“Every startup begins with a spark, but scaling it needs structure.”

Imagine this: You and your co-founder started an LLP because it was simple, quick, and efficient. But now, the business is growing. You’re eyeing venture capital, expanding teams, and needing more formal governance. That’s when the LLP structure starts to feel… limiting.

Enter the Private Limited Company—the golden gateway to scale, funding, and corporate credibility.

If you're ready for the next stage of your entrepreneurial journey, here's your comprehensive guide to converting your LLP into a Private Limited Company in India, as per the Companies Act, 2013 and LLP Act, 2008.

🧠 Why Convert an LLP to a Private Limited Company?

Let’s understand what drives this decision:

If your business is ready to scale, raise capital, or establish a formal governance structure, conversion is the way to go.

🧰 Pre-Requisites: Get Your House in Order

Before filing forms and chasing approvals, ensure you meet the following:

1. Minimum 2 Directors (at least one Indian resident).
2. Minimum 2 Shareholders (can be the same as directors).
3. Registered Office Address with valid proof.
4. Consent from all LLP Partners to convert.
5. No pending litigation or financial obligations under dispute.
6. LLP must file all returns and maintain clear financial records.
7. All Designated Partners must obtain DIN (Director Identification Number).
8. LLP should be in operation and compliant for at least one year before conversion.

🔄 Step-by-Step: The Legal Conversion Process

Let’s break this down like a project plan. Here’s how you convert an LLP to a Pvt Ltd company, legally and practically:

Step 1: Digital Signatures & DIN for Directors

• Apply for DSC (Digital Signature Certificates) for all proposed directors.
• If any director does not have a DIN, apply for it via SPICe+ Part A.

📝 Pro Tip: DSC is mandatory for signing e-forms. DIN is a legal ID for directors.

Step 2: Reserve Your New Company Name

Use the RUN (Reserve Unique Name) service on the MCA portal:

• Check trademark and company name availability.
• Name must end with “Private Limited”.
• Attach board resolution/NOC from LLP for name use.

✔️ Name is valid for 20 days once approved.

Step 3: Prepare Legal Documents

This is the documentation backbone. You’ll need:

1. Statement of Partners’ Consent to convert.
2. Latest Statement of Accounts (not older than 30 days), certified by a CA.
3. No Objection Certificate (NOC) from secured creditors (if any).
4. Memorandum of Association (MoA) – Defines objectives.
5. Articles of Association (AoA) – Governs internal rules.
6. Affidavits & Declarations by directors for compliance.

🧾 All documents must be digitally signed by a practicing professional (CA/CS/CMA).

Step 4: File Form URC-1

URC-1 is the central form to convert an LLP into a company under Part I, Chapter XXI of the Companies Act, 2013.

Attachments include:

• LLP Agreement.
• List of partners and their consent.
• Statement of assets and liabilities.
• Income Tax returns acknowledgment.
• Identity & address proof of directors.
• Proof of registered office (rent agreement or ownership documents).
• Copy of Board Resolution approving conversion.

🔁 This step notifies the Registrar about your intention to convert.

Step 5: Incorporation Application via SPICe+

File SPICe+ (INC-32) for company incorporation, along with:

• Part A: Name Reservation (if not done already)
• Part B: Company registration + statutory registrations

Additional linked forms:

• e-MoA (INC-33) & e-AoA (INC-34)
• AGILE-PRO (INC-35) – For GST, EPFO, ESIC, Bank Account, etc.
• INC-9 – Declaration by directors/subscribers.

📌 Ensure all declarations, affidavits, and documents are uploaded properly to avoid rejection.

Step 6: Certificate of Incorporation (COI)

Once the Registrar of Companies (RoC) is satisfied:

✅ You will receive the Certificate of Incorporation with a new CIN (Corporate Identification Number).

🎉 Congratulations! You are now a Private Limited Company.

📋 Post-Incorporation Compliance

Your journey doesn’t stop at COI. There are immediate steps to be taken:

1. Update PAN & TAN (automatically generated via SPICe+).
2. Inform all stakeholders – banks, vendors, customers.
3. Open a new bank account in company’s name.
4. Apply for GST registration, if applicable.
5. Intimate RoC about change, where required.
6. Close LLP bank account after settling all liabilities.

🧾 Legal & Professional Costs (Indicative)

✨ Conclusion

Converting your LLP into a Private Limited Company is not just a legal upgrade—it’s a strategic move. Whether you're chasing funding, scaling operations, or building investor trust, this transformation opens the doors to India's formal corporate ecosystem.

Think of it as going from a well-tuned scooter to a finely engineered car: more controls, more responsibility, but also more power.