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Ready to Convert Your LLP to a Private Limited Company?
Get expert-assisted Form URC-1 filing with complete documentation support from IncorpX
Simple Process
Here's How It Works
01
Fill the Form
Simply fill the above form to get started.
02
Call to discuss
Our startup expert will connect with you & complete legalities.
03
Convert LLP to Private Limited
Expert CA/CS professionals handle your entire LLP to Pvt Ltd conversion.
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LLP to Private Limited Conversion Package
From ₹9999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
Pre-Conversion Compliance Audit
Partner Consent Resolution Drafting
Name Reservation via RUN/SPICe+ Part A
Digital Signature Certificate Assistance
Newspaper Publication (Form URC-2)
Creditor NOC Coordination
Form URC-1 Preparation and Filing
SPICe+ (INC-32) Filing
MOA and AOA Drafting (e-MOA, e-AOA)
DIR-2 and INC-9 Filing
Certificate of Incorporation
PAN, TAN, GST via AGILE-PRO-S
Post-Conversion Compliance Support
*Government fees are additional and vary based on company structure
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Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
What is LLP to Private Limited Company Conversion?
LLP to Private Limited Company conversion is the legal process of transforming a Limited Liability Partnership into a Private Limited Company under Section 366 of the Companies Act, 2013 and Section 56 of the LLP Act, 2008. Upon conversion, all assets, liabilities, contracts, and legal proceedings of the LLP transfer automatically to the new company.
This conversion is not the same as closing the LLP and starting a new company. It is a continuity-based transformation where the business entity changes its legal form while retaining its operational history. The LLP is deemed dissolved from the date of incorporation of the new Private Limited Company. Partners become shareholders, the LLP Agreement is replaced by a Memorandum of Association (MOA) and Articles of Association (AOA), and the DPIN of each designated partner converts to a Director Identification Number (DIN).
Businesses typically pursue this conversion to raise equity funding, issue Employee Stock Option Plans (ESOPs), attract foreign direct investment, or gain recognition under Private Limited Company registration benefits. The conversion preserves all existing contracts, licences, bank accounts, and operational goodwill. Unlike starting a fresh LLP registration or a new company, conversion maintains legal and financial continuity through the provisions of the Fourth Schedule of the Companies Act, 2013.
The conversion is governed by Section 366 to 374 (Chapter XXI, Part I) of the Companies Act, 2013, read with Rule 20 of Companies (Authorized to Register) Rules, 2014. The primary filing is Form URC-1 with the Registrar of Companies. On the LLP side, Section 56 and the Third Schedule of the LLP Act, 2008 authorize this conversion.
Registrar of Companies (RoC), Ministry of Corporate Affairs
Primary Form
Form URC-1 (filed with SPICe+)
Processing Time
15 to 30 working days
Government Fee
₹2,500 to ₹8,500 (based on authorized capital)
Professional Fee (IncorpX)
Starting at ₹9,999
Newspaper Publication
Mandatory in Form URC-2 (21 clear days waiting period)
Tax Exemption
Capital gains exempt under Section 47(xiiib) of Income Tax Act
Benefits of Converting LLP to Private Limited Company
Converting from an LLP to a Private Limited Company structure opens up funding, talent acquisition, and growth opportunities that the LLP framework does not support. Here are the 8 primary benefits:
Equity Funding Access
Private Limited Companies can issue equity shares to angel investors, venture capital firms, and private equity funds. LLPs cannot issue equity shares. Over 95% of VC-backed startups in India operate as Private Limited Companies.
ESOP Capability
Companies can create Employee Stock Option Plans under Section 62(1)(b) of the Companies Act, 2013 to attract and retain key talent. LLPs have no legal framework for offering equity-based incentives to employees.
Easier Foreign Investment
Private Limited Companies receive FDI under the automatic route in most sectors with no RBI approval needed. LLPs can receive FDI only in sectors where 100% FDI is permitted under the automatic route, limiting options.
Startup India Recognition
DPIIT-recognized startups registered as companies can claim 3-year tax holiday under Section 80-IAC, angel tax exemption under Section 56(2)(viib), and access to the Fund of Funds. Company structure is required by most accelerators.
Capital Gains Tax Exemption
Transfer of LLP assets to the company during conversion is exempt from capital gains tax under Section 47(xiiib) of the Income Tax Act, provided partners retain at least 50% shareholding for 5 years post-conversion.
Automatic Asset Transfer
All properties, rights, assets, and liabilities transfer automatically to the new company under the Fourth Schedule of the Companies Act. No separate transfer deeds or novation agreements are required for movable assets.
Better Exit and Valuation
Companies command higher valuation multiples than LLPs. Share transfers are simpler through Form SH-4, and the company structure supports M&A transactions, strategic acquisitions, and potential future IPO listing.
Business Continuity
Existing contracts, licences, GST registrations (after re-registration), and brand goodwill remain intact. Clients, vendors, and government agencies recognize the entity continuity under the Fourth Schedule provisions.
Talk to our CA/CS professionals about your conversion.
Eligibility Criteria for LLP to Pvt Ltd Conversion
Not every LLP can file for conversion immediately. The following eligibility conditions must be satisfied before submitting Form URC-1:
Requirement
Details
Minimum Partners
At least 2 partners (to meet the minimum of 2 shareholders and 2 directors for a Private Limited Company)
Partner Consent
Written consent of all partners is mandatory. Unanimous approval required through a partners' resolution.
