LLP to Pvt Ltd Conversion — Section 366 Process, Fees, Documents (2026)

An LLP converts into a private limited company by registering as a company under Section 366 of the Companies Act, 2013 and the Companies (Authorised to Register) Rules, 2014: it publishes a URC-2 notice inviting objections, then files Form URC-1 linked with SPICe+, and the ROC issues the certificate of incorporation. No Regional Director or NCLT approval is involved; the URC-1 fee is charged on the same scale as registering a new company, and the process typically takes 30 to 60 days.

Converting an LLP to a Private Limited Company is a common move for growing businesses that want to raise venture capital or issue ESOPs. In this guide, we cover the process, cost, and tax implications, as the position stands in October 2026.

LLP to Pvt Ltd conversion at a glance

Why Convert LLP to Pvt Ltd?

• Plan to raise venture capital (VCs prefer Pvt Ltd)
• Want to issue ESOPs to employees
• Wider access to foreign investment, which is more restricted for LLPs than for companies
• Conversion to Public Ltd in the future
• Higher credibility with customers / vendors
• Tax rate: a company opting for the concessional regime pays about 25.17% (22% plus surcharge and cess) against 30% plus surcharge and cess for an LLP

Section 366 Conversion Process, Step by Step

Step 1: Partner consent and proposed directors

Partners give written consent to the conversion (at least a majority for a company limited by shares) and all partners sign an affidavit undertaking to apply for the LLP's dissolution once the company is registered. Decide the directors and shareholding, and get a DSC for each proposed director.

Step 2: Name reservation

Reserve the company name through SPICe+ Part A. The existing LLP name can usually be carried over with "Private Limited" in place of "LLP", subject to the MCA name rules (see why the MCA rejects company names). Time this step last: the URC-1 help file says URC-1 must be filed within 20 days of the Part A approval and cannot be filed after that.

Step 3: NOCs and the Rule 5 checks

The URC-1 help file lists a no-objection certificate from the Registrar (LLP) as an attachment for an LLP. Under Rule 5 of the Authorised to Register Rules, notice goes to the Registrar (LLP), who has 21 days to object; if it does not, no objection is presumed. Secured creditors must consent if any secured debt is outstanding. Rule 5 also needs a statement of accounts prepared not more than 15 days before the application and certified by the auditor, a declaration that the LLP has filed every document due under the LLP Act, and a statement of any proceedings pending by or against the LLP.

Step 4: URC-2 advertisement

Publish the notice in Form URC-2 inviting objections within 21 clear days, and serve a copy on the Registrar (LLP). Copies of the notice and proof of service are attached to the application.

Step 5: File SPICe+ with URC-1

File SPICe+ Part B with the e-MoA and e-AoA, linked with Form URC-1, attaching the documents listed below. The ROC considers the application together with any objections received.

Step 6: Certificate of incorporation

Once satisfied, the ROC issues the certificate of incorporation of the private limited company. The LLP's assets, liabilities and contracts vest in the company.

Step 7: Dissolution of the LLP

As undertaken in the partners' affidavit, the LLP then submits the documents for its dissolution to the Registrar (LLP). Do not leave this open: until the LLP is off the register, its own Form 8 and Form 11 obligations continue (see our LLP annual compliance guide).

Step 8: Statutory Updates

Update: PAN, TAN, GST, bank, FSSAI, MSME, IEC, trademark, contracts, employees.

Documents attached to URC-1 (LLP converting)

• Particulars of partners (as members), with the shares each will hold
• Declaration by two or more directors verifying those particulars
• Affidavit from all partners about the dissolution of the LLP
• LLP agreement and certificate of incorporation of the LLP
• Copy of the URC-2 newspaper notice and proof of service on the Registrar (LLP)
• Consent of a majority of partners
• NOC from the Registrar (LLP), and secured creditors' consent where applicable
• Statement of accounts certified by the auditor, where applicable
• Certificate from a CA, CS or cost accountant on compliance with the Stamp Act, to the extent applicable
• Undertaking by the proposed directors to comply with the Indian Stamp Act, 1899
• Copy of the latest income-tax return of the LLP
• Declaration that all documents due under the LLP Act have been filed, and a statement of pending proceedings, if any

What changes the day after conversion

The company is a new legal person with its own PAN, TAN and compliance calendar. The table below is the part most guides skip, and it is where first-year penalties come from.

Our annual compliance for private limited companies picks up from the first board meeting.

Tax Implications

Do not assume the conversion is tax-free. Whether capital gains arise depends on the facts and on the conditions in the income-tax law, including what the partners receive in exchange for their LLP capital, in what proportion, and whether the shareholding is kept for the required period. We review the tax position, along with GST registration and the transfer of input tax credit, before filing.

• Do partners receive only shares, in their profit-sharing ratio, and nothing else?
• Do all assets and liabilities of the LLP pass to the company?
• What happens to the LLP's brought-forward losses and depreciation?
• Is stamp duty payable where immovable property vests in the company?

Timeline

LLP to Pvt Ltd conversion fees

Our fees exclude GST. Government fees are paid at actuals. Still deciding between the two structures? Read LLP vs Pvt Ltd first, or compare with starting fresh through private limited company registration.

Common reasons for delay or rejection

• Filing under Section 18 or seeking Regional Director approval, which is the wrong route for an LLP.
• Missing NOC from the Registrar (LLP) or from secured creditors.
• URC-2 notice not served on the Registrar (LLP), or objections not addressed.
• Overdue LLP Form 8 or Form 11, which should be cleared before applying.
• Partner particulars in URC-1 not matching the shareholding in the e-MoA.

Frequently Asked Questions