LLP to Private Limited
Convert your Limited Liability Partnership to a Private Limited Company under Section 366 of the Companies Act 2013 — partners' consent, URC-1 filing, advertisement and new Certificate of Incorporation.
Convert your LLP to a Private Limited Company
Share your LLP details. We handle the advertisement, partners' consent, URC-1 and all MCA filings.
Talk to a CS →A complete llp to private limited package
Partners Consent
Written consent of all partners of the LLP to convert to a private limited company.
Newspaper Advertisement
Advertisement published in a local newspaper in Form URC-2 inviting objections from creditors before conversion.
URC-1 Filing
Form URC-1 filed with ROC — with LLP agreement, list of partners, statement of accounts and advertisement proof.
MOA & AOA Drafting
New Memorandum and Articles of Association drafted for the private limited company.
DIN & DSC for Partners-Turned-Directors
Partners obtaining DIN and DSC — DIR-2 consent and DIR-12 filing for new directors.
New Certificate of Incorporation
ROC issues a new Certificate of Incorporation for the converted private limited company.
What is needed for llp to private limited
Section 366 Route
LLP to private limited conversion is done under Section 366 (Chapter XXI Part I) — not a fresh incorporation.
All Partners Must Consent
Conversion requires consent of all partners — no dissentient partner can block if all agree.
Newspaper Advertisement Mandatory
Advertisement in Form URC-2 in a local newspaper must be done before URC-1 is filed — creditors have 21 days to object.
Statement of Accounts
Audited financial statements of the LLP not older than 6 days before filing URC-1 are required.
Minimum 2 Directors & 2 Shareholders
The converted private limited company must have at least 2 directors and 2 shareholders.
LLP PAN and Registrations Transfer
GST registration, PAN, bank accounts must be transferred to the new private limited company after conversion.
A newspaper advertisement in Form URC-2 must be published before URC-1 is filed — creditors have 21 days to raise objections. The ROC will not process URC-1 without proof of advertisement. We handle the advertisement placement and ensure the copy is obtained in time for the filing.
Common issues with llp to private limited
Simple steps, no surprises
Partners consent and advertisement
All partners give consent — newspaper advertisement in URC-2 published — 21-day objection period observed.
URC-1 filed with ROC
URC-1 filed with MOA, AOA, LLP agreement, partner list and audited accounts — ROC processes.
New CoI received
New Certificate of Incorporation issued — PAN, GST, bank accounts and all registrations transferred.
LLP dissolved
LLP formally dissolved on MCA after conversion — all business moved to new private limited company.
Other services you may need
Frequently asked questions
Yes. An LLP can convert to a private limited company under Section 366 (Chapter XXI, Part I) of the Companies Act 2013. The process involves partner consent, a newspaper advertisement, filing of Form URC-1 with the ROC and issue of a new Certificate of Incorporation.
Form URC-1 is the application for conversion of a body corporate (including LLP) to a company under Part I of Chapter XXI of the Companies Act 2013. It must be filed with the ROC along with the MOA, AOA, list of partners, statement of accounts and proof of newspaper advertisement.
Yes. A newspaper advertisement in Form URC-2 must be published in a local newspaper inviting objections from creditors. The advertisement must appear at least 21 days before filing URC-1 with the ROC.
After the ROC issues the new Certificate of Incorporation for the converted private limited company, the LLP ceases to exist. All assets, liabilities and obligations of the LLP vest in the private limited company by operation of law.
Yes. Partners who will become directors of the new private limited company must have a valid DIN. If they do not already have a DIN, Form DIR-3 must be filed to obtain one before URC-1 is submitted.
Ready to convert your LLP to a Private Limited Company?
We handle URC-2 advertisement, partners consent, URC-1 filing and all post-conversion registrations.