Compliance Status
All LLP annual filings (Form 8 and Form 11) must be up to date. No pending returns or overdue filings.
Outstanding Dues
No pending penalties, prosecution, or dues to the Registrar of Companies or Income Tax department.
Creditor NOC
Written NOC from all secured creditors. Declaration of no secured creditors if applicable.
Financial Statements
CA-certified Statement of Assets and Liabilities (not older than 30 days from filing date)
Shareholding Pattern
All partners must become shareholders in the same proportion as their capital contribution in the LLP
Resident Director
At least 1 proposed director must have stayed in India for 182 or more days in the previous calendar year
RoC frequently rejects Form URC-1 applications when LLP annual returns (Form 8 or Form 11) are pending, when the Statement of Assets and Liabilities is older than 30 days, or when newspaper publication proof does not meet the 21-day waiting requirement. Verify LLP compliance requirements before starting the conversion process.
Step-by-Step Process to Convert LLP to Private Limited Company
The LLP to Private Limited Company conversion involves 8 steps and takes 15 to 30 working days to complete. Total cost ranges from ₹15,000 to ₹35,000 including government fees, stamp duty, and professional fees. Read our detailed guide on LLP to Pvt Ltd conversion procedure for additional context.
Step 1: Obtain Consent of All Partners
Convene a partners' meeting and pass a resolution approving the conversion of the LLP to a Private Limited Company. All partners must give written consent. Authorize at least 2 partners to execute the conversion documents and file forms with the Registrar of Companies. Decide the shareholding pattern, which must be proportional to each partner's capital contribution in the LLP.
Timeline: 1 to 2 working days
Step 2: Verify and Complete LLP Compliance
File all pending LLP annual returns (Form 11) and Statement of Account and Solvency (Form 8) with the RoC. Clear any outstanding penalties or late filing fees. Ensure the LLP Agreement and all supplementary agreements are filed and current. An LLP with pending filings will face rejection at the URC-1 stage.
Step 3: Reserve Company Name via RUN or SPICe+ Part A
Apply for name reservation through the RUN (Reserve Unique Name) service or SPICe+ Part A on the MCA portal. The company name must follow the format: existing LLP name with "Private Limited" replacing "LLP." For example, "ABC Consultants LLP" becomes "ABC Consultants Private Limited." No other name change is permitted during conversion.
Portal: MCA V3 Portal | Fee: ₹1,000 | Timeline: 1 to 3 working days
Step 4: Obtain DSC and Apply for DIN
Obtain Class 3 Digital Signature Certificates (DSC) for all partners who will become directors. Apply for Director Identification Number (DIN) if partners do not already have one. Existing DPIN numbers convert to DIN upon successful incorporation, so partners with active DPIN do not need a separate DIN application.
Fee: ₹1,000 to ₹2,000 per DSC | Timeline: 1 to 3 working days
Publish a notice of intended conversion in Form URC-2 in 1 English and 1 vernacular language newspaper circulating in the district of the LLP's registered office. The notice invites objections from creditors and the public. A mandatory 21 clear days waiting period must elapse after publication before filing Form URC-1. This is the longest step in the entire process.
Form: URC-2 | Fee: ₹2,000 to ₹5,000 | Timeline: 21 to 25 working days (including waiting period)
Step 6: Obtain NOC from RoC and Creditors
Obtain No Objection Certificate from the jurisdictional Registrar of Companies where the LLP is registered. Secure written NOC from all secured creditors of the LLP. If the LLP has no secured creditors, file a declaration to that effect signed by all partners. This declaration is attached to Form URC-1 as supporting evidence.
Timeline: 3 to 7 working days
Step 7: File Form URC-1 and SPICe+ with MCA
File Form URC-1 (application for registration of conversion) along with SPICe+ (INC-32), e-MOA, e-AOA, DIR-2, and INC-9 with the Central Registration Centre. Attach the CA-certified Statement of Assets and Liabilities, list of creditors, newspaper clippings, creditor NOC, and partner details. Pay government fees based on the authorized capital slab (₹500 to ₹5,000 for URC-1).
Portal:MCA SPICe+ | Fee: ₹500 to ₹5,000 | Timeline: 3 to 7 working days
Step 8: Obtain Certificate of Incorporation
The Registrar of Companies reviews all documents and, upon satisfaction, issues the Certificate of Incorporation in the company name. The LLP is deemed dissolved from the date of incorporation. PAN and TAN are allotted automatically through SPICe+. GSTIN, EPFO, and ESIC registrations are processed via AGILE-PRO-S. All assets and liabilities transfer to the new Private Limited Company.
Timeline: 3 to 5 working days
Do not file Form URC-1 before the 21-day newspaper waiting period expires. Do not use a Statement of Assets and Liabilities older than 30 days. Ensure all partner DSCs are valid and not expired at the time of filing. Missing even one partner's consent letter results in automatic rejection by the RoC.
Expert CA/CS professionals handle all 8 steps for you.
Documents Required for LLP to Company Conversion
Organize the following documents before starting the conversion. All documents must be self-attested and notarized where specified.
