Private Limited to LLP Conversion in India

Private Limited to LLP Conversion in India: What It Means

The Third Schedule to the LLP Act 2008 provides the route for converting a private limited company into an LLP. The conversion preserves continuity; all assets, liabilities, contracts and ongoing proceedings of the pvt ltd vest in the new LLP. The shareholders of the company become partners of the LLP. This conversion is less common than the reverse direction and is typically pursued by founders who have stopped pursuing venture capital, want to bring annual compliance closer to a partnership model, or are merging the business with a family run operation that already runs as an LLP.

Why Founders Pick This Conversion Path

Three founder profiles pick the private limited to LLP path. First, mature operating businesses with stable revenue and no immediate fundraising plans that want to reduce ROC compliance and statutory audit costs. Second, professional services firms where the LLP form better suits the partner driven economics. Third, family run businesses where governance under the partnership model is preferred over a corporate board. The conversion is rare and the Regional Director scrutinises the application closely, so the founder rationale must be clearly documented.

Eligibility Criteria for This Conversion

• All shareholders of the pvt ltd must consent in writing
• All shareholders become partners of the new LLP; no new partner may be admitted at conversion
• All secured creditors must consent
• No pending winding up petitions or proceedings against the company
• Up to date filings with the ROC including AOC 4, MGT 7 and DIR 3 KYC

Documents Required for the Conversion

Step by Step Conversion Process

1. Board and Shareholder ResolutionsThe board approves the conversion and a special resolution of shareholders is passed. The resolution names the Designated Partners of the new LLP.
2. Creditor and Statutory ConsentsWritten consents from all secured creditors are collected. Confirmation that there are no pending proceedings under the Companies Act or other statutes.
3. Reserve Name Through RUN LLPThe proposed LLP name is reserved. Often the company name is retained with the suffix changed from Private Limited to LLP.
4. File FiLLiP With Form 18FiLLiP is the incorporation form for the new LLP. Form 18 is filed alongside, declaring the conversion under the Third Schedule of the LLP Act 2008.
5. Certificate of Conversion and IncorporationThe Registrar issues the Certificate of Conversion. The new LLP is incorporated with a fresh LLPIN, PAN and TAN. All assets, contracts and liabilities vest in the LLP.
6. Intimation to ROC and Update RegistrationsIntimate the ROC of the conversion within fifteen days. Update GST PAN, MSME Udyam, IEC, FSSAI, Shop Act and bank mandates.

Government and Professional Fees for the Conversion

ROC government fee for LLP incorporation is calculated on capital contribution. State stamp duty on the LLP agreement varies by state. Our professional fee covers the FiLLiP and Form 18 filings, drafting of the LLP agreement, shareholder resolutions, creditor consent coordination and post conversion handover. Request a callback for an itemised view of private limited to LLP conversion fees applicable to your state.

Frequently Asked Questions