Convert Private Limited into LLP in India
Lighter compliance. Same shield

TERMS & CONDITIONS

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

1. Statutory Anchor — Section 56 + Third Schedule of LLP Act 2008: Conversion of a Private Limited Company (or an unlisted Public Limited Company) into an LLP is governed by SECTION 56 of the Limited Liability Partnership Act, 2008 read with the THIRD SCHEDULE to the LLP Act and the LIMITED LIABILITY PARTNERSHIP RULES, 2009. The conversion is filed via FORM 18 (Application + Statement) + FORM FiLLiP (Incorporation) on the MCA portal. NO newspaper advertisement is required; NO 21-day public objection window (unlike URC-1 / Section 366 routes).
2. Critical Eligibility — Two Hard Conditions (Third Schedule Para 1): The conversion is permissible ONLY IF: (a) THERE IS NO SECURITY INTEREST in the assets of the company subsisting / continuing at the time of application (i.e., no charge / mortgage / lien on assets — if any exists, it must be discharged / satisfied BEFORE Form 18 filing), AND (b) the PARTNERS OF THE LLP to which it converts comprise ALL THE SHAREHOLDERS of the company and no one else (shareholder composition cannot change at conversion; a new entrant must wait for the post-CoI Form 4 amendment).
3. Critical Tax Eligibility — Section 47(xiiib) Income-tax Act: Capital-gains EXEMPTION on the transfer is available ONLY IF SIX strict conditions are simultaneously satisfied: (a) ALL ASSETS + LIABILITIES of the company transfer to the LLP; (b) ALL SHAREHOLDERS of the company become PARTNERS of the LLP in the SAME PROPORTION as their shareholding on the conversion date; (c) shareholders receive NO CONSIDERATION OR BENEFIT other than share in profit + capital contribution in the LLP; (d) AGGREGATE PROFIT-SHARING RATIO of the shareholders in the LLP is NOT LESS THAN 50% AT ANY TIME during the 5 YEARS post-conversion; (e) the company's TURNOVER (sales / gross receipts) IN ANY OF the 3 PREVIOUS YEARS preceding conversion DOES NOT EXCEED ₹60 LAKH; (f) the company's TOTAL ASSETS in books of accounts IN ANY OF the 3 PREVIOUS YEARS preceding conversion DO NOT EXCEED ₹5 CRORE; AND (g) NO AMOUNT IS PAID to any partner out of accumulated profits of the company for 3 YEARS from the date of conversion. BREACH of any condition — at conversion OR within 5 years post-conversion — triggers TAXATION under Section 45 read with Section 47A(4).
4. Section 47(xiiib) Practical Position: The ₹60 lakh turnover + ₹5 crore asset thresholds are RESTRICTIVE. They exclude most growth-stage Pvt Ltd companies. If your company exceeds these thresholds, the conversion is STILL LEGALLY PERMISSIBLE under Section 56 / Third Schedule — but the transfer of assets attracts CAPITAL-GAINS TAX (since the Section 47(xiiib) exemption is not available). We audit your eligibility in the discovery call before kicking off Form 18.
5. Plan Scope — Migration Coverage: Elemental covers ONLY the conversion (Form 18 + FiLLiP + CoI + Form 14 within 15 days). Enriched adds Form 3 LLP Agreement (within 30 days) + GST migration + corporate bank account. Supreme adds asset transfer agreement + license amendments (Shop & Estd / Trade License) + 6-MONTH STATUTORY STACK (Form 11 + Form 8 + ITR + audit support).
6. Government Fees + Stamp Duty + Out-of-Pocket: MCA filing fee for Form FiLLiP + Form 18 = ₹0 for contribution up to ₹1 lakh; slab-based above. Name reservation ₹200 – ₹1,000 per attempt. Stamp duty on LLP Agreement (Form 3) varies by State (₹500 – ₹5,000+ based on contribution). Stamp duty on Asset Transfer Agreement (Supreme tier, if applicable) ₹500 – ₹3,000+. DSC issuance = ₹1,999 per Class-3 individual DSC per designated partner (existing director DSCs may carry over via DPIN). Affidavit + notarisation = ₹500 – ₹1,500. Form 14 filing fee ₹50 – ₹300. All government fees + stamp duty + DSC are billed at actuals on top of our professional fee.
7. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
8. Asset / Liability Auto-Vesting under Third Schedule: Per Clauses 6 + 7 of the Third Schedule, on registration of the LLP, ALL TANGIBLE + INTANGIBLE PROPERTY VESTED IN THE COMPANY, all ASSETS, INTERESTS, RIGHTS, PRIVILEGES, LIABILITIES, OBLIGATIONS relating to the company + the WHOLE OF THE UNDERTAKING of the company shall be TRANSFERRED TO AND SHALL VEST IN THE LLP without further assurance, act or deed. The company shall be DEEMED TO BE DISSOLVED + removed from the records of the Registrar of Companies. In most cases this auto-vesting is sufficient; an explicit Asset Transfer Agreement (Supreme tier) is included for specific cases needing clearer documentation (e.g., immovable property registration, bank loan transfer, etc.).
9. Company Deemed Dissolved on CoI + Form 14 Within 15 Days: On issuance of CoI under the LLP Act, the company is DEEMED DISSOLVED WITHOUT WINDING UP per Clause 6 of the Third Schedule. No separate strike-off / winding-up application is required. However, within 15 DAYS of LLP registration, FORM 14 (Notice to Registrar of Companies) must be filed with the ROC to formally intimate the conversion + dissolution. Included in all plans.
10. Form 3 — LLP Agreement Filing (Within 30 Days): Per Section 23 of LLP Act 2008 + Rule 21 of LLP Rules 2009, the LLP Agreement must be filed with the Registrar in FORM 3 within 30 DAYS of incorporation. If not filed, the rights + duties of partners + LLP default to the FIRST SCHEDULE provisions (which most converters don't want). Stamp duty on LLP Agreement payable at State rates. Filed in Enriched + Supreme tiers; Elemental clients file Form 3 themselves (we provide template).
11. Refund Policy: Full refund of professional fee (less ₹1,499 documentation handling) is available if Form 18 + FiLLiP application is not submitted within 14 working days from receipt of all required documents + DSC + Statement of Accounts + government fees. Government fees, stamp duty, and DSC charges already incurred are non-refundable.
12. Out-of-Scope Items: Full Income-tax restructuring (separately quoted for high-value or threshold-breaching cases), transfer pricing review, customs / EXIM portfolio migration, charge-satisfaction / security-interest discharge for company assets (separately quoted), buy-back / capital reduction prior to conversion, complex creditor objections requiring litigation, FEMA / FDI structuring for foreign shareholders (LLPs with foreign partners subject to FEMA conditions — separately quoted), and litigation involving the company's pending matters are NOT included in the base plans.