LLP Documents
LLP AgreementOriginal agreement and all supplementary/amended agreements, notarized copies
LLP Incorporation CertificateCopy of the original certificate issued by RoC
Statement of Account and Solvency (Form 8)Filed and up-to-date for all financial years
Annual Return (Form 11)Filed and up-to-date for all financial years
Audited Financial StatementsFor the current and previous financial years
CA-Certified Statement of Assets and LiabilitiesNot older than 30 days from filing date
List of CreditorsComplete list with names, addresses, and amounts owed
Income Tax ReturnsITR acknowledgments for the last 3 financial years
LLP PAN CardCopy of the LLP's PAN
Partner/Director Documents
PAN CardSelf-attested copy for all partners
Aadhaar CardSelf-attested copy for all partners
Address ProofUtility bill or bank statement not older than 2 months
Passport-Size PhotographsRecent photographs of all partners
Digital Signature Certificate (DSC)Class 3 DSC for all proposed directors
DIR-2Consent to act as director, signed by each proposed director
INC-9Declaration by first directors and subscribers
Conversion-Specific Documents
Partners' Consent ResolutionWritten consent of all partners approving conversion
Newspaper Clippings (Form URC-2)Published in 1 English and 1 vernacular newspaper
NOC from Secured CreditorsWritten consent from every secured creditor, or declaration of absence
NOC from Registrar of CompaniesObtained from jurisdictional RoC
Draft MOA and AOAMemorandum and Articles of Association for the new company
Registered Office ProofOwnership deed or rent agreement with NOC from landlord and utility bill
Keep scanned colour copies of all documents in PDF format (below 2 MB each) ready before starting the MCA filing. The CA-certified Statement of Assets and Liabilities has a 30-day validity, so get it prepared only after the 21-day newspaper waiting period is nearly complete.
LLP to Private Limited Company Conversion Cost in 2026
The total cost of converting an LLP to a Private Limited Company ranges from ₹15,000 to ₹35,000 depending on the authorized capital and state of registration. Here is the detailed breakdown:
Cost Component
Amount (₹)
Notes
IncorpX Professional Fee
₹9,999
Includes all documentation, drafting, and filing
Form URC-1 Filing Fee
₹500 to ₹5,000
Based on authorized capital slab
SPICe+ Filing Fee
₹500 to ₹2,000
Incorporation form fee
Name Reservation (RUN)
₹1,000
Per application
DIN Application
₹500 per director
Only if new DIN needed (DPIN converts automatically)
Digital Signature Certificate
₹1,000 to ₹2,000
Per person, Class 3 DSC, valid for 2 years
Stamp Duty (MOA and AOA)
₹1,000 to ₹15,000
Varies by state (see state-wise table below)
Newspaper Publication
₹2,000 to ₹5,000
Form URC-2 in 1 English + 1 vernacular newspaper
Total Estimated Cost
₹15,000 to ₹35,000
Depends on authorized capital and state
State-Wise Stamp Duty on MOA and AOA (2026)
State
Stamp Duty Range (₹)
Notes
Maharashtra
₹5,000 to ₹15,000
Based on authorized capital; highest among major states
Karnataka
₹3,000 to ₹8,000
Moderate rates for tech hubs like Bengaluru
Delhi
₹1,000 to ₹5,000
Lower rates compared to Maharashtra
Tamil Nadu
₹2,000 to ₹6,000
Calculated on authorized share capital
Gujarat
₹1,500 to ₹5,000
Competitive rates for business-friendly state
Uttar Pradesh
₹1,000 to ₹4,000
Among the lowest stamp duty rates
Telangana
₹2,000 to ₹6,000
Applicable for Hyderabad-registered LLPs
West Bengal
₹2,000 to ₹5,000
Standard rates based on capital structure
IncorpX separates professional fees (₹9,999) from government fees and stamp duty, which are charged at actuals. Most competitors like Vakilsearch, IndiaFilings, and LegalWiz do not display pricing upfront. Transfer of immovable property from LLP to the company attracts additional stamp duty in certain states.
Government fees and stamp duty charged at actuals. No hidden charges.
Tax Implications of LLP to Pvt Ltd Conversion
Understanding the tax consequences of LLP to company conversion is critical for financial planning. Here are the key tax considerations:
Capital Gains Tax Exemption under Section 47(xiiib)
Transfer of capital assets from the LLP to the resulting company is not treated as a transfer under Section 47(xiiib) of the Income Tax Act, 1961, provided 2 conditions are satisfied:
All partners of the LLP become shareholders of the company in the same proportion as their capital contribution in the LLP
The aggregate shareholding of all partners in the company is not less than 50% for a continuous period of 5 years from the date of conversion
If either condition is violated at any point during the 5-year period, the exemption is revoked retroactively, and capital gains tax becomes payable on the original transfer value as of the conversion date. Refer to the Income Tax Act on the official e-filing portal for the full text of Section 47(xiiib).
Do not dilute partner (now shareholder) equity below 50% for 5 years after conversion. Issuing fresh shares to new investors is allowed only if existing partner-shareholders retain at least 50% of total shareholding. Violating this condition triggers retrospective capital gains tax liability on all assets transferred during conversion.
GST Re-Registration
The existing LLP GST registration must be cancelled, and a fresh GST registration is obtained for the new Private Limited Company through AGILE-PRO-S (integrated with SPICe+). Any Input Tax Credit (ITC) balance in the LLP's GST account must be transferred to the new company by filing Form GST ITC-02 within the prescribed timeline. Failure to file ITC-02 results in permanent loss of the ITC balance.
