Conversion of LLP to Private Limited Company in India – A Complete Guide
Convert your LLP into a Private Limited Company under Section 366 of the Companies Act, 2013. Enjoy enhanced funding options, 100% FDI, ESOPs, and limited liability while retaining your brand identity.
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Why Convert an LLP to a Private Limited Company?
• Enable business expansion and attract venture capital or foreign investments • Issue equity shares and offer ESOPs to attract skilled talent • Carry forward unabsorbed losses and depreciation • Gain legal credibility and access better funding opportunities • Maintain business continuity with the same brand name • Limit liabilities strictly to unpaid share capital
Legal Basis for Conversion
Although the LLP Act, 2008 doesn’t directly allow conversion, Section 366 of the Companies Act, 2013 and the Companies (Authorised to Register) Rules, 2014 provide the framework for LLP-to-Private Company transformation.
Advantages of Conversion
• 100% FDI permitted in Private Limited Companies • No capital gains tax on conversion • Seamless transfer of losses and depreciation • Authority to offer ESOPs to employees • Enhanced ability to raise equity capital • Retain continuity with the same name + “Pvt. Ltd.” suffix
1. Documents Required
• Address proof, ID proof & passport-size photo of applicant
• Copy of LLP’s latest filed returns
• NOC from partners and the Registrar
**For Form URC-1:**
• List of shareholders & shareholding details
• List of first directors with IDs
• Directors’ affidavits under Section 164
• Copy of LLP agreement & registration certificate
• Share distribution & subscription statements
• Audited financial statements (≤6 days old)
• Newspaper advertisement of public notice
Step-by-Step Conversion Process
1. **Name Approval:** Apply on MCA portal for ROC name approval.
2. **Obtain DSC & DIN:** Secure Digital Signature Certificates & Director IDs.
3. **File Form URC-1:** Submit URC-1 with all documents to ROC.
4. **Draft MOA & AOA:** Prepare and file Memorandum & Articles once URC-1 is approved.
5. **Certificate of Incorporation:** ROC issues COI, completing the conversion.
Why Choose Dostartup?
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