Conversion of LLP into Private Limited Company

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Introduction of LLP to Pvt. Ltd. Company Registrations:

The conversion from a Limited Liability Partnership (LLP) to a Private Limited Company (Pvt. Ltd.) is a strategic move that businesses often consider to avail themselves of various advantages offered by private limited companies. This conversion involves changing the legal structure of the business entity, and it is a significant decision that requires careful consideration. In this guide, we will explore the advantages, procedure, documents required, and frequently asked questions related to LLP to Pvt. Ltd. company registrations.

It’s important to note that the conversion process involves legal complexities, and professional advice from legal and financial experts is recommended for a smooth transition.

Advantages of LLP to Pvt. Ltd. Company Registrations

Limited Liability:

Pvt. Ltd. companies offer limited liability protection to their shareholders, ensuring that their personal assets are not at risk in case of business liabilities.

Fundraising:

Private limited companies find it easier to attract investment from venture capitalists, angel investors, and other funding sources, making it a preferred choice for businesses looking to expand.

Perpetual Succession:

Pvt. Ltd. companies enjoy perpetual succession, meaning the company continues to exist even if the partners change, ensuring stability and continuity.

Credibility and Perception:

Private limited companies often have a higher perceived credibility in the business world, which can be beneficial for attracting clients, partners, and customers.

Transferability of Shares:

Shares of a Pvt. Ltd. company can be easily transferred, allowing for easier ownership changes and investment opportunities.

Procedure of LLP to Pvt. Ltd. Company Registrations

Board Resolution

Obtain a board resolution approving the conversion and authorizing directors to take necessary actions.

Shareholder Approval

 Call for a general meeting to obtain shareholder approval for the conversion.

Application to ROC

File an application with the Registrar of Companies (ROC) for approval of conversion.

Drafting of New MOA and AOA

Draft and submit the new Memorandum of Association (MOA) and Articles of Association (AOA) compliant with the Companies Act.

ROC Approval

Once the ROC is satisfied with the application, it will issue a Certificate of Incorporation for the Pvt. Ltd. company.

Documents Required for LLP to Pvt. Ltd. Company Registrations:

Board Resolution for Conversion

Shareholder Approval

Application to ROC

New MOA and AOA

LLP Agreement

No-Objection Certificate from Creditors

No-Objection Certificate from Partners

Certificate of Incorporation of LLP

FAQs Regarding LLP to Pvt. Ltd. Company Registrations

Can an LLP be converted into a Pvt. Ltd. company directly?

No, the conversion must follow the prescribed procedure, including obtaining approval from the Registrar of Companies.

What is the timeline for the conversion process?

The timeline can vary, but on average, it takes around 30-60 days to complete the conversion process.

Are there any tax implications of converting from LLP to Pvt. Ltd.?

Yes, there may be tax implications, and it is advisable to consult with a tax professional for guidance.

Can all types of businesses convert from LLP to Pvt. Ltd.?

In most cases, yes, but certain businesses may have specific regulations that need to be considered.

What are the compliance requirements after conversion?

Post-conversion, the company must comply with the ongoing requirements of a Pvt. Ltd. company, including filing annual returns and financial statements.