Company Conversion
Limited Liability Partnership to Private Limited Company
Manage Your Company ConversionA Limited Liability Partnership is a hybrid entity combining aspects of a partnership and a company, with an identity separate from its partners. Many small and medium enterprises convert into Private Limited Companies for greater growth or to raise equity capital.
Eligibility requires at least 2 partners (reduced from a higher threshold under the Companies Amendment Act, 2017), advertisement of the conversion in local and national newspapers, and a No Objection Certificate from the RoC where the LLP was registered.
Procedure for Conversion
- 1
Meeting of Partners
Partners convene, consent, and pass a resolution for conversion, authorising one or more designated partners to execute the necessary papers and documents.
- 2
Approval of Name
The business can keep its LLP name with "Private Limited" or "Limited" added — unless that name is already taken, in which case a new name must be reserved via the MCA portal (valid 60 days).
- 3
Obtaining DIN and DSC
Apply for a Director Identification Number for each director in Form DIR-3, with ID and address proof.
- 4
Advertising in Two Newspapers
Advertise the conversion in Form URC-2, in one vernacular newspaper local to the LLP's district and one national English newspaper.
- 5
Filing Application with RoC
File Form URC-1 with member and director details, affidavits, the LLP agreement, capital statement, creditor consent, financial statements, and the latest income tax return.
- 6
Filing INC-32, INC-33, and INC-34
File these e-forms alongside URC-1, with standard incorporation attachments such as the MOA, AOA, INC-9, and DIR-2.
Documents Required
- List of members' names, addresses, occupations, and shareholdings
- Proposed first directors' details — names, DIN, passport number, address, and other directorships
- Affidavit from each proposed director confirming eligibility under Section 164(1) and accuracy of filed documents
- List of LLP partners, the LLP agreement, and verified Certificate of Registration
- Statement of nominal share capital and share allocation
- Written consent or NOC from all secured creditors
- Copy of the newspaper advertisement and auditor-certified statement of accounts
- Copy of the latest income tax return
- Undertaking on compliance with the Indian Stamp Act, 1899
Frequently Asked Questions
What are the benefits of this conversion?
More growth potential, easier fundraising, a separate legal existence, and limited liability for owners — often pursued to infuse equity capital.
How many partners does an LLP need to be eligible?
At least 2 partners, with approval from all partners required to initiate the conversion.
Manage Your Company Conversion
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