PAN and TAN Changes
A new PAN is allotted automatically through the SPICe+ filing for the Private Limited Company. The LLP's existing PAN must be surrendered to the Income Tax department. A new TAN (Tax Deduction Account Number) is also required if the company deducts TDS. Update PAN details with banks, GST portal, and all government agencies within 30 days of incorporation.
Carry Forward of Losses
Accumulated business losses and unabsorbed depreciation of the LLP can be carried forward and set off by the resulting Private Limited Company. This benefit applies when conversion is done under Section 366 and the Section 47(xiiib) conditions are met. The carry-forward period is subject to the standard 8-year limit for business losses under Section 72.
Income Tax Return Filing
The LLP must file a final ITR (ITR-5) for the period from April 1 of the financial year up to the date of conversion. The new Private Limited Company files ITR-6 from the date of incorporation. Both returns must be filed within the applicable due dates under Section 139(1).
After Conversion: Compliance Requirements
Once the Certificate of Incorporation is issued, the new Private Limited Company must comply with the Companies Act, 2013. Here is the compliance calendar with deadlines and penalties. Review Pvt Ltd annual compliance requirements for a complete reference.
Compliance
Deadline
Form
Penalty for Non-Compliance
Commencement of Business Declaration
Within 180 days of incorporation
INC-20A
₹50,000 on company + ₹1,000/day on officers
Appoint Statutory Auditor
Within 30 days of incorporation
ADT-1
₹300/day (max ₹12,000 per quarter)
First Board Meeting
Within 30 days of incorporation
Minutes filed internally
₹25,000 on company + ₹5,000 on each director
DIR-3 KYC (Director KYC)
30 September every year
DIR-3 KYC
₹5,000 per director per instance
Annual Financial Statements
Within 30 days of AGM
AOC-4
₹100/day (no maximum cap)
Annual Return
Within 60 days of AGM
MGT-7A
₹100/day (no maximum cap)
Annual General Meeting
Within 6 months of financial year end (30 September)
AGM notice + minutes
₹1,00,000 on company + ₹5,000 on each officer
Income Tax Return (ITR-6)
31 October (if audit applicable)
ITR-6
₹5,000 to ₹10,000 late filing fee under Section 234F
Annual compliance cost for a Private Limited Company is typically ₹15,000 to ₹30,000 compared to ₹5,000 to ₹8,000 for an LLP. This increase accounts for mandatory statutory audit (regardless of turnover), 4 board meetings per year, AGM, and multiple RoC filings. Factor this recurring cost into your conversion decision.
LLP vs Private Limited Company: Key Differences
Understanding the structural differences between an LLP and a Private Limited Company helps evaluate whether conversion is the right choice for your business. For a deeper analysis, read our Private Limited vs LLP comparison.
Parameter
LLP
Private Limited Company
Governing Law
LLP Act, 2008
Companies Act, 2013
Owners
Partners (Designated Partners)
Shareholders and Directors
Minimum Members
2 Partners
2 Shareholders + 2 Directors
Maximum Members
Unlimited
200 (excluding employee shareholders)
Equity Shares
Cannot issue shares
Can issue equity and preference shares
ESOP
Not possible under LLP Act
Allowed under Section 62(1)(b)
Foreign Investment
Restricted to 100% automatic route sectors
Allowed in most sectors under automatic/approval route
Tax Rate
30% flat (no concessional regime)
22% under Section 115BAA or 25% (turnover below ₹400 Crore)
Audit Requirement
Only if turnover exceeds ₹40 Lakh or capital exceeds ₹25 Lakh
Mandatory for all companies, regardless of turnover
Issue equity and preference shares to angel investors, VCs, and PE funds. LLPs cannot issue shares, making company conversion essential for funded growth.
ESOP for Talent Retention
Implement Employee Stock Option Plans under Section 62(1)(b). Attract senior professionals and key employees with equity ownership without cash outflow.
Tax-Free Asset Transfer
Capital gains tax exemption under Section 47(xiiib) on transfer of all LLP assets to the company. Business losses and depreciation carry forward to the new entity.
Business Continuity
All contracts, licences, legal proceedings, and bank relationships continue. No novation of agreements required for movable assets under the Fourth Schedule.
Startup India Benefits
Eligible for DPIIT recognition, 3-year tax holiday under Section 80-IAC, angel tax exemption, and access to government procurement benefits and Fund of Funds.
Higher Valuation Multiples
Private Limited Companies command 2x to 3x higher valuation than LLPs in M&A transactions. Share-based structure supports clean due diligence and exit planning.
Foreign Investment Access
Companies receive FDI under the automatic route in most sectors without RBI approval. LLPs face restrictions in sectors requiring government approval route for FDI.
Institutional Lending
Banks and NBFCs prefer lending to Private Limited Companies for large credit facilities. Corporate structure with audited financials supports higher loan amounts.
Disadvantages of LLP to Private Limited Conversion
Higher Compliance Burden
Private Limited Companies require 8+ annual filings, 4 board meetings, AGM, and mandatory statutory audit. Annual compliance costs increase from ₹5,000 to ₹8,000 (LLP) to ₹15,000 to ₹30,000 (company).
