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Process of LLP to Private Limited Company Conversion after Takeover

18th Sep, 2025| 5 Min read.

LLP to Pvt. Company

Complete the Takeover of LLP process

  • The LLP must first be taken over properly.
  • This means:
    • New owners become partners of the LLP.
    • The LLP agreement is updated to record new partners.
    • Old partners (if any) exit.
  • Once this takeover is complete, the conversion process can begin.

 

Obtain Consent from Partners

  • All current partners of the LLP must agree to convert it into a Private Limited Company.
  • A resolution is passed by the partners giving their approval.
  • This consent is mandatory because conversion changes the legal structure.

 

Name Approval of New Company

  • Apply for name reservation through RUN (Reserve Unique Name) on the MCA portal.
  • The name should end with “Private Limited”.
  • Example: “GreenTech LLP” → “GreenTech Private Limited Company”.
  • If the LLP wants to keep the same name, it can apply, but the suffix will change.

 

Prepare Documents for Conversion

Here is the list of key documents required:

  1. Incorporation Certificate of LLP
  2. LLP Agreement (latest version)
  3. List of Partners (who will become shareholders) with their shareholding ratios
  4. Consent Letters from all partners for conversion
  5. No Objection Certificate (NOC) from creditors, if LLP has loans
  6. Financial Statements of LLP (Balance Sheet & Profit/Loss Account) certified by a CA
  7. Proof of Registered Office Address (rent agreement/utility bill)
  8. Identity & Address Proofs of all partners/directors
  9. Declaration of Compliance signed by a professional (CA/CS/CMA/Advocate)

BizzXchange help in these conversionprocess

 

Draft MOA & AOA

  • A Private Limited Company is governed by:
    • MOA (Memorandum of Association): Defines the objectives of the company (what it will do).
    • AOA (Articles of Association): Defines internal rules, management powers, shareholder rights, etc.
  • These must be drafted carefully for the new company.

 

File Conversion Application with MCA

  • File Form URC-1 with the MCA along with all the above documents.
  • Attach:
    • Partner & Shareholder details
    • MOA & AOA drafts
    • NOC from creditors
    • Financial statements
  • Pay government fees for registration.

 

Scrutiny by ROC

  • The Registrar of Companies (ROC) will review the application.
  • If there are errors or missing documents, ROC will ask for corrections.
  • After successful verification, ROC will approve the conversion.

 

Certificate of Incorporation

  • Once approved, ROC issues a fresh Certificate of Incorporation (COI).
  • From this date, the LLP legally becomes a Private Limited Company.

 

🔹 What Happens After Conversion?

  1. Assets & Liabilities Transfer Automatically
    • All properties, contracts, debts, and bank accounts of the LLP are transferred to the Private Limited Company without a fresh agreement.
  2. Partners Become Shareholders
    • The existing LLP partners automatically become shareholders of the new company.
    • Their profit-sharing ratio in LLP becomes shareholding ratio in the company.
  3. Business Continuity
    • The business continues without interruption.
    • All agreements with clients, suppliers, or banks remain valid.
  4. New Compliance Requirements
    • Unlike LLPs, Private Limited Companies must follow stricter rules:
      • Conduct board meetings & annual general meetings (AGMs)
      • Maintain statutory registers
      • File annual returns with ROC (Form AOC-4, MGT-7)
      • Audit is compulsory every year

 

🔹 Advantages of Converting After Takeover

* Easier to raise equity capital from investors.
* More credibility with banks, clients, and vendors.
* Eligible for ESOPs (stock options for employees).
* Can expand operations abroad (LLPs are restricted in some cases).
* Smooth transfer of all assets, liabilities, and contracts.

 

Example

Suppose Bright Ideas LLP was taken over by Mr. Raj and his team.

  • They want to raise funds from investors, but investors prefer companies, not LLPs.
  • Raj decides to convert the LLP into Bright Ideas Private Limited Company.
  • After ROC approval, all the assets (office, contracts, goodwill) and liabilities (loans, dues) of the LLP shift automatically to the new company.
  • The old partners (if still present) become shareholders, and the business runs smoothly with a stronger structure.