Documents Required for LLP to Pvt Ltd Conversion in India
Converting a Limited Liability Partnership to a Private Limited Company is a strategic move for businesses seeking limited liability protection and easier access to capital. This process involves significant regulatory changes under the Companies Act, 2013, requiring meticulous documentation to satisfy the Ministry of Corporate Affairs (MCA). At PNPC Global, we streamline this transition by ensuring all statutory forms are accurately prepared and filed within strict timelines.
Before you start
- Obtain Digital Signature Certificates (DSC) for at least two proposed directors.
Step-by-step
Step 1: Name Reservation
Apply to reserve the new company name using Form RUN-1 on the MCA portal. Ensure the name does not violate naming guidelines and is distinct from existing entities before proceeding with document preparation.
Step 2: Drafting Constitutional Documents
Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). These documents define the company's objectives, share capital structure, and internal governance rules specific to your business model.
Step 3: Collection of Identity & Address Proof
Gather KYC documents for all proposed directors and shareholders. Valid proofs include PAN cards, Aadhaar numbers, passport copies (for NRIs), and recent utility bills or rental agreements proving the registered office address.
Step 4: Financial Statement Preparation
Prepare audited financial statements of the LLP for the last two years. These are mandatory to demonstrate solvency during conversion, along with a declaration by all partners regarding their consent to convert.
Step 5: Filing Form INC-28
Submit Form INC-28 (Application for Conversion) on the MCA portal. This form must be accompanied by the signed MoA, AoA, and a detailed statement of assets and liabilities.
Step 6: Submission of Declaration
File Form INC-29 containing declarations from all partners confirming that no dues are payable to government departments or employees. This step is critical for avoiding future penalties during the conversion process.
Common mistakes to avoid
- Submitting incomplete KYC documents which leads to immediate rejection of the application.
- Failing to update the LLP's annual returns before initiating the conversion, causing a lapse in compliance status.
- Using outdated MoA templates that do not align with current MCA e-form requirements.
Frequently asked questions
Can I convert an inactive LLP?
Yes, but you must first file the necessary annual returns and statements of accounts for all pending years to clear any compliance lapses before applying for conversion.
Is a physical stamp paper required for MoA/AoA in 2026?
No. As per current MCA digitalization norms, the Memorandum and Articles of Association must be drafted digitally on plain A4 sheets or generated directly within the e-form interface.
What happens to existing LLP bank accounts after conversion?
The existing bank account becomes invalid immediately upon approval. You are required to open a new current account in the name of the newly formed Private Limited Company using fresh KYC documents.
Prefer we handle LLP to Private Limited & Vice Versa?
Our team in India & UAE completes every step above for clients daily — accurately and on time.