LLP to Pvt Ltd Conversion — Post-Registration Compliance Guide
Converting an LLP to a Private Limited Company in India is not merely a change of name; it triggers a complete shift in statutory obligations. Upon successful conversion and issuance of the Certificate of Incorporation (COI), your entity transitions from LLP Act compliance under Section 84 of the Companies Act, 2013 to standard corporate governance requirements. This guide outlines critical post-registration tasks including mandatory filings with MCA, GST registration updates, bank account re-structuring, and adherence to new timelines for AGM and financial statement audits. With over four decades of expertise across India and UAE, PNPC Global ensures your transition is seamless and compliant. We handle the complexity so you can focus on growth, ensuring that no statutory deadline slips through the cracks during this critical phase.
Before you start
- Obtain Certificate of Incorporation (COI) from MCA
- Update GSTIN with new PAN/CIN details within 30 days
- Open a current bank account in the name of the Private Limited Company
Step-by-step
File Form INC-28 and e-MoA/LoA Updates
Within thirty (3) months from the date of conversion, you must file Form INC-28 with the Registrar to confirm that your Memorandum and Articles of Association align with new business activities. Ensure all share allotment details are reflected in the updated e-MoA before filing.
Update GST Registration Details
Visit the GST portal (gst.gov.in) to update your PAN, CIN, and registered address within thirty days of receiving the COI. Failure to do so may attract penalties under Section 122 of the CGST Act for maintaining incorrect details.
File Form INC-36 (Annual Return)
Unlike LLPs which file annually, new companies must ensure their first Annual Return is filed within sixty days from the end of the financial year. This includes listing all shareholders and directors holding office during that period.
Appoint Statutory Auditors
If your company turnover exceeds ₹4 crores or paid-up capital crosses ₹10 lakhs, you are legally required to appoint a practicing Chartered Accountant as an auditor within thirty days of incorporation. File Form ADT-3 with the Registrar to record this appointment.
File Initial Financial Statements
Prepare and file your first Balance Sheet, Profit & Loss Statement, and Cash Flow statement via MCA21 within thirty days from the end of the financial year. These documents must be signed by two directors or a director and the company secretary.
Hold First Board Meeting
Conduct your first board meeting to approve the initial accounts, fix dividend policy if applicable, and ratify any pre-incorporation contracts. Minutes of this meeting must be filed via Form MGT-14 within thirty days.
Update PAN Card Details
Visit NSDL or UTI Clearing Centre to update your Permanent Account Number (PAN) details with the new CIN and address. This is crucial for TDS compliance and future tax filings under Section 139 of the Income Tax Act.
Common mistakes to avoid
- Failing to file Form INC-28 within thirty months, leading to default status.
- Not updating GSTIN details promptly, resulting in mismatched ITC claims and notices.
- Neglecting the appointment of a statutory auditor for eligible companies.
Frequently asked questions
How long do I have to file Form INC-28 after conversion?
You must file Form INC-28 within thirty months from the date of obtaining the Certificate of Incorporation. This form confirms that your Articles of Association are in compliance with current laws.
Is a new PAN card required for the converted company?
No, you retain your existing LLP PAN as it is now linked to the Private Limited entity via Form INC-28. However, you must update the address and CIN details on the GST portal.
What happens if I miss the deadline for filing financial statements?
Late filing attracts a penalty of ₹100 per day under Section 91(2) of the Companies Act, capped at ₹5 lakhs. Additionally, your DIN may be suspended until compliance is met.
Can I continue operating as an LLP while conversion is pending?
No, once the application for conversion is accepted by MCA, you must cease LLP operations immediately and operate strictly under company laws to avoid dual liability issues.
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