Conversion of LLP to Private Limited Company
Section 366 Companies Act 2013 | Chapter XXI Part I | Tax-Neutral Transition | Form URC-1 & SPICe+
Transform your LLP into a Private Limited Company to raise venture capital and issue equity shares with Practicing Company Secretaries and corporate restructuring advocates. We manage the entire statutory conversion under Chapter XXI of the Companies Act 2013, ensuring continuity of business, tax neutrality under Section 47(xiii), and zero loss of existing brand value.
Under Section 366 of the Companies Act 2013, an existing Limited Liability Partnership (LLP) with minimum 2 partners can convert into a Private Limited Company. This transition is essential for startups seeking equity funding, issuing ESOPs, or expanding into corporate joint ventures.
- 100% statutory conversion under Section 366 without dissolving the LLP
- Tax-neutral capital gains exemption under Section 47(xiii) of Income Tax Act
- Newspaper advertisement publication in English and Vernacular dailies (Form URC-2)
- Fast-track MCA V3 e-filing (Form URC-1 & SPICe+ Part B) with zero defects
Why Choose Conversion of LLP to Private Limited Company?
LLPs cannot raise equity funding, issue preference shares (CCPS), or grant Employee Stock Options (ESOPs). Converting to a Private Limited Company unlocks venture capital while preserving your existing contracts, PAN, and business goodwill.
Raise Venture Capital & Angel Investment
Enable equity dilution and issue CCPS/Equity shares required by VCs, angel networks, and private equity.
Issue Employee Stock Options (ESOPs)
Attract and retain top executive and tech talent by setting up legally valid ESOP equity pools.
Seamless Business Continuity
All assets, liabilities, bank accounts, intellectual property, and licenses automatically vest in the new company.
Capital Gains Tax Neutrality
Enjoy complete capital gains tax exemption under Section 47(xiii) of the Income Tax Act 1961.
Turnkey Statutory Notice Management
We handle mandatory 21-day public notices in English and regional daily newspapers.
End-to-End CS Representation
Practicing Company Secretaries handle name reservation (RUN), URC-1, and SPICe+ incorporation with zero hassle.
Comprehensive Conversion of LLP to Private Limited Company Offerings
Our conversion advisory covers name reservation, public notice, URC-1 petition, and SPICe+ incorporation.
1. Pre-Conversion Eligibility & Partner Consent
- Verifying LLP compliance (all annual Form 8 and Form 11 returns must be filed up-to-date)
- Obtaining written unanimous consent of all existing partners for conversion
- Preparation of Statement of Accounts (certified by CA) not older than 15 days
- Reservation of company name through MCA RUN-LLP / SPICe+ Part A portal
2. Public Notice & Newspaper Advertisement (URC-2)
- Publishing statutory notice in Form URC-2 in 2 daily newspapers (English & Vernacular)
- Providing 21 days for public/creditor objections from the date of publication
- Serving individual written notices to all secured creditors and statutory bodies
- Securing written No Objection Certificates (NOC) from all creditors
3. Filing Form URC-1 with Registrar of Companies
- Filing e-Form URC-1 (Application by company for registration under Chapter XXI)
- Attaching CA-certified Statement of Accounts, asset/liability list, and member particulars
- Attaching newspaper advertisement copies, creditor NOCs, and partner declarations
- PCS pre-certification and scrutiny review
4. Filing SPICe+ & Certificate of Incorporation
- Filing SPICe+ Part B, e-MOA (INC-33), e-AOA (INC-34), and AGILE-PRO-S
- Allotment of Director Identification Numbers (DIN) and issue of PAN, TAN, and EPFO/ESIC
- Grant of fresh Certificate of Incorporation (COI) by Central Registration Centre (CRC)
- Automatic statutory vesting of all LLP property in the newly incorporated company
Step-by-Step Conversion of LLP to Private Limited Company Execution Process
Step 1: Partner Consent & Statement of Accounts
Passing partners' resolution, appointing CA to audit financials, and preparing Statement of Accounts within 15 days of filing.
