LLP to Private Limited Company

An LLP is a supple business structure ideal for small businesses and start-ups as it has least compliance requirements and is a partnership-based model. However, as a business nurtures and seeks to raise capital or expand its operations, converting into a Private Limited Company becomes beneficial. A private limited company permits greater access to funding through shareholders, limited liability protection, increased credibility and clear ownership.

The process of conversion of an LLP into a private limited company is governed under Section 366 of the Companies Act, 2013. To become eligible for conversion, the LLP is required to have at least seven partners and must also obtain a No Objection Certificate (NOC) from all its creditors. Once transformed, the company enjoys a separate legal identity, perpetual succession and a more organized corporate structure, which is necessary for expansion and compliance with legal standards.

Even though this process consist of many legal and procedural steps, it eventually sites the business for greater growth and investment opportunities. This change will not affect the LLP's existing assets, liabilities or contracts, as will confirm seamless transition as well as a continued operations under the new corporate identity.

The Legal Provisions for converting the LLP into a private Limited Company?

For converting LLP to a Private Limited company their benefits are mentioned below:

• Shields personal assets from business liability, limits liabilities of Directors.
• The Private Limited Company (Pvt. Ltd) continues to exist even after the death of the Shareholders
• Open doors to raise capital from a venture capitalist, angel investor, financial institutions etc.
• Creates brand value as private limited structure is more transparent compared to other business structures.
• Ownership gets transferred by just transferring shares.
• Private Limited Company being a unique identity, can own/acquire and alienate, property in its name. Property owned could be anything like copyrights, patents, machinery, building, intangible assets, land, and residential property. Factory etc.
• After funding or Borrowing Capital: It's easy for containing private limited company to get funding or borrow capital from angle investors / venture capitalists / banks / Financial Institutes in comparison to other company types.

A list of documents are required for LLP to Private Company are mentioned below:

• List of Partners along with their detailed particulars
• Declaration of directors confirmatory the particulars of all partners
• An affidavit from all the partners for dissolution of the entity
• Newspaper advertisement
• Certificate of registration of the LLP
• LLP Agreement
• Statement of Assets & Liability Certified by CA
• Income Tax Return Copy of the LLP
• Newspaper Advertisement (URC-2)
• NOC From the Creditor
• NOC From the ROC where the LLP is registered

The conversion process includes a series of legal steps under MCA guidelines. Following is the step by step procedure: 

• Pass a Special Resolution: The partners of the LLP must provide a special resolution approving the conversion into a private limited company and the designated partners are empowered to act on behalf of the LLP.
• Obtain Name Approval: Apply on MCA portal through RUN (Reserved Unique Name) form as per availability of name. The name should reflect the nature of the unit and should follow naming guidelines.
• File Incorporation Forms: File SPICe+ (Simplified Proforma for Incorporating Company electronically Plus) along with MOA, AOA, and other incorporation documents, including details of directors, registered office, and capital structure.
• Apply for Conversion under Section 366: Submit Form URC-1 with essential attachments, including NOCs, affidavit of compliance, list of members, and LLP incorporation documents.
• Issue of Certificate of Incorporation: After successful verification, the Registrar of Companies (ROC) issues a Certificate of Incorporation, officially distinguishing your business as a private limited company.

Corpseed is one of the top consulting firms, providing comprehensive assistance in business transitions, guiding companies through every legal and procedural step. When it comes to converting an LLP into a Private Limited Company, Corpseed offers detailed support in various critical areas.

• Documentation Support: We assist in preparing and organizing all the necessary documents required for conversion, ensuring compliance with MCA regulations.
• Regulatory Filing: Corpseed takes care of all MCA filings and forms, such as RUN, SPICe+, and URC-1, minimizing the risk of rejections or delays.
• Legal Advisory: Our experts provide end-to-end guidance on legal implications, benefits, and responsibilities involved in the conversion process.
• Name Approval & COI: We help in securing the right company name and obtaining the Certificate of Incorporation promptly.
• Ongoing Compliance: Post-conversion, we offer continued support to help maintain corporate compliance, filing, and governance under the Companies Act.