Pre-requisites for Conversion of LLP to Private Limited

The below conditions should be adhered before making an application for the conversion of LLP to Private Limited:

• The LLP should have at least two members/ partners who are needed for Private Limited registration and conversion process.
• All LLP partners should consent and approve the conversion.
• No objection certificate (NOC) should be received from Registrar
• LLP should comply with all the statutory and return filings.
• Publication in two newspapers (English and regional language of place where the registered office is situated) must be made for such conversion of LLP to Private Limited.

Documents & Process for Conversion of LLP to Private Limited

The conversion for LLP to Private Limited should be made by the applicant in the below steps:

1. Name approval – the name of the Private Limited should be obtained from the Registrar of Companies (ROC)

2. Secure DIN and DSC – the members and directors of the Private Limited should obtain the Director Identification Number (DIN) by filing the application on MCA portal and the Digital Signature Certificate (DSC) through any certified authority Class–III category.

Documents duly self- attested required:

• Passport size photograph
• Identity proof of applicants
• Address proof of applicants

3. e-form URC-1 – After the name approval, the applicant shall file the e-from URC-1 with the requisite documents on the MCA Portal along with the required filing fees.

Documents required for conversion:

• Passport size photograph
• Identity proof of applicants
• Address proof of applicants
• Latest return copy filed by LLP
• NOC obtained from members of LLP and the Registrar

Attachments required for filing the e-form URC-1:

• List of members with particulars and details (e.g.: name, address, shared held etc.)
• List of first directors of Company with particulars and details along with an affidavit from all Directors under section 164 of the Act, stating none of the Director is disqualified.
• List of partners of LLP with particulars and details
• Copy of LLP agreement and certificate of registration duly verified by two members or partners of LLP
• No objection certificate (NOC) in written from all creditors of LLP
• Certified copy of Account statement of Private Limited by auditor at least six days before date of application.
• Copy of extract in newspaper for conversion publication made.
• A statement with details of number of shares, the ratio and the name of the LLP with addition of Pvt. Ltd. Included in the name.

4. MoA and AoA – Once name approval obtained and the e-from URC-1 is scrutinised by the Registrar, the drafts of the Memorandum of Association (MoA) and Articles of Association (AoA) is to be prepared and submitted.

5. Certificate of Incorporation – ROC grants the certificate of incorporation once all the compliances for the conversion is successfully completed and validated.