Conversion Services · Private Limited to LLP

Private Limited to LLP Conversion reduce compliance overhead for a stable, closely-held business.

Where a private limited company no longer needs to raise equity capital, converting to an LLP can reduce compliance costs and simplify governance — provided the company has no outstanding charges on its assets and meets the eligibility conditions under the LLP Act.

As a private limited company matures into a stable, closely-held business with no plans for equity fundraising, the ongoing compliance burden of the Companies Act — board meetings, statutory audits regardless of size, ROC filings — can outweigh the benefits of the corporate form. Converting to an LLP retains limited liability for the partners while significantly reducing compliance requirements and offering more flexibility in profit-sharing and management.

The Third Schedule to the Limited Liability Partnership Act 2008 governs conversion of a private company into an LLP. The company must have no security interest in its assets subsisting at the time of conversion, and all shareholders of the company must become partners of the LLP, with capital contribution matching their shareholding.

At Beyonte Compliances, we assess eligibility, obtain shareholder and creditor consents, draft the LLP agreement, and manage the filings with the Registrar to convert the company and transfer its assets and liabilities into the new LLP.

What Our Conversion Service Covers

Eligibility Assessment

Confirming the company has no subsisting charge on its assets and otherwise qualifies for conversion under the Third Schedule.

Shareholder Consent

Obtaining consent from all shareholders of the company to become partners of the converted LLP.

Statutory Advertisement

Publishing the mandatory notice of the proposed conversion in a newspaper, inviting objections from creditors.

Income Tax Clearance

Assessing compliance with income tax conditions applicable to conversions seeking tax-neutral treatment.

LLP Agreement Drafting

Drafting the LLP agreement reflecting the capital contribution and profit-sharing ratio of the incoming partners.

Form FiLLiP & Form 18 Filing

Filing the incorporation and conversion forms with the Registrar to convert the company into an LLP.

Asset & Liability Vesting

Ensuring the company's assets, liabilities, and contracts vest in the LLP by operation of law on conversion.

Post-Conversion Compliance

Updating PAN, GST, and bank registrations, and completing the company's dissolution formalities with the ROC.

Our Process

Eligibility Check

Confirming the company has no subsisting charges and meets the Third Schedule conditions.

Consent & Advertisement

Obtaining shareholder consent and publishing the statutory notice of conversion.

LLP Agreement

Drafting the LLP agreement setting out partner contributions and profit-sharing.

ROC Filing

Filing the conversion application with the Registrar to obtain the Certificate of Registration as an LLP.

Post-Conversion Migration

Transferring registrations and licences to the LLP and completing closure of the company.

Why It Matters

✓Significantly reduces ongoing compliance and filing burden

✓Retains limited liability protection for all partners

✓Greater flexibility in profit-sharing and internal management

✓No mandatory statutory audit below the LLP Act's turnover and capital thresholds

✓All existing shareholders can seamlessly become partners

✓Structured advertisement process reduces risk of creditor objections

✓Assets and liabilities vest by operation of law, minimising re-registration

✓Suitable for stable, closely-held businesses with no fundraising plans

Frequently Asked Questions

Only if there is no subsisting security interest (charge) over the company's assets at the time of conversion — an outstanding unsecured loan does not itself bar conversion, but any registered charge must be satisfied and released first.

Yes, the Third Schedule requires that all shareholders of the company become partners of the LLP on conversion, with capital contribution proportionate to their shareholding.

Conversion can qualify for tax-neutral treatment under the Income Tax Act if specific conditions are met, including limits on turnover, total assets, and continuity of shareholding for a prescribed period — this should be evaluated carefully before proceeding.

The LLP is issued its own PAN as a distinct entity — the company's PAN cannot be carried forward, and all registrations including GST must be updated or freshly obtained in the LLP's name.

Reduce compliance overhead by converting to an LLP.

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