5-Year Shareholding Lock-In
Partners-turned-shareholders must retain at least 50% aggregate shareholding for 5 years to preserve Section 47(xiiib) capital gains exemption. Diluting below 50% triggers retrospective tax liability.
Conversion Timeline and Cost
The 21-day newspaper waiting period and RoC processing extends the timeline to 15 to 30 working days. Total cost of ₹15,000 to ₹35,000 includes government fees, stamp duty, and professional fees.
GST and PAN Re-Registration
Existing GST registration must be cancelled and fresh registration obtained. New PAN and TAN are issued. All vendor and customer records, bank accounts, and government portals need updating.
Common Mistakes in LLP to Pvt Ltd Conversion
Based on our experience handling 200+ LLP to Private Limited Company conversions, these are the 5 most frequent mistakes that cause delays, rejections, or unexpected costs. Each mistake below is drawn from actual client cases handled by our CA/CS team.
Mistake 1: Filing URC-1 Before the 21-Day Newspaper Period
A Bengaluru-based SaaS LLP filed Form URC-1 on day 18 after newspaper publication, 3 days before the mandatory 21-day waiting period expired. The RoC rejected the application outright, and the LLP had to re-publish the newspaper notice and restart the 21-day clock. This added 30 working days and ₹4,000 in additional newspaper costs to the project. Always count 21 clear days from the date of the later newspaper publication (English or vernacular, whichever was published last).
Mistake 2: Expired CA Certificate on Statement of Assets and Liabilities
A Delhi consulting LLP obtained its CA-certified Statement of Assets and Liabilities before starting the newspaper publication. By the time URC-1 was ready for filing (35 days later), the statement was older than 30 days and the RoC flagged it. The LLP had to get a fresh CA certificate, costing an additional ₹3,000. Get the CA certificate only after the 21-day newspaper period is nearly complete, ideally 3 to 5 days before URC-1 filing.
Mistake 3: Diluting Shareholding Below 50% Within 5 Years
A Mumbai fintech LLP converted to Pvt Ltd and raised a Series A round 18 months later, diluting founder (former partner) shareholding to 35%. This violated the Section 47(xiiib) condition requiring 50% aggregate partner shareholding for 5 years. The Income Tax department issued a retrospective capital gains notice of ₹12 lakh on assets transferred during conversion. Model your cap table for 5 years before converting.
Mistake 4: Not Cancelling LLP GST Before New Company GST
A Pune e-commerce LLP converted to Pvt Ltd but continued using the LLP's GSTIN for 4 months. When discovered during a GST audit, the department demanded reversal of all ITC claimed during those 4 months (₹2.8 lakh). Cancel LLP GST registration immediately after receiving the Certificate of Incorporation and file Form GST ITC-02 to transfer the ITC balance to the new company's GST account.
Mistake 5: Missing INC-20A Within 180 Days
A Hyderabad IT services LLP converted successfully but forgot to file the Commencement of Business declaration (INC-20A) within 180 days. The RoC initiated proceedings for striking off the company name, and the company paid a penalty of ₹50,000 plus ₹1,000 per day. Set a calendar reminder for INC-20A as soon as you receive the Certificate of Incorporation.
Every IncorpX LLP conversion package includes a pre-filing compliance checklist that prevents all 5 mistakes listed above. Our CA/CS team verifies the 21-day waiting period, coordinates CA certification timing, reviews cap table projections, handles GST transition, and sends automated INC-20A reminders.
Latest Regulatory Updates for LLP Conversion (2026)
Stay current with the latest MCA circulars and regulatory changes affecting LLP to Private Limited Company conversion in 2026.
Update
Effective Date
Impact on LLP Conversion
MCA V3 Portal Launch
January 2026
All URC-1 and SPICe+ filings now processed on MCA V3 portal. Faster processing times reported (3 to 5 days vs 5 to 10 days on old portal).
Companies (Authorized to Register) Amendment Rules, 2026
April 2026
Updated Form URC-1 format with additional fields for beneficial ownership declaration and compliance history verification.
LLP Settlement Scheme 2026
March 2026
LLPs with pending Form 8 or Form 11 can file under the amnesty scheme with reduced late fees before initiating conversion. Read about LLP Amnesty Scheme 2026.
New ROC Jurisdictions
February 2026
Bifurcation of 6 ROC offices affects jurisdiction for NOC applications. Verify your LLP's current RoC jurisdiction before filing.
IncorpX monitors all MCA circulars and notifications weekly. Our team updates conversion procedures within 48 hours of any regulatory change. Check the MCA Circulars page for official notifications.
What Our Clients Say About IncorpX LLP Conversion
IncorpX has completed 200+ LLP to Private Limited Company conversions with a 4.8★ rating on Google (200+ reviews). Here is what 3 recent clients shared about their conversion experience:
"We converted our Bengaluru-based LLP to raise a ₹2 Crore seed round. IncorpX handled the entire process in 22 working days, including newspaper publication and creditor NOC. The CA team structured our shareholding to preserve Section 47(xiiib) exemption. Saved us ₹8 lakh in potential capital gains tax."
Rahul M., Co-Founder | Converted: January 2026 | Bengaluru, Karnataka
"Our LLP had 4 partners and a secured loan from HDFC Bank. IncorpX coordinated the bank NOC, handled all MCA filings, and transferred our GST ITC balance of ₹3.2 lakh to the new company's account. The compliance calendar they provided after conversion prevented us from missing any deadlines."
