Convert LLP to Private Limited Company
Complete conversion of LLP to Private Limited Company — creditor NOC, FiLLiP/SPICe+ filing, ROC approval, transfer of assets and liabilities, minimum 2 directors and share capital structuring.
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What is Conversion of LLP to Pvt. Ltd.?
Converting an LLP to a Private Limited Company allows partners to benefit from the corporate advantages of a company — limited liability as shareholders, ability to raise equity funding, ESOP issuance, and a more structured governance framework attractive to institutional investors. The conversion process is governed by Section 366–374 of the Companies Act, 2013 and Schedule III thereto. The process requires: obtaining a No Objection Certificate (NOC) from all secured creditors and partners; publishing notice in a newspaper about the intended conversion; filing the application for incorporation using SPICe+ or the applicable form with the ROC; and obtaining a fresh Certificate of Incorporation. The LLP is then deemed dissolved without winding up, and all assets, liabilities, employees, and contracts automatically transfer to the new company. All partners become shareholders in proportion to their LLP contribution, unless otherwise agreed.
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Key Aspects of LLP to Company Conversion
Creditor NOC Requirement
All secured creditors and unsecured creditors (if any objection) must provide No Objection for the conversion. Creditor consent is a prerequisite for ROC filing.
Newspaper Publication
Publish conversion notice in 2 newspapers (1 English, 1 vernacular) in the state of the LLP's registered office to invite objections from creditors and public.
Minimum 2 Directors & Share Capital
The new Pvt. Ltd. must have minimum 2 directors and 2 shareholders. All LLP partners become shareholders proportional to their contribution unless otherwise agreed.
Asset & Liability Transfer
On conversion, all LLP assets, liabilities, agreements, and employees transfer to the new company by operation of law. No separate transfer deed is required.
Eligibility & Requirements
How to Convert LLP to Pvt. Ltd.
The conversion involves multiple parallel tracks — creditor NOC, newspaper notice, and ROC filing. Our team coordinates all steps.
1Step 1: Partners Resolution & Creditor NOC
Pass resolution of all partners consenting to conversion. Obtain NOC from all secured creditors. Issue individual intimation to creditors about the proposed conversion.
2Step 2: Newspaper Notice Publication
Publish notice in 2 newspapers within 21 days of filing application. Wait for objection period. Address any creditor objections before proceeding.
3Step 3: File Incorporation Application
File SPICe+ with all required documents — MOA, AOA, shareholder details, director KYC, registered office proof. Pay applicable fees and stamp duty.
4Step 4: Receive COI & Close LLP
ROC issues Certificate of Incorporation for the new Pvt. Ltd. LLP is deemed dissolved. Transfer tax registrations, bank accounts, and contracts to the new entity.
Post-conversion, we assist with PAN/TAN update, GST registration transfer, bank account update, and first-year compliance setup for the new company.
Documents Required
LLP Documents
- LLP Certificate of Incorporation
- LLP Agreement (latest version)
- Audited Financial Statements
Creditor & Partner Documents
- NOC from all secured creditors
- Consent of all LLP partners
- List of assets and liabilities
New Company Documents
- Draft MOA and AOA for new Pvt. Ltd.
- KYC of proposed directors
- Registered office proof for new company
Post-Registration Compliance
LLP Filing Before Conversion
Ensure all pending LLP annual returns (Form 11 and Form 8) are filed up to date before initiating conversion. No pending defaults should exist.
Income Tax Continuity
Tax losses and unabsorbed depreciation of the LLP can be carried forward by the new company under Section 72A if all conditions of the conversion are met.
GST Registration Transfer
Apply for GST amendment or fresh GST registration for the new company. Cancel the old LLP's GSTIN after ensuring all pending returns are filed.
Contract Novation
Although assets and liabilities transfer by law, key commercial contracts (especially those with "change of control" clauses) may require explicit novation with the counter-party.
Common Questions
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