Conversion of LLP to Pvt Ltd

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    Converting an LLP into a Private Limited Company allows the business to expand its operations, attract investors, and enjoy the advantages of a corporate structure. This process must follow statutory requirements under the Companies Act, 2013.

    • Access to Funding: Allows raising equity capital and attracting institutional investors.
    • Perpetual Succession: Ensures continuity of the business irrespective of ownership changes.
    • Limited Liability Protection: Shields personal assets of shareholders from business liabilities.
    • Enhanced Credibility: Boosts trust among customers, suppliers, and investors.
    • Section 366 of the Companies Act, 2013 permits the conversion of LLPs into Private Limited Companies.
    • Compliance with the Companies (Incorporation) Rules, 2014 is mandatory.
    • Filing Form URC-1 for registration as a Private Limited Company is required.
    • Existing partners of the LLP become shareholders and directors in the new company.
    • All assets, liabilities, and contracts of the LLP are transferred to the new entity.
    • A new Certificate of Incorporation (COI) is issued by the Registrar of Companies (ROC).
    • Obtain Digital Signature Certificates (DSC) and Director Identification Numbers (DIN) for directors.
    • Reserve the company’s name using the RUN (Reserve Unique Name) application.
    • Prepare Memorandum of Association (MOA) and Articles of Association (AOA).
    • File the necessary incorporation forms with the ROC.
    • Step 1: Obtain DSC and DIN for the proposed directors.
    • Step 2: File the RUN application for name reservation.
    • Step 3: Draft the MOA and AOA to define the company’s structure and objectives.
    • Step 4: File Form URC-1 along with supporting documents and incorporation forms with the ROC.
    • Step 5: Obtain the Certificate of Incorporation (COI) and update business registrations and bank accounts.
    • Compliance with statutory requirements under both LLP and company law.
    • Non-alignment of objectives between LLP partners and company shareholders.
    • Delays in obtaining approvals from the ROC.
    • Identity and address proof of directors and shareholders.
    • Details of the LLP’s assets, liabilities, and contracts.
    • No objection certificate (NOC) from creditors and partners.
    • Drafted MOA, AOA, and Form URC-1.
    • File RUN for name reservation with the ROC.
    • Submit Form URC-1 with supporting documents.
    • Obtain the Certificate of Incorporation (COI) within 20-30 working days, subject to approval.
    • ROC Filing Fees: Rs. 5,000 to Rs. 15,000, based on authorized capital.
    • Professional Fees: For drafting, filing, and advisory services.
    • Estimated Total Cost: Rs. 25,000 to Rs. 50,000, depending on complexity and professional assistance.

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