Convert Company into LLP

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Form 18 & Form FiLLiP Tax-Free Conversion Under Sec 47 Fast MCA Approval

Save Ongoing Compliance Costs • Retain Complete Brand Goodwill

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Why Convert Your Private Limited Company into an LLP?

Combine corporate limited liability with partnership operational simplicity

Drastically Lower Compliance Cost

Eliminate mandatory board meetings, AGM notices, complex secretarial standards, and mandatory statutory audits (below ₹40L turnover).

Zero Dividend Distribution Tax (DDT)

Partners can withdraw profits directly with zero dividend tax, unlike company shareholders facing multi-tier taxation.

Tax-Free Transfer Under Section 47(xiiib)

Capital gains arising from transfer of assets and shares are completely exempt from income tax when conditions are met.

Seamless Continuity of Business

All properties, licenses, rights, contracts, and liabilities of the company automatically vest in the converted LLP.

No Limit on Maximum Partners

Unlike Private Limited companies which are capped at 200 shareholders, an LLP has no upper limit on the number of partners.

How Does It Work?

3 simple steps from inquiry to completed service

1. Shareholder & Creditor Consent

Hold general meeting to pass unanimous shareholder resolution and obtain written NOC from all secured creditors.

2. Financial Statements & Valuation

Prepare audited statement of assets and liabilities certified by a CA confirming zero security interests.

3. Filing Form 18 & FiLLiP

Submit Form 18 (Application for Conversion) and Form FiLLiP on MCA V3 to receive the new LLP Certificate of Incorporation.

Statutory Framework for Converting a Company into an LLP

Under Section 56 and the Third Schedule of the Limited Liability Partnership Act, 2008, a private company may convert into an LLP provided there is no security interest in its assets subsisting at the time of application.

All the shareholders of the company must become the partners of the LLP, and no other person can be admitted as a partner during the conversion.

UdyogSetu handles end-to-end documentation, creditor clearances, drafting of the LLP Agreement, and MCA V3 filings with senior CA/CS oversight.

Ready to get started? Call our experts at 7030300150 or click here to chat on WhatsApp.