Procedure for Conversion of Limited Liability Partnership (LLP) to Company

Priya Gandhi

Priya Gandhi

Published on: Nov 17, 2025

Aakanksha Singhal

Updated on: Nov 17, 2025

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Introduction:

A Limited Liability Partnership (LLP) is often chosen by startups for its simplicity and low compliance burden. Converting your LLP to a Company is essentially a legal upgrade. It involves a formal process governed by the Ministry of Corporate Affairs (MCA) under the Companies Act. The key goal is to legally transfer the entire business—including its assets, liabilities, and contracts—from the simple LLP format into the globally recognized, robust corporate framework of a Company.

Applicability Provisions

1. Section 12, 366 of Companies Act, 2013
2. 3, 4, 5 of Companies (Authorised to Register) Rules, 2014
3. Rule 8 and 9 of the Companies (Incorporation) Rules, 2014

Mandatory Requirements:

1. Obtain unanimous written consent of all partners for the conversion
2. All existing partners must agree to become shareholders of the new company
3. Must have filed all its statutory returns and documents up to the date of application
4. No Objection Certificate from secured creditor along-with charge holder, if applicable
5. Criteria to have minimum number of shareholder and directors as per Companies Act:
   • Private Limited Company – minimum of 2 shareholders (members) and 2 directors
   • Public Limited Company – minimum of 7 shareholders (members) and 3 directors.

Procedure:

1. Consent of All Partners
   LLP shall ensure obtaining a unanimous written consent from all of its partners, for the proposed conversion.
2. Obtain DSC and DIN
   All proposed directors of the Private Limited Company must obtain a Digital Signature Certificate (DSC) and a Director Identification Number (DIN) (if they don’t have them already).
3. Name Reservation
   • File an application for name reservation through the RUN (Reserve Unique Name) form with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA).
   • The new company’s name will usually be the same as the LLP’s name, but with the suffix “Private Limited” instead of “LLP.”
4. Public Advertisement
   • After name approval, a notice in Form URC-2 is to be published, in two newspapers (one in English and one in the vernacular language) circulating in the district where the LLP’s registered office is located.
   • This notice is to invite objections, if any, and a waiting period of 21 clear days is required after publication.
5. File Form for Conversion with ROC
   Once the public notice period is over, the main conversion application in e-Form URC-1, is to be filed, with the ROC, along with numerous attachments, including:
   • Copy of the Partners’ Consent and the LLP Agreement.
   • Statement of Assets and Liabilities, certified by a Chartered Accountant, prepared not more than 15 days before the application date.
   • NOCs from Secured Creditors (or a declaration of no secured debt).
   • Copies of the Newspaper Advertisements.
   • A declaration from all proposed first directors.
   • Copy of the latest Income Tax Return of the LLP.
6. Company Incorporation (SPICe+ Forms)
   Simultaneously or shortly after, the incorporation forms as specified below, for the new company, are to be filed:
   • SPICe+ Part B (Simplified Proforma for Incorporating Company Electronically).
   • e-Memorandum of Association (e-MOA) and e-Articles of Association (e-AOA).
   • Other related forms like AGILE-PRO (for GST/EPFO/ESIC/Professional Tax registration).
7. Issuance of Certificate of Incorporation
   Upon successful verification by the ROC, a new Certificate of Incorporation (COI) will be issued. At this point, the LLP is deemed to be dissolved, and all assets, liabilities, and obligations are automatically transferred to the new Private Limited Company.
8. Post Conversion Compliances:
   • Inform the Registrar about the conversion and the dissolution of the LLP, within 15 days of receiving the new COI.
   • Company shall:
     • Print the new MoA & AoA with the new Certificate of Incorporation
     • Paint or affix its name and address of its registered office outside every of its place of business and in legible letters
     • Have its name engraved in legible characters on its seal, if any
     • Get its name, address of its registered office, and Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers, notices, and other official publications
     • Have its name printed on hundies, promissory notes, bills of exchange, and such other documents
     • Send the new address of its registered office to all the Banks, authorities, and other Basic Utility Service providers as applicable.
9. File Necessary Amendment Application under the following Acts:
   • Goods and Services Act
   • Shops & Establishment Act
   • Factories Act
   • Inter-State Migrant Workmen Act
   • Private Security Agency Act
   • Employees Provident Fund Organization
   • Employees State Insurance Corporation
   • Other Labour Laws
   • Industry-Specific Laws.

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