Convert LLP to Pvt Ltd Company in India
LLP to Pvt Ltd. Growth Simplified.

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

1. Statutory Anchor — Section 366 (NOT the LLP Act): The Limited Liability Partnership Act, 2008 does NOT contain a direct LLP-to-company conversion provision (Section 56 of the LLP Act 2008 covers the REVERSE — private company to LLP). Conversion of an LLP into a Private Limited Company is undertaken under Part I of Chapter XXI (Sections 366 – 374) of the Companies Act, 2013 read with the Companies (Authorised to Register) Rules, 2014, by filing Form URC-1 on the MCA portal — with Form URC-2 (newspaper notice) published 21 days before URC-1 filing. On approval, the Registrar issues a fresh Certificate of Incorporation under Section 367; the entity now exists as a Pvt Ltd under the Companies Act, 2013.
2. LLP MUST BE ACTIVE: The LLP must be in ACTIVE status on the MCA portal — Form 11 (Annual Return) + Form 8 (Statement of Account and Solvency) up-to-date for ALL preceding financial years. LLPs with a pending Form 8 / Form 11 backlog face URC-1 rejection. If your LLP has compliance gaps, we file the catch-up returns (with late-fee ₹100/day per form) BEFORE initiating URC-1. Inactive / struck-off LLPs cannot use URC-1.
3. All Partners Become Directors + Shareholders: ALL EXISTING PARTNERS (designated + non-designated) of the LLP typically become FIRST DIRECTORS + SHAREHOLDERS of the Pvt Ltd. LLP designated partners already hold DPIN (Designated Partner Identification Number) — DPIN converts seamlessly to DIN for the Pvt Ltd via the MCA system. Non-DPIN partners get fresh DIN via SPICe+. Partners can collectively decide which of them serve on the Pvt Ltd board (others remain only shareholders) — we facilitate this restructuring.
4. Capital Contribution → Share Capital Mapping: Each partner's CAPITAL CONTRIBUTION (per the LLP Agreement) as on the date of the audited statement of accounts becomes the basis for SHARE ALLOTMENT in the Pvt Ltd. Profit-sharing ratio per the LLP Agreement + capital contribution typically determine final shareholding. Misaligned mapping = capital-gains tax exposure risk. We prepare the allotment schedule with cross-CA validation.
5. URC-2 Newspaper Advertisement Mandatory: Form URC-2 must be published in TWO NEWSPAPERS — ONE in ENGLISH and ONE in the PRINCIPAL VERNACULAR LANGUAGE of the State / Union Territory where the LLP's registered office is situated, AT LEAST 21 DAYS BEFORE filing URC-1. The advertisement invites OBJECTIONS from creditors / members / public. Objections received during the 21-day window must be addressed before URC-1 filing. Advertisement costs vary by State + newspaper circulation (typically ₹4,500 – ₹18,000 total) and are pass-through at actuals.
6. URC-1 Documentation Pack: Form URC-1 application must be filed with: (a) list of ALL partners with addresses + occupations + capital contribution + profit-sharing ratio (per the LLP Agreement), (b) list of creditors with claims and consents / no-objection, (c) AUDITED STATEMENT OF ACCOUNTS of the LLP (not older than 30 days from URC-1 filing — separate from Form 8), (d) declaration of solvency signed by all partners, (e) UNANIMOUS CONSENT of all partners for conversion, (f) URC-2 newspaper cuttings + objection-handling note, (g) affidavits by each partner, (h) proposed MOA + AOA, (i) LLP Agreement (original + all supplementary deeds), (j) Certificate of Incorporation of the LLP + LLPIN, (k) Form INC-9 declarations.
7. Tax Position — Honest Disclosure: Section 47(xiii) of the Income-tax Act, 1961 specifically deals with the transfer of a 'firm' (partnership firm under the Indian Partnership Act 1932) to a company — its DIRECT APPLICATION to an LLP-to-company transfer is INTERPRETIVE (the term 'firm' is not definitionally extended to LLPs in Section 47(xiii)). CBDT has not issued direct clarification. The common practitioner approach: structure to satisfy 47(xiii) principles by analogy + maintain the same proportionate shareholding + 5-year aggregate holding > 50%. We provide a structuring note (Supreme / Supreme Plus); COMPLEX CASES NEED SEPARATE INCOME-TAX ADVISORY which is OUT OF SCOPE of the base plans.
8. Plan Scope — Migration Coverage: Elemental covers ONLY the conversion (URC-1 + URC-2 + SPICe+ Part B + CoI). Enriched adds GST migration + corporate bank account + Udyam + MSME + INC-20A. Supreme adds statutory filings (ITR + AOC-4 + MGT-7A + ADT-1) + LLPIN cancellation. Supreme Plus adds conducting the 1st AGM + filing all relevant forms to the ROC for the 1st FY + asset transfer agreement + 12-month MCA + Trademark Assignment (TM-P).
9. Government Fees + Out-of-Pocket: MCA filing fee = ₹0 for authorised capital up to ₹15 lakh. URC-1 filing fee per MCA tariff (₹200 – ₹600). Stamp duty on MOA + AOA varies by State (₹500 – ₹12,600). URC-2 newspaper advertisement charges (₹4,500 – ₹18,000 typical). LLP backlog compliance late-fees ₹100/day per pending form. DSC issuance ₹1,999 per fresh DSC (designated partners may already have DPIN-linked DSC). All government fees + stamp duty + DSC + newspaper charges + LLP catch-up fees are billed at actuals.
10. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
11. Statutory Audit + AGM Mandatory: Unlike an LLP (where audit is mandatory only if T/O > ₹40 lakh or contribution > ₹25 lakh, and an AGM is not required), a Private Limited Company is required to (a) conduct an AGM under Section 96(1), (b) appoint a statutory auditor under Section 139 regardless of turnover / paid-up capital, (c) prepare full financial statements WITH a Cash Flow Statement, (d) file MGT-7 (full annual return). Annual compliance overhead is heavier than an LLP; this is factored into Supreme and Supreme Plus.
12. Refund Policy: Full refund of professional fee (less ₹1,999 documentation handling) is available if SPICe+ Part B + URC-1 application is not submitted within 14 working days from receipt of all required documents + URC-2 publication clearance + DSC + government fees. Government fees, stamp duty, DSC charges, and LLP catch-up fees, if already incurred, are non-refundable.
13. Out-of-Scope Items: Full Income-tax restructuring advisory (separately quoted — critical for LLPs given the interpretive position), transfer pricing review for inter-entity transactions, customs / EXIM portfolio migration, complex ESOP / Sweat-equity plans beyond the basic template, bank-loan restructuring, prior-year ITR re-filing of the LLP, complex creditor objections requiring litigation, RD approval applications, FEMA / FDI structuring for foreign LLP partners (separately quoted), partner dispute resolution prior to conversion, and litigation involving the LLP's pending dues are NOT included in the base plans.