Private Company to LLP

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Overview
Benefits
Process
FAQs

Overview

Converting a Private Limited Company into a Limited Liability Partnership (LLP) is an effective way for small and medium businesses to reduce their compliance burden while continuing as a legally recognized entity. A Private Limited Company is governed by the Companies Act, 2013, which has relatively strict compliance and reporting requirements. On the other hand, an LLP is governed by the Limited Liability Partnership Act, 2008 and enjoys simplified regulatory norms, lesser compliance, and operational flexibility while still offering the benefit of limited liability.

This conversion is permitted under Indian law, provided the Private Limited Company has no listed securities and has obtained consent from all its shareholders. After conversion, the company ceases to exist as a Private Limited Company and continues as an LLP. The partners of the LLP are the same as the shareholders of the erstwhile company, and all its assets, liabilities, rights, and obligations are transferred automatically to the LLP.

At BizGlobal, we assist companies in completing this transition smoothly. Our team handles drafting of board resolutions, partners’ agreements, preparation of necessary documents, filing of forms with the Ministry of Corporate Affairs (MCA), and obtaining the Certificate of Registration for the new LLP. We ensure the process is fully compliant, time-efficient, and stress-free, enabling you to focus on business while we manage all legal formalities.

Advantage

Lower Compliance Cost

An LLP has fewer annual compliances compared to a Private Limited Company. This reduces recurring expenses on audits, filings, and secretarial work, which makes it ideal for small and medium-sized bus... View More

Tax Benefits

LLPs are not subject to dividend distribution tax, which applies to Private Limited Companies. This means the profits can be distributed to partners without additional tax, resulting in overall tax sa... View More

Operational Flexibility

LLPs provide more flexibility in internal management as they are governed by an LLP agreement mutually decided by the partners. This allows partners to define roles, responsibilities, and profit-shari... View More

Limited Liability Protection

Similar to a company, an LLP offers limited liability protection to its partners. Their personal assets are safeguarded, and they are only liable to the extent of their capital contribution, ensuring ... View More

No Limit on Partners

While a Private Limited Company can have a maximum of 200 shareholders, an LLP has no maximum limit on the number of partners, which allows for easier expansion and inclusion of new partners.

REGISTRATION PROCESS

Process to Convert a Private Company to a Limited Liability Partnership

Convene Board and Shareholders’ Meetings

Hold a board meeting and then an extraordinary general meeting (EGM) to pass resolutions approving the proposal to convert the Private Limited Company into an LLP. The Company shall file a copy of the Board Resolution and Special Resolution passed in its duly convened Board meeting and General meeti

Obtain Name Approval

Applicant company shall apply for reservation of its name as a Limited Liability Partnership (LLP) in Form RUN-LLP along with stipulated fee and its board resolution to the Registrar and choose “Conversion of Private Limited Company into LLP” option from the dropdown list.

File Incorporation Forms

An application for conversion of such Private Limited Company into LLP shall be filed Form – 18 along with the necessary attachments and the fee as may be applicable. Once the ROC verifies the forms and documents, they will issue a Certificate of Registration confirming the conversion to an LLP.

Filing of LLP agreement (Form-3)

The Limited Liability Partnership (LLP) shall file Form 3 in respect of the LLP Agreement so executed, with the Registrar within 30 days from the date of such conversion.