Convert your LLP to a Private Limited Company - complete CA/CS-assisted service

The conversion process involves: (1) All LLP partners pass a resolution approving the conversion and provide NOCs, (2) Draft the conversion scheme specifying asset transfer, share allocation, and management structure, (3) Incorporate the new Pvt Ltd company with SPICe+ (MoA, AoA, directors, shareholders), (4) File Form INC-23 with ROC for approval of the conversion scheme, (5) Transfer all assets, licenses, and approvals to the new company, (6) Wind up the LLP voluntarily by filing Form 24. The entire process takes 30-45 working days.

Form INC-23 is the form for filing a scheme of arrangement or conversion with the ROC under Section 41 of the Companies Act, 2013. It is used when an LLP is being converted to a company. The form includes the conversion scheme, LLP partner approval resolution, NOCs, financial statements, and a valuation report. The ROC reviews and approves the scheme before the conversion takes effect.

Yes. All LLP partners must consent to the conversion by providing a No Objection Certificate (NOC). The conversion scheme must be approved by partners holding at least 3/4th in value of the LLP contribution. Any partner who dissents can potentially challenge the conversion, so unanimous consent is strongly recommended.

After the new company is operational and all assets are transferred, the LLP is wound up voluntarily. This is done by filing Form 24 with the ROC under Section 74 of the LLP Act, 2008. Form 24 declares that the LLP has no liabilities, no pending legal proceedings, and that all assets have been distributed. The ROC then strikes off the LLP from its register.

The conversion can trigger tax implications for the partners: (1) Capital gains on transfer of LLP interest to the new company - the difference between the consideration received and the cost of acquisition is taxable, (2) Stamp duty on the asset transfer from LLP to company, (3) The LLP's accumulated profits may be taxed in the hands of the partners as dividend or profit sharing. We recommend consulting a CA for detailed tax planning before conversion.

Shares in the new Pvt Ltd company are typically allocated to the LLP partners in the same proportion as their contribution in the LLP. For example, if Partner A had 60% contribution and Partner B had 40%, they receive 60% and 40% of the new company's shares respectively. This ensures continuity of ownership. The share capital of the new company should be at least equal to the LLP's capital for a clean transfer.

Yes. The new company can have a completely different name from the LLP. The RUN form is filed to reserve the desired new name. However, if you want to keep the same brand name, you can choose a similar name for the company. The name is subject to MCA's availability check and naming guidelines under Section 4(2) of the Companies Act.

All contracts, licenses, and approvals must be transferred or novated to the new company. This includes: GST registration (Form GST REG-14 for change of legal entity), PAN (Form 49A with new CoI), IEC (re-application or amendment), bank accounts (close LLP account, open company account), FSSAI license, shop establishment registration, and all client/vendor contracts. We maintain a checklist and facilitate each transfer.

Conversion under Section 41 involves a formal conversion scheme approved by the ROC, where the new company takes over the LLP's business and liabilities. Simply incorporating a new company and closing the LLP separately (without Section 41) does not automatically transfer the LLP's assets and liabilities - each contract and license must be separately transferred. The Section 41 conversion is cleaner legally but takes longer.

No. A Private Limited Company requires a minimum of 2 directors and 2 shareholders. An LLP with only one partner cannot convert directly. The single partner would need to bring in at least one more partner in the LLP first, or alternatively, the single partner can directly incorporate a new One Person Company (OPC) under Section 2(62) of the Companies Act.

The conversion scheme must address how outstanding loans and liabilities will be handled. Typically, the new company assumes the LLP's liabilities, and lenders are informed of the conversion. If any lender has a charge on LLP assets, their consent (NOC) must be obtained for the asset transfer. We advise disclosing all liabilities in the conversion scheme and obtaining necessary NOCs.

After the new company is operational and all assets are transferred, filing Form 24 with the ROC typically takes 10-15 working days for processing. The ROC may issue a notice if there are pending compliances. Once Form 24 is approved, the LLP is struck off from the ROC register and ceases to exist as a legal entity.

Yes. The LLP can continue its business operations during the conversion process. However, once the new company is operational, you should gradually transition all business to the new company and stop the LLP's operations. Running both entities simultaneously for an extended period may raise tax scrutiny - the Income Tax Department may view it as two separate businesses.

Government fees include: RUN form (₹1,000), SPICe+ (nil for most companies), Form INC-23 (₹6,000-20,000 based on capital), Form 24 for LLP winding up (nil), and stamp duty on MoA (₹200-1,000, state-dependent). Total government fees: approximately ₹7,200-22,000. Our professional fee starts from ₹14,999 for the Basic plan.

Yes, but it is less common. The reverse conversion (company to LLP) is done under Section 55 of the Companies Act, 2013, and also involves a conversion scheme approved by NCLT (National Company Law Tribunal). The process is more complex and time-consuming than LLP to company conversion. We recommend thorough planning before converting to a company, as reversing the decision requires NCLT involvement.