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Conversion Services · LLP to Private Limited

LLP to Private Limited Conversion move to a fundraising-ready corporate structure.

Converting an LLP into a private limited company opens the door to equity fundraising, ESOPs, and easier investor participation — structures that are not available to a Limited Liability Partnership under Indian law.

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An LLP is an efficient structure for professional and services businesses, but it cannot issue equity shares, grant ESOPs, or easily accommodate venture capital investment, since it has no share capital and is governed by a partnership-style agreement rather than the Companies Act. As LLPs scale and seek external investment, converting into a private limited company becomes necessary to access these fundraising mechanisms.

Section 366 of the Companies Act 2013, read with the Companies (Authorised to Register) Rules, governs conversion of an LLP into a private limited company. The process requires the consent of all partners, publication of a conversion notice, and filing of Form URC-1 along with the incorporation application, following which a fresh Certificate of Incorporation is issued to the converted company.

At Beyonte Compliances, we manage the entire conversion — partner consents, statutory advertisement, drafting the MOA and AOA, filing Form URC-1 and SPICe+, and transferring the LLP's assets, liabilities, and registrations into the new private limited company.

What Our Conversion Service Covers

Eligibility & Partner Consent

Confirming the LLP meets the conversion conditions and obtaining consent from all partners for the conversion.

Statutory Advertisement

Publishing the mandatory conversion notice in a newspaper as required under the Companies (Authorised to Register) Rules.

No-Objection from Creditors

Obtaining no-objection from secured creditors, if any, before proceeding with the conversion application.

MOA & AOA Drafting

Drafting the memorandum and articles of association for the new private limited company.

Form URC-1 Filing

Filing Form URC-1 with the Registrar of Companies along with the LLP agreement, financial statements, and consents.

SPICe+ Incorporation Filing

Filing the SPICe+ form to incorporate the converted entity and obtain the Certificate of Incorporation.

Asset & Liability Transfer

Ensuring all assets, liabilities, contracts, and licences of the LLP vest in the new private limited company by operation of law.

Post-Conversion Compliance

Updating PAN, GST, bank accounts, and other registrations to the new company, and closing the LLP's registration with the ROC.

Our Process

1

Partner Consent & Planning

Obtaining consent from all partners and planning the share allotment ratio for the converted company.

2

Statutory Advertisement

Publishing the conversion notice and obtaining creditor no-objection where secured creditors exist.

3

Form URC-1 Filing

Filing Form URC-1 with the LLP agreement, financials, and requisite consents.

4

Incorporation

Filing SPICe+ to incorporate the private limited company and obtain the Certificate of Incorporation.

5

Post-Conversion Migration

Transferring registrations, licences, and bank accounts to the new company and closing the LLP.

Why It Matters

✓Enables equity fundraising from venture capital and private equity investors
✓Allows ESOP grants to employees, unavailable in an LLP structure
✓Assets, liabilities, and contracts vest automatically by operation of law
✓All existing partners can seamlessly become shareholders and directors
✓Improves credibility for larger institutional clients and lenders
✓Structured statutory advertisement avoids objections delaying the conversion
✓Correct URC-1 filing avoids rejection for incomplete documentation
✓Positions the business for a future IPO or larger strategic transaction

Frequently Asked Questions

Yes, the conversion of an LLP into a private limited company requires the consent of all partners of the LLP before the application can be filed with the Registrar of Companies.
Yes, the LLP must publish a notice of the proposed conversion in a newspaper — one in English and one in the vernacular language of the district — inviting objections from the public and creditors.
On conversion, all assets, liabilities, rights, and obligations of the LLP vest in the new private limited company by operation of law, though certain licences and registrations may still require formal re-application in the company's name.
Not automatically — the partners must be appointed as directors of the new company as part of the incorporation process, and the minimum director and shareholder requirements of a private limited company must be met.

Convert your LLP into a fundraising-ready private limited company.

Talk to our team about partner consents, filings, and the full conversion process.

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