, VCs, and institutional investors. Issue shares against investment.
Employee Incentives
Implement ESOP/ESPS schemes. Attract and retain talent with equity ownership opportunities.
Startup Benefits
Get Startup India recognition. Avail tax holidays, easier compliance, and government schemes.
Better Valuation
Companies command higher valuation multiples. Better exit opportunities for founders.
Global Recognition
Company structure universally recognized. Easier international business expansion.
Business Continuity
Same business continues with new structure. Contracts, licenses, and goodwill preserved.
Scale your business with IncorpX!
Eligibility Criteria for Conversion:
To convert LLP to Private Limited, the following conditions must be met:
All partners must consent to conversion
LLP must have minimum 2 partners (for 2 shareholders)
All partners become shareholders in proportion to capital
No pending dues to ROC or government
All annual compliances up to date
NOC from creditors (if applicable)
Documents Required for Conversion:
The following documents are needed for LLP to Private Limited conversion:
LLP Documents:
LLP Incorporation Certificate
LLP Agreement (current)
Statement of Accounts & Solvency
Latest Income Tax Returns
List of all Partners with details
PAN of LLP
Partner Documents:
Partner ID Proofs (PAN, Aadhaar)
Partner Address Proofs
Passport Size Photographs
Digital Signature Certificates
DIN of proposed Directors
Conversion Documents:
Partner Consent Letters
NOC from Creditors (if any)
Draft MOA & AOA
List of creditors with amounts
Statement of Assets & Liabilities
Step-by-Step Conversion Process:
Here's how we convert your LLP to Private Limited Company:
Step 1: Pre-Conversion Check
Review LLP compliance status, clear any pending filings, verify partner details, and assess creditor position. Ensure eligibility criteria are met.
Step 2: Partner Consent
Obtain written consent from all partners for conversion. Decide shareholding pattern (proportional to capital contribution or as mutually agreed).
Step 3: Creditor NOC
Send notice to all secured creditors. Obtain No Objection Certificates. Prepare list of unsecured creditors with amounts due.
Step 4: Draft MOA & AOA
Prepare Memorandum of Association defining objects and authorized capital. Draft Articles of Association with company regulations.
Step 5: Apply for Name
Reserve company name through RUN web service. Name should be similar to LLP name where possible for continuity.
Step 6: File Form URC-1
File Form URC-1 (Application for Registration of Existing Company) with ROC along with all required documents and prescribed fees.
Step 7: ROC/RD Approval & Certificate
ROC/Regional Director reviews application. Upon satisfaction, Certificate of Incorporation is issued. LLP stands dissolved.
Expert support throughout the process!
Post-Conversion Compliance:
After conversion, complete these important updates:
Open new company bank accounts
Apply for new GST Registration
Apply for Company PAN & TAN
Transfer/Re-apply licenses & permits
Novate contracts to new company
Update website & branding materials
Tax Compliance
File final ITR for LLP (upto conversion date). Apply for fresh PAN for company. Intimate Income Tax department about conversion through Form 49B. Follow capital gains exemption requirements under Section 47(xiiib).
Complete Documentation: All forms, MOA/AOA, and filings prepared.
Timely Execution: Process completed within 45-60 days.
Dedicated Support: Single point of contact throughout.
Transparent Pricing: All-inclusive package, no hidden charges.
Post-Conversion Help: Assistance with new registrations & compliance.
FAQs on LLP to Private Limited Conversion
Have questions about LLP to Private Limited Conversion? Here are answers to the most frequently asked questions.
These FAQs cover eligibility, process, tax implications, and effects of conversion.
Yes, any LLP can convert to Private Limited Company provided all partners consent, the LLP is compliant with filings, and there are no pending dues.
All partners become shareholders of the new company in proportion to their capital contribution (or as mutually agreed). At least 2 partners must also become directors.
The entire process typically takes 45-60 working days depending on ROC workload and creditor NOC timelines.
No, if conditions under Section 47(xiiib) are met: (a) all partners become shareholders, (b) shareholding proportional to capital, (c) partners don't receive any consideration other than shares, (d) shareholding maintained for 5 years.
All contracts and agreements of LLP are automatically assumed by the new company. Novation may be done for important contracts.
Yes, NOC from secured creditors is required. For unsecured creditors, a list with amounts must be provided to ROC.
Form URC-1 is the application form for registration of companies already registered under any previous law (including LLP) under Section 366 of Companies Act.
Some licenses transfer automatically, others need re-application. GST requires fresh registration. Professional licenses may need transfer application.
The company name should reflect the LLP business. "LLP" suffix is replaced with "Private Limited". Similar name is usually approved.
Government fees depend on authorized capital. Our complete package starts at ₹14,999 including professional fees and standard government charges.
No direct conversion is available. LLP can only convert to Private Limited (minimum 2 shareholders). If you want OPC, first convert to Pvt Ltd, then to OPC.
LLP bank accounts are closed. New accounts opened in company name. Fund transfer happens as part of closing process.
Yes, all Private Limited Companies require mandatory annual audit regardless of turnover (unlike LLP where audit limit is ₹40L turnover).
Pending cases continue against the new company. The company is the successor to all rights and liabilities of the LLP.
Yes, foreign partners become foreign shareholders. Ensure FDI compliance is maintained. Company structure actually offers more flexibility for foreign investment.
To claim capital gains exemption under Section 47(xiiib), shareholding pattern must be maintained for 5 years. Violation triggers tax liability.
Not automatically. Partners decide who becomes director. Minimum 2 directors required. Can be same or different from designated partners.
File all pending LLP returns before conversion. Final returns filed up to conversion date. Company then follows Companies Act filing requirements.
Yes, companies have more compliance: mandatory audit, board meetings (4/year), AGM, more ROC filings. But this is manageable with proper support.