"We needed ESOP capability to retain our engineering team. IncorpX converted our Delhi LLP in 18 working days and helped us set up a 10% ESOP pool immediately after incorporation. Their CS team drafted the ESOP scheme under Section 62(1)(b). The pricing was transparent with no hidden charges."
Amit K., CEO | Converted: February 2026 | New Delhi
All testimonials are from verified IncorpX clients. Read more reviews on our Google Business Profile (4.8★, 200+ reviews). IncorpX is an ISO 9001:2015 certified firm with ICSI and ICAI affiliated professionals.
Talk to our CA/CS team about your LLP conversion. Free consultation.
IncorpX Service Guarantee and Refund Policy
IncorpX provides clear service guarantees for every LLP to Private Limited Company conversion engagement. Our commitment is backed by verifiable credentials and a documented refund process.
Guarantee
Details
Processing Timeline
Certificate of Incorporation delivered within 30 working days of complete document submission, excluding the 21-day newspaper waiting period
Refund Policy
100% refund of professional fees if IncorpX fails to file Form URC-1 within the committed timeline due to our fault. Government fees and stamp duty are non-refundable.
Document Safety
All client documents stored on 256-bit encrypted servers. Documents deleted within 90 days of project completion upon client request.
Dedicated Manager
Single point of contact (CA/CS qualified) assigned to each conversion. Direct phone and email access.
Post-Conversion Support
90-day free compliance support after incorporation, including INC-20A reminder, first board meeting coordination, and auditor appointment (ADT-1).
IncorpX Credentials
ISO 9001:2015 Certified quality management system for all compliance and registration services
ICSI Affiliated Company Secretaries handle all RoC filings and corporate governance matters
4.8★ Google Rating with 200+ verified reviews from business owners across India
10,000+ businesses served across company registration, compliance, and business conversion services since 2023
Data Methodology and Sources
All pricing data on this page is sourced from the MCA fee schedule and state stamp duty notifications as of June 2026. Professional fee data is based on IncorpX's published rate card. Processing timelines are calculated from the median of 200+ conversion projects completed between January 2025 and June 2026. State-wise stamp duty rates are verified against respective state revenue department notifications.
Convert OPC to Pvt Ltd - Transform your One Person Company into a Private Limited Company for adding shareholders and directors.
Convert Partnership to Pvt Ltd - Upgrade your traditional partnership firm to a Private Limited Company structure with limited liability protection.
Convert Proprietorship to Pvt Ltd - Move from sole proprietorship to Private Limited Company for business continuity and investor readiness.
Convert Partnership Firm to LLP - If you want limited liability without the full compliance burden of a company, converting to LLP is an alternative.
Private Limited Company Registration - Register a fresh Private Limited Company if your LLP has no significant assets or contracts worth preserving.
FAQs on LLP to Private Limited Company Conversion
Answers to the most frequently asked questions about converting an LLP to a Private Limited Company in India.
LLP to Private Limited Company conversion is a legal process under Section 366 of the Companies Act, 2013 and Section 56 of the LLP Act, 2008, where a Limited Liability Partnership transforms into a Private Limited Company. All assets, liabilities, and legal proceedings transfer automatically to the new entity upon issuance of the Certificate of Incorporation by the RoC.
Yes, any LLP can be converted to a Private Limited Company by filing Form URC-1 with the Registrar of Companies under Section 366 of the Companies Act, 2013. The LLP must have a minimum of 2 partners, all filings up to date, and written consent of every partner. The conversion takes 15 to 30 working days.
Form URC-1 is the application form filed with MCA under Rule 20 of Companies (Authorized to Register) Rules, 2014 for converting an LLP into a Private Limited Company. It must be filed along with SPICe+, e-MOA, e-AOA, DIR-2, INC-9, CA-certified financial statements, list of creditors, and newspaper clippings within 30 days of name reservation.
Section 366 falls under Chapter XXI (Part I) of the Companies Act, 2013 and governs companies authorized to register. It allows firms, LLPs, and other business entities to convert into companies by filing Form URC-1. Sections 366 to 374 collectively cover the legal framework, asset transfer, and dissolution of the converting entity.
Section 56 of the LLP Act, 2008 and its Third Schedule provide the legal basis for conversion of an LLP into a company. This section works alongside Section 366 of the Companies Act, 2013 to enable conversion. It prescribes requirements including partner consent, compliance verification, and filing obligations with the Registrar of Companies.
Upon conversion, the LLP is deemed dissolved automatically from the date of incorporation of the new company. All properties, assets, rights, and liabilities of the LLP transfer to the Private Limited Company. Pending legal proceedings continue in the company's name. The LLP Agreement is replaced by MOA and AOA, and DPIN converts to DIN.
Yes, written consent of all partners is mandatory for LLP to Private Limited Company conversion. A partners' meeting must be convened, and a resolution must be passed approving the conversion. At least 2 partners must be authorized to execute conversion documents and file Form URC-1 and SPICe+ with the Registrar of Companies.
No, name change is not permitted during LLP to Pvt Ltd conversion. The company name must follow the format: existing LLP name with "Private Limited" replacing "LLP." For example, "ABC LLP" becomes "ABC Private Limited." A separate name change application under Section 13 of the Companies Act can be filed after conversion is complete.
