Convert Private Limited to LLP
Convert your private limited company into a Limited Liability Partnership (LLP) to enjoy lower compliance requirements while keeping limited liability.
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Overview of Private Limited to LLP Conversion
Converting a Private Limited Company to an LLP is an attractive option for businesses looking to simplify their administration. An LLP offers similar benefits like limited liability and a separate legal entity, but with much fewer compliance requirements.
The conversion is governed by Section 56 and the Third Schedule of the LLP Act, 2008. All shareholders of the company must become partners in the LLP, with no external partners added during the conversion process.
Eligibility Criteria
All shareholders must consent to the conversion.
No security interest on the company assets must be active.
Up-to-date filing of MCA returns (Form AOC-4 and MGT-7).
No open charges or prosecutions against the company.
Documents Required
Registration Process
Step 1: Board Meeting & DPIN Verification
Hold a board meeting to approve conversion and verify all director DPINs.
Step 2: File Form 18 (Application for Conversion)
Submit the conversion application along with shareholders consent and financial statements to the RoC.
Step 3: File Form FiLLiP (Incorporation)
Submit incorporation details, registered address proof, and partners credentials.
Step 4: Draft and File LLP Agreement
File Form 3 containing the LLP agreement within 30 days of receiving the certificate of incorporation.
Fees & Charges
| Fee Component | Amount |
|---|---|
| RoC Form 18 and FiLLiP Filing Fees | ₹5,000 (Varies with capital) |
| LLP Agreement Stamp Duty | Starts from ₹500 (State dependent) |
| Professional Advisory Fee | Contact for quotation |
Key Advantages
Tax Efficiency
Profits distributed by an LLP to its partners are exempt from tax, unlike dividends from a Private Limited Company.
Fewer Compliances
No board meetings, general meetings, or complex register maintenance is required for LLPs.
Frequently Asked Questions
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