An LLP becomes a private limited company by registering under Section 366 of the Companies Act, 2013: publish a URC-2 notice, file Form URC-1 linked with SPICe+, and the ROC issues the certificate of incorporation, typically in 30–60 days. The LLP's assets and liabilities vest in the company and the LLP is then dissolved.
The cost has two parts: government charges, paid at actuals, and our professional fee. The government side is driven mainly by the authorised capital of the new company and the state for stamp duty.
| Item | Who sets it | How it is worked out |
|---|---|---|
| URC-1 registration fee (with SPICe+) | MCA, Table of Fees | Same scale as registering a new company; rises with authorised capital |
| Stamp duty on e-MoA and e-AoA | State | State-wise, collected through SPICe+ |
| URC-2 newspaper notice | Newspaper | At actuals |
| DSC for each proposed director | Certifying authority | Per director; an existing valid DSC can be used |
| Overdue Form 8 / Form 11, if any | MCA, LLP rules | Normal fee plus additional fee, in multiples of the normal fee |
| Our professional fee | CorporateWalla | From ₹4,499, excluding GST |
Choose the authorised capital with care: it drives the URC-1 fee and the stamp duty, and it only needs to cover the shares issued to the partners on conversion plus near-term headroom.
Not sure an LLP is the right thing to give up? Compare the two structures in LLP vs Pvt Ltd first. The full step-by-step walkthrough is in our LLP to Pvt Ltd conversion guide.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 30–60 days
Timeline: 30–60 days
Timeline: 30–90 days
Government fee — paid by you at actuals
Government charges are paid at actuals. The URC-1 registration fee is charged on the same scale as registering a new company under the Companies (Registration Offices and Fees) Rules, 2014, so it rises with the authorised capital you choose; the MCA portal calculates it at filing. Add state stamp duty on the e-MoA and e-AoA, the URC-2 newspaper notice and DSCs for directors. If Form 8 or Form 11 is overdue, the LLP additional fee on those returns is payable before conversion.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
LLP COI, LLP agreement, latest financials, list of assets + liabilities, list of partners.
Written consent of the partners (at least a majority) and an affidavit from all partners. Apply for DIN + DSC for proposed directors. Publish the URC-2 advertisement inviting objections within 21 days.
File SPICe+ (with e-MoA + e-AoA) linked with Form URC-1 under Section 366, attaching partner details, the advertisement, creditor NOCs and the latest ITR.
The ROC considers the application and any objections, and may raise queries. No Regional Director or NCLT approval is required.
New Pvt Ltd COI issued. Within 15 days, intimate the Registrar (LLP) with documents for the LLP's dissolution. Update statutory cascade.
Tell us your requirement, a CA will call you in 30 minutes.
An LLP becomes a Pvt Ltd by registering as a company under Section 366 (Part I of Chapter XXI) and the Companies (Authorised to Register) Rules, 2014. Section 18 applies to companies changing class, not to LLPs, and the LLP's age does not trigger any NCLT approval.
There is no Regional Director approval. The LLP advertises in URC-2 inviting objections, and the ROC considers the application along with any objections before registering the company.
On registration, the assets, liabilities and contracts of the LLP pass to the new Pvt Ltd. We prepare the records and handle the updates with banks, tax and licensing authorities.
The income-tax treatment depends on the facts and on the conditions in the Income-tax Act. We review it before filing rather than assume the conversion is tax-free.