The LLP Agreement ceases to exist after conversion and is replaced by the Memorandum of Association (MOA) and Articles of Association (AOA). All rights, obligations, and terms previously governed by the LLP Agreement become governed by the MOA, AOA, and the Companies Act, 2013. The contribution of each partner becomes their share capital.
Form URC-1 is used to convert an LLP or partnership firm into a company under Section 366 of the Companies Act, 2013. INC-6 was used for one-person company conversion but is now largely replaced by SPICe+. URC-1 applies specifically to entities already registered under other laws (LLP Act, Partnership Act) seeking company registration.
Yes, all partners automatically become shareholders of the new Private Limited Company. Partners designated for management typically become directors. Each partner must file DIR-2 (consent to act as director) and obtain a Director Identification Number (DIN). Existing DPIN converts to DIN upon issuance of the Certificate of Incorporation.
Form URC-2 is the prescribed format for the newspaper advertisement required before filing Form URC-1. The LLP must publish this notice in 1 English and 1 vernacular newspaper circulating in the district of its registered office. It invites objections from creditors and the public. A mandatory 21 clear days waiting period follows publication.
Yes, an LLP with secured loans can convert, but it must obtain written NOC from all secured creditors before filing Form URC-1. The NOC confirms that creditors have no objection to the conversion. All existing loan obligations, including secured debts, transfer to the new Private Limited Company. Lender consent documentation must be attached to URC-1.
The conversion procedure involves 8 steps: (1) obtain all partners' consent, (2) verify LLP compliance and file pending returns, (3) reserve company name via RUN/SPICe+ Part A, (4) obtain DSC and DIN, (5) publish newspaper notice in Form URC-2, (6) obtain NOC from RoC and creditors, (7) file Form URC-1 and SPICe+ with MCA, (8) receive Certificate of Incorporation. Total time: 15 to 30 working days.
LLP to Private Limited Company conversion takes 15 to 30 working days in total. Key milestones: partners' consent (1 to 2 days), compliance verification (3 to 5 days), name reservation (1 to 3 days), newspaper publication and 21-day waiting period (21 to 25 days), URC-1 filing and RoC approval (3 to 7 days). Pending LLP filings or creditor NOC delays can extend this timeline.
Key documents include: LLP Agreement (original + supplementary), partner identity proofs (PAN + Aadhaar), address proofs, registered office proof with NOC from landlord, CA-certified Statement of Assets and Liabilities (not older than 30 days), audited financial statements, last 3 years' ITR acknowledgments, NOC from secured creditors, newspaper clippings of URC-2 publication, and partner consent resolution.
Log into the MCA V3 portal (www.mca.gov.in) and navigate to "Company Forms" section. Select Form URC-1, enter LLP details, attach all required documents including CA-certified financials, newspaper clippings, creditor NOC, and partner details. File simultaneously with SPICe+, e-MOA, e-AOA, DIR-2, and INC-9. Pay government fees based on authorized capital slab (₹500 to ₹5,000). Sign with DSC.
Yes, NOC from all secured creditors is mandatory for LLP to Pvt Ltd conversion. If the LLP has no secured creditors, a declaration stating the absence of secured creditors signed by all partners must be filed with Form URC-1. Unsecured creditors are notified through the newspaper publication (Form URC-2) and have 21 days to raise objections.
Yes, publishing a notice in Form URC-2 is mandatory before filing Form URC-1. The notice must appear in 1 English and 1 vernacular language newspaper circulating in the district where the LLP's registered office is located. After publication, a 21 clear days waiting period must elapse. Newspaper publication costs ₹2,000 to ₹5,000 depending on the publication.
SPICe+ (INC-32) is the incorporation form filed alongside Form URC-1 for LLP to Pvt Ltd conversion. SPICe+ integrates name reservation (Part A), incorporation (Part B), DIN allotment, PAN, TAN, GST registration (via AGILE-PRO-S), and EPFO/ESIC registration. It replaces multiple standalone forms and is mandatory for all company incorporations on MCA portal.
The Designated Partner Identification Number (DPIN) automatically converts to Director Identification Number (DIN) upon successful incorporation of the Private Limited Company. Partners do not need to apply for a separate DIN. The RoC updates MCA records to reflect the DPIN-to-DIN transition. Partners who already hold a DIN from other directorships retain their existing DIN number.
Total conversion cost ranges from ₹15,000 to ₹35,000 depending on authorized capital and state. Breakdown: government fees (URC-1 + SPICe+) ₹1,000 to ₹7,000, stamp duty on MOA/AOA ₹1,000 to ₹15,000 (state-dependent), DSC ₹1,000 to ₹2,000 per person, newspaper publication ₹2,000 to ₹5,000, name reservation ₹1,000. IncorpX professional fee starts at ₹9,999.
Government fees for LLP to Pvt Ltd conversion include: Form URC-1 filing fee ₹500 to ₹5,000 (based on authorized capital slab), SPICe+ filing fee ₹500 to ₹2,000, RUN name reservation ₹1,000, and DIN application ₹500 per director (if new). Total government fees typically range from ₹2,500 to ₹8,500 excluding state stamp duty.
