How to Convert Private Limited Company into LLP

August 05, 2025

Registrationwala

Preface: This post was originally published in 2019 and has been updated on August 05, 2025, to provide you with the most current and accurate information.

A Private Limited Company is one of the most preferred business structures. However, it needs to adhere to strict compliance requirements set forth by the Ministry of Corporate Affairs (MCA). It needs to appoint directors, conduct mandatory statutory audits regardless of business turnover and hold board meetings.

On the other hand, LLPs do not have to fulfill any of these requirements. They’re more flexible and subject to fewer compliance requirements. Therefore, some business owners may choose to convert their Pvt Ltd Companies into Limited Liability Partnerships (LLPs).

If you run a pvt ltd co and would like to convert it into an LLP, check out this blog post where we explain the detailed process for this!

Top Reasons for Converting a Pvt Ltd to an LLP

Here are the top reasons why entrepreneurs may choose to convert a pvt limited co to an LLP:

Unlike pvt ltd companies that need to file several forms, the LLPs only need to file two annual forms, namely Form 11 and Form 8. Therefore, the LLPs have less administrative burden and costs.
The LLPs have less stringent meetings. Unlike the pvt limited companies, the LLPs don’t need to conduct any board meetings or annual general meetings.
The LLPs with annual turnover less than Rs. 40 lakhs don’t need to get their accounts audited. This reduces business costs for them. However, private ltd companies need to conduct statutory audits regardless of their turnover.
In an LLP, there’s no need to appoint any director. Only partners are required to manage the business.

Prerequisites for Conversion of Pvt Ltd to LLP

Here are some prerequisite requirements for converting a pvt ltd co to an LLP in India:

Every member of the private limited company must give their consent regarding the conversion.
The annual financial returns latest copy must be submitted with the ROC.
All the creditors must give their consent for the conversion.
An LLP agreement must be drafted and must receive the consent from all the members.

Documents Required to Convert Pvt Ltd to LLP

The following documents are crucial for converting a pvt ltd co to an LLP:

Signed consent from shareholders of the company to convert Private limited company into LLP
Incorporation document
Application and declaration of LLP incorporation
No objection/no dues certificate from tax authorities.
Statement of assets and liabilities from the company
List of creditors of the company, along with their signed consent
Authorization required to make the declaration
Additional documents related to the type of business.
Proof of registered office of LLP

Eligibility for Pvt Ltd Company to LLP Conversion

A private ltd can only be converted into an LLP in the following cases:

The pvt limited company must have no security in its assets at the time of conversion application.
The LLP partners can only be individuals who are the pvt ltd’s shareholders. Therefore, all the private ltd shareholders must agree to become LLP partners.
The company should not have any ongoing legal proceedings.
The company should not have any ongoing winding-up proceedings.

Process for Conversion of PVT Ltd to LLP

Fulfillment of the process to convert private limited co to LLP will permanently halt the identity of a company. This process contains the following steps:

Step 1: Conduct a Board Meeting and General Meeting

A board board meeting must be convened where a resolution must be passed for approving the conversion of private ltd into LLP.

Then, a general meeting must be held where a special resolution must be passed by the shareholders for approving the conversion.

Step 2: MGT 14 Filing with ROC

Now, the company must file a copy of board resolution and special resolution passed in board meeting and general meeting using form MGT 14. This form must be filed within a period of 30 days of passing such resolution.

Along with the form, the required fee and documents must be submitted with the Registrar of Companies (ROC).

Step 3: LLP Name Application

The company must apply for LLP’s name. For this, form RUN LLP must be filed with ROC along with payment of prescribed LLP name application fee.

The name chosen for the Limited Liability Partnership must be unique and comply with requirements set forth by the MCA. It cannot be the same or identical/similar to an existing business name.

Step 4: Conversion Application Filing

Once the name is approved, for converting a pvt limited company into an LLP, the Form 18 (form for conversion application) needs to be filed.

Additionally, Form FiLLiP (LLP incorporation form) needs to be filed. Apart from this, it is essential to obtain consent from the designated partners in eForm 9.

Step 5: Issuance of Incorporation Certificate

Once the ROC verifies all the documents, it’ll issue the certificate of incorporation as a pvt limited company converted into LLP

Step 6: Intimation to ROC Regarding Conversion

The newly converted business (LLP) must file an application with ROC to notify about the conversion. For this, form 14 needs to be filed within a period of 15 days from the date of registration. Along with this, a certificate of incorporation and other necessary documents need to be filed.

Step 7: LLP Agreement’s Filing

The rights, responsibilities, duties and obligations of the LLP partners are governed by the LLP agreement. This agreement needs to be written or printed on stamp paper.

It needs to be filed online via the official MCA portal using form 3. This form needs to be filed within 30 days from the date of incorporation.

Step 8: Post-Conversion Compliance Requirements

The LLP must open a bank account in its name to conduct financial transactions for the business. Additionally, it must secure a new Goods and Services Tax Identification Number (GSTIN) since the previous GSTIN it secured as a company got cancelled.

Impact of Conversion of Pvt ltd Company to LLP

When you convert your private limited company into an LLP, the following effects take place:

Dissolution of a private limited company.
Removal of a private limited company from the Company Registry.
Transfer of all the assets, interest and liabilities, privileges and obligations to the LLP.
Transfer of all the licenses and permissions that were issued to the private limited company to the LLP.

Conclusion

It is possible to convert a pvt ltd company into an LLP. The conversion process is governed by the LLP Act 2008. For assistance in converting your private ltd company into an LLP, you can connect with company incorporation consultants at Registrationwala. We will help you prepare and file all the necessary documents with the Registrar of Companies (ROC).

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