Step 2: Name Reservation & Newspaper Notice (URC-2)
Reserving name on MCA portal and publishing mandatory 21-day public notice in English and regional newspapers.
Step 3: Filing Form URC-1 with ROC
Filing e-Form URC-1 along with partner consents, CA certificates, and newspaper clippings.
Step 4: Filing SPICe+ Incorporation Forms
Submitting SPICe+ Part B, e-MOA, e-AOA, and AGILE-PRO-S for final incorporation.
Step 5: Grant of Certificate of Incorporation
Registrar of Companies issues Certificate of Incorporation (COI) and new CIN, completing the conversion.
Documents Required for Conversion of LLP to Private Limited Company
LLP & Financial Documents
- LLP Agreement & Amendments: Certified copies of initial LLP Agreement and all subsequent supplementary deeds
- LLP Incorporation Certificate: Original Certificate of Incorporation issued by ROC
- CA Statement of Accounts: Audited Statement of Accounts prepared within 15 days of URC-1 filing
- Annual Return Receipts: Challan copies of Form 8 and Form 11 filed for all preceding financial years
Public Notices & Creditor NOCs
- Newspaper Clippings: Full page clippings of English and Vernacular newspaper advertisements (Form URC-2)
- Creditor NOCs: Written No Objection Certificates from all secured and unsecured creditors
- Declaration of Partners: Affidavit by all partners confirming compliance with statutory rules
- Declaration of Assets: Certified statement of all movable and immovable assets and liabilities of the LLP
Director & Member KYC Files
- Partner KYC: PAN, Aadhaar/Passport, and bank statements of all converting partners
- DIN & DSC: Valid Class-3 Digital Signature Certificates of designated partners/directors
- DIR-2 & DIR-8: Consent to act as director and non-disqualification declarations
- Registered Office Proof: Electricity bill, rent agreement, and landlord NOC for company registered office
Why Choose Lawful Journey?
Senior CS & Advocate Leadership
Direct supervision by qualified Company Secretaries and corporate advocates with 15+ years of specialized experience in statutory compliance, certification, and corporate law.
Pre-Filing Quality Review
Structured document reviews help identify missing information, inconsistencies, and filing risks before submission to the relevant authority.
Fast-Track Turnaround
Streamlined internal workflows, digital portal filing acceleration, and dedicated case managers keeping you updated at every single milestone.
End-to-End Confidentiality
Bank-grade data confidentiality and legally binding NDAs protecting your business records, proprietary technical data, and corporate filings.
Transparent Fixed Pricing
Clear, all-inclusive professional fees without hidden charges or surprise surcharges. Complete clarity before filing begins.
Post-Approval Support
Ongoing compliance tracking, annual renewal reminders, statutory register updates, and dedicated helpline for all future legal requirements.
Frequently Asked Questions
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Yes. Under Section 47(xiii) of the Income Tax Act 1961, the conversion of an LLP into a company is completely exempt from capital gains tax, provided all partners become shareholders in the same proportion as their capital accounts and receive no other consideration.
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Under Section 368 of the Companies Act, all movable and immovable property, bank balances, actionable claims, and contracts automatically vest in the new company without requiring individual conveyance deeds.
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No. The ROC will reject Form URC-1 if any annual return (Form 8 or Form 11) is overdue. All past compliances must be fully completed before initiating conversion.
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Conversion under Section 366 is superior because it preserves the operational track record, past financial history, vendor contracts, GST registration age, and brand goodwill, which are lost when starting a fresh company.
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A minimum of 2 partners are required to convert an LLP into a Private Limited Company.
Ready to Get Started with Conversion of LLP to Private Limited Company?
Schedule a confidential consultation with our Senior Company Secretaries and Legal Advisors. We provide strategic guidance, document preparation, and fast-track execution.
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