Convert Your LLP into a Private Limited Company
LLP to private limited company conversion under Section 366 using Form URC-1. Eligibility review, documents and ROC filing by qualified professionals.
- Fixed, itemised price
- Partner CA / CS / advocate
- Free Ambition Pro for 12 months
LLP to Private Limited Company Conversion at a glance
- Professional fee
- Quote on request, confirmed before you pay
- Typical timeline
- Conversion typically takes 4 to 8 weeks after documents are complete, depending on consents, notices and ROC processing.
- Who handles it
- A qualified professional from the Vibence partner network
- Documents
- LLP incorporation certificate and LLP agreement, PAN of the LLP and of every partner, Identity and address proof of partners and more
- Included free
- Free Ambition Pro for 12 months and domains at cost
Last reviewed October 2026
LLPs work well for partners who want flexibility, but many reach a point where a private limited company makes more sense. Investors usually prefer equity in a company, and ESOPs and share-based fundraising are only possible in a company. An LLP can register as a private limited company under Section 366 of the Companies Act, 2013 by filing Form URC-1. Partners become shareholders, and the LLP's assets and liabilities vest in the new company.
Vibence manages the conversion through qualified professionals from the Vibence partner network. We review your LLP's filings and partner structure, prepare the URC-1 application, draft the MOA and AOA and guide you on the notices and consents the process needs. After registration, we help you move GST, bank accounts and licences to the company and close out the LLP's records.
Who this is for
- LLPs planning to raise venture or angel funding
- LLPs wanting to offer ESOPs to their team
- Partners seeking a more conventional ownership structure
- Businesses expecting many future shareholders
Investor-friendly structure
Equity in a private company is the format most investors expect.
ESOP capability
A company can create employee stock option plans for its team.
Business continuity
Assets, liabilities and contracts vest in the company on registration.
Limited liability retained
Shareholders keep the liability protection partners already had.
What's included
- Eligibility and compliance review of the LLP
- Preparation and filing of Form URC-1 with supporting documents
- Drafting of MOA and AOA
- Guidance on partner and creditor consents
- Guidance on newspaper notices
- Support with transferring GST, bank accounts and licences
We confirm an itemised fixed price for your exact case before any payment.
Get my quote- Free Ambition Pro for 12 months
- Domains at cost
Government filing fees, stamp duty and GST are payable in addition to our fee and depend on your state and the company's capital.
Documents you'll need
- LLP incorporation certificate and LLP agreement
- PAN of the LLP and of every partner
- Identity and address proof of partners
- Latest Form 8 and Form 11 filings
- Latest financial statements and income tax returns
- Consent of all partners to the conversion
- List of creditors with their consent where required
Conversion typically takes 4 to 8 weeks after documents are complete, depending on consents, notices and ROC processing.
Government filing fees, stamp duty and GST are payable in addition to our fee and depend on your state and the company's capital.
Qualified professionals from the Vibence partner network, with certification wherever the law requires it.
The process
- Compliance checkWe confirm the LLP's annual filings are up to date.
- Partner approvalPartners approve the conversion and the proposed company name.
- Prepare documentsProfessionals draft the MOA, AOA and URC-1 attachments.
- File with ROCThe application is filed with the Registrar of Companies.
- TransitionAfter registration, we help move registrations and accounts to the company.
LLP to Private Limited Company Conversion: FAQs
How does an LLP convert into a private limited company?
An LLP can apply to register as a company under Section 366 of the Companies Act, 2013 by filing Form URC-1 with the Registrar. Partners approve the conversion, notices are published as required, and the proposed MOA and AOA are filed. Once the Registrar approves, the LLP becomes a private limited company and its partners become shareholders.
Do the LLP's pending filings need to be completed first?
Yes. The LLP's annual returns, statements of account and other filings should be up to date before applying. Outstanding filings or defaults can delay or block the application. We review the LLP's records at the start and help clear any pending compliance before the URC-1 is filed.
Is converting an LLP to a company taxable?
The tax effect depends on the facts. Specific exemptions apply to some conversions in the opposite direction, from company to LLP, but an LLP becoming a company may not have equivalent relief, and capital gains could arise. A professional from the Vibence partner network reviews your position and explains the likely tax effect before you proceed.
What happens to the LLP's assets, liabilities and contracts?
On registration under Section 366, the LLP's property, rights and liabilities vest in the new company. Contracts and legal proceedings generally continue in the company's name. You still need to update banks, tax authorities, licences and key counterparties so that records reflect the new company name and identity.
Will we need new registrations after conversion?
Yes, some. The company receives a new PAN and TAN, so GST and certain other registrations must be obtained again in the company's name. Unused GST input credit can generally be transferred where the business moves as a going concern. Licences issued to the LLP should be updated or reissued as each authority requires.
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