Convert Your Private Limited Company to LLP: A Smart Business Move
There is a precise procedure involved in converting a Private Limited business to a Limited Liability Partnership (LLP), and it is controlled by the rules and legislation of the nation where the business is registered. The general procedures for transforming a Private Limited Company into an LLP are as follows:
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INTRODUCTION
Conversion of a private company to LLP
A Limited Liability Partnership (LLP) structure combines the key advantages of both a company and a traditional partnership firm. By converting a Private Limited Company into an LLP, businesses gain greater operational flexibility while retaining the benefits of limited liability and separate legal existence.Unlike a Private Limited Company, where directors manage operations, an LLP’s day-to-day management and decision-making lie directly in the hands of its designated partners. This makes it more collaborative and less hierarchical.An LLP is governed by an LLP Agreement executed between the partners, which clearly outlines rights, duties, and profit-sharing. With simpler compliance requirements and reduced regulatory burden, an LLP maintains the benefits of a partnership while providing the credibility and stability of an incorporated entity.To convert a Private Limited Company into an LLP, the company must apply online with the Ministry of Corporate Affairs (MCA), submit all required documents, and obtain official approval. Once approved, the business can enjoy the dual benefits of flexibility and protection that an LLP structure offers.
Advantage
Advantages of converting Pvt. Ltd Company to LLP
Flexible Rewards & Returns for Partners
Partners in an LLP can receive a fixed remuneration, interest on capital contributed, and a share of profits. The profit share is distributed based on the business’s actual performance, while the remuneration rewards partners for their active participation in operations
Independent Liability Protection
In an LLP, no partner is held responsible for the wrongful acts, negligence, or misconduct of another partner. This means each partner’s liability is limited and distinct, protecting their personal assets and providing greater peace of mind.
Reduced Statutory Compliance
Compared to a Private Limited Company, an LLP has fewer statutory requirements. Maintaining records, registers, and holding regular meetings is not mandatory in the same way it is for a company. In many cases, even statutory audits may not be required — significantly reducing costs and administrative work.
Operational Flexibility
The day-to-day management of an LLP is directly controlled by its partners under the terms of the LLP Agreement. This provides more flexibility and clarity compared to a Private Limited Company, where decision-making powers lie primarily with directors and must follow stricter corporate procedures.
A LIST OF DOCUMENTS
Documents Required for Conversion of Private Limited Company to LLP
To successfully convert your Private Limited Company into an LLP, you’ll need to prepare and submit the following documents:
✅ Consent from Directors & Shareholders
A No Objection Certificate (NOC) in the prescribed format, signed by all directors and shareholders, agreeing to the conversion.
✅ Clearance from Tax Authorities
A valid NOC from the Income Tax Department confirming there are no outstanding tax liabilities.
✅ Creditors’ Approval
A detailed list of all secured creditors along with their written consent approving the conversion.
✅ Latest Financial Statements
A certified copy of the company’s latest audited financial statements.
✅ Digital Signature Certificate (DSC)
Active DSCs for all existing directors, required for filing online conversion forms.
✅ Company Incorporation Documents
Copies of the company’s PAN card, Certificate of Incorporation, Memorandum & Articles of Association (MoA & AoA), GST registration (if applicable), and any other required licenses or registrations.
Convert Private Limited Company into LLP in 3 Easy Steps
✅ Step 1: Answer Quick Questions
Spend less than 10 minutes to fill out our simple online questionnaire.
Provide basic details and upload required documents.
Make a secure payment through our trusted payment gateway.
✅ Step 2: Let Our Experts Handle It All
Dedicated Relationship Manager for end-to-end support.
Procurement of Digital Signatures (DSC) for partners.
Application for Name Reservation for your LLP.
Drafting of all required documents, including the LLP Agreement.
Filing for Certificate of Incorporation.
Application for change in PAN & TAN.
Payment of stamp duty on LLP Agreement.
✅ Step 3: Your Conversion is Complete!
- Your Private Limited Company will be converted into an LLP in just 20–25 working days.*
*Subject to Government processing time.
Step-by-Step Process of Conversion into LLP
Day 1–2
Expert consultancy & assistance for conversion
Collection of basic details and documents
Day 3–6
Application for Name Reservation for LLP
Drafting and passing necessary company resolutions
Day 7–14
Drafting incorporation documents
Filing LLP Form 17 (application for conversion)
Online filing of LLP Form 2
Government processing time for approvals
Day 15–20
Application for change in PAN & TAN
Drafting of final LLP Agreement
Day 20–25
Payment of Stamp Duty on LLP Agreement
Filing of LLP Agreement with MCA
Final approval & issuance of documents
Frequently Asked Questions
Have questions before reaching out? Here are quick answers to some of the most common queries we receive about contacting us, consultations, and service inquiries.
The following conditions must be fulfilled:
All shareholders of the company must become partners in the LLP upon conversion.
There must be no security interest (like loans or charges) on the company’s assets at the time of conversion — assets must be free from any encumbrance.
Up-to-date Income Tax Returns must be filed under the Income-tax Act, 1961.
Any required approvals, permissions, or clearances must be obtained before the conversion.
No separate deed or instrument is required. Upon conversion, all tangible and intangible assets, interests, rights, liabilities, and obligations of the company automatically transfer to and vest in the LLP by operation of law.
All existing approvals, licenses, and permits held by the company will transfer to the converted LLP, subject to the provisions of the relevant Acts. However, some registrations (such as GST) may require a fresh application in the name of the new LLP.
An LLP must file an annual return and statement of accounts with the Registrar each year. An audit is mandatory only if turnover exceeds ₹40 Lakhs or if capital contribution exceeds ₹25 Lakhs. This makes compliance simpler compared to a Private Limited Company.
The biggest difference lies in governance and compliance:
An LLP has more operational flexibility and lower compliance obligations.
A Private Limited Company is governed by stricter provisions under the Companies Act, 2013.
Yes! The LLP Act, 2008 allows Foreign Nationals and Foreign Entities to become partners in an LLP. However, there must be at least one designated partner who is a resident of India, and all Foreign Exchange Management Act (FEMA) and FDI regulations must be complied with.