How to Get 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 equity financing. This process involves transferring assets from the LLP structure to a new corporate entity while ensuring seamless compliance with both the Companies Act, 2013 (as amended) and the LLP Act, 2008. At PNPC Global, we streamline this transition by handling complex documentation for you. Our team manages everything from drafting Memorandums of Association to filing Form INC-24A on the MCA portal, ensuring your business remains operational throughout the conversion process without disruption.
Before you start
- Obtain a Digital Signature Certificate (DSC) and Director Identification Number (DDIN) for all proposed directors.
Step-by-step
Step 1: Name Reservation
Apply to the Registrar of Companies (RoC) via Form INC-24A to reserve a unique name for your new Private Limited Company. Ensure the name does not infringe on existing trademarks and includes 'Private Limited' or its abbreviation.
Step 2: Drafting Constitutional Documents
Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). These documents define your company's scope, capital structure, and internal governance rules tailored to your specific business needs.
Step 3: Shareholder Consent & Capitalization
Secure written consent from all LLP partners acting as subscribers. Determine the authorized share capital (minimum ₹1 lakh) and decide on equity distribution among directors or investors before filing incorporation forms.
Step 4: Filing Incorporation Forms
Submit Form INC-32 along with MoA, AoA, KYC documents of subscribers/directors, and the signed consent letter to the RoC. Simultaneously file Form LLP-10 (Surrender) at your existing LLP office to initiate deregistration.
Step 5: Issuance of Certificate
Upon verification, the Registrar issues a Certificate of Incorporation within 7–20 days. This certificate legally transforms you into a Private Limited Company with a new Corporate Identity Number (CIN).
Step 6: Asset Transfer & Closure
Execute an asset transfer agreement to move bank accounts, IP rights, and physical assets from the LLP entity to the Pvt Ltd. File Form INC-24A for final closure of the old LLP registration.
Step 7: Post-Incorporation Compliance
Register with GSTN if applicable (using new PAN), open a current bank account in the company name, and obtain necessary licenses. Ensure you file your first Annual Return within six months of incorporation.
Common mistakes to avoid
- Failing to transfer assets formally results in double taxation or legal disputes over ownership.
- Ignoring the deadline for filing Form INC-24A after name approval, leading to rejection.
- Not updating PAN and TAN details with banks during asset migration.
Frequently asked questions
How long does an LLP to Pvt Ltd conversion take?
Typically, the entire process takes between 30 to 45 days depending on RoC verification speed and whether you have all documents ready. Name reservation alone can be done in a few hours.
Do I need to pay stamp duty for conversion?
Yes, state-specific stamp duties apply when transferring assets from the LLP to the new company or executing share transfer agreements during incorporation.
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.