Stamp duty on MOA and AOA varies by state. Maharashtra: ₹5,000 to ₹15,000, Karnataka: ₹3,000 to ₹8,000, Delhi: ₹1,000 to ₹5,000, Tamil Nadu: ₹2,000 to ₹6,000, Gujarat: ₹1,500 to ₹5,000, Uttar Pradesh: ₹1,000 to ₹4,000. Rates depend on authorized share capital. Transfer of immovable property attracts additional stamp duty in certain states.
IncorpX's professional fee for LLP to Pvt Ltd conversion starts at ₹9,999 plus government fees and stamp duty. The package includes: partner consent drafting, compliance verification, name reservation, Form URC-2 newspaper publication coordination, Form URC-1 and SPICe+ filing, MOA/AOA drafting, and obtaining the Certificate of Incorporation. Government fees and stamp duty are charged at actuals.
Yes, the existing LLP GST registration must be cancelled and a fresh GST registration is required for the new Private Limited Company. The new GST registration is obtained through AGILE-PRO-S integrated with SPICe+. Input Tax Credit (ITC) balance from the LLP must be transferred to the new company's GST account by filing Form GST ITC-02 within the prescribed timeline.
Industry-wide professional fees for LLP to Pvt Ltd conversion range from ₹9,999 to ₹25,000. Most competitors like Vakilsearch, IndiaFilings, and LegalWiz do not display pricing upfront and require consultation. IncorpX offers transparent pricing starting at ₹9,999 with a clear fee breakdown separating professional fees, government fees, and stamp duty.
Yes, a new PAN is allotted automatically for the Private Limited Company through SPICe+ filing. The LLP's existing PAN must be surrendered to the Income Tax department. A new TAN (Tax Deduction Account Number) is also required if the company deducts TDS. Update PAN details with banks, GST portal, and all government agencies within 30 days of incorporation.
Step-wise timeline: partner consent 1 to 2 days, compliance verification 3 to 5 days, name reservation via RUN 1 to 3 days, DSC and DIN 1 to 3 days, newspaper publication and 21-day waiting period 21 to 25 days (longest step), NOC from RoC and creditors 3 to 7 days, URC-1 and SPICe+ filing 3 to 7 days, Certificate of Incorporation 3 to 5 days.
Key differences: LLP is governed by the LLP Act, 2008, has partners (no shareholders), cannot issue ESOPs, has lower compliance burden (2 filings/year), and cannot raise equity funding easily. Private Limited Company is governed by the Companies Act, 2013, has shareholders and directors, can issue ESOPs, requires 8+ annual filings, and can raise venture capital through equity shares.
Converting is better when you want to retain existing contracts, licenses, and PAN history. All assets, liabilities, and legal proceedings transfer automatically. Capital gains tax exemption is available under Section 47(xiiib). However, a fresh Pvt Ltd registration (₹1,999 at IncorpX) is simpler if the LLP has no significant assets, contracts, or operational history worth preserving.
Capital gains on transfer of LLP assets to the company are exempt under Section 47(xiiib) of the Income Tax Act if 2 conditions are met: (1) all partners of the LLP become shareholders in the same proportion as their capital contribution, and (2) aggregate shareholding of partners remains at least 50% for 5 years after conversion. Violating these conditions triggers retrospective tax liability.
Yes, accumulated business losses and unabsorbed depreciation of the LLP can be carried forward and set off by the resulting Private Limited Company. This benefit applies when conversion is done under Section 366 of the Companies Act, 2013. The carry-forward is subject to the same conditions as Section 47(xiiib) capital gains exemption, including 5-year shareholding retention.
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the integrated incorporation form on MCA V3 portal. For LLP conversion, SPICe+ Part A reserves the company name and Part B handles incorporation, DIN allotment, PAN, TAN, and linked registrations via AGILE-PRO-S. It is filed simultaneously with Form URC-1 for the conversion process.
Yes, stamp duty is payable on MOA and AOA at the time of SPICe+ filing for the new Private Limited Company. Rates vary by state: Maharashtra ₹5,000 to ₹15,000, Delhi ₹1,000 to ₹5,000, Karnataka ₹3,000 to ₹8,000. Stamp duty is calculated based on authorized share capital. Transfer of immovable property from LLP to company attracts additional stamp duty in certain states.
After conversion to a Private Limited Company, the maximum number of shareholders is 200 (excluding employee shareholders) under Section 2(68) of the Companies Act, 2013. All existing LLP partners become shareholders. The company can add new shareholders through share allotment up to the 200-member ceiling. For more than 200 members, conversion to a Public Limited Company under Section 14 is required.
Yes, but the name format must change. "LLP" is replaced with "Private Limited" in the company name. For example, "XYZ Consultants LLP" becomes "XYZ Consultants Private Limited." No other name change is permitted during conversion. The name reservation is done via RUN or SPICe+ Part A on the MCA portal at a fee of ₹1,000 per application.
After conversion, compliance shifts from LLP Act to Companies Act, 2013. Key changes: mandatory statutory audit (regardless of turnover), 4 board meetings per year (minimum), AGM within 6 months of financial year end, filing AOC-4 and MGT-7A with RoC, DIR-3 KYC by 30 September annually, INC-20A within 180 days, and ITR-6 for income tax. Annual compliance cost increases to ₹15,000 to ₹30,000.
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
S
Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
J
Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
M
Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
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Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
A
Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
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Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
P
Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
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Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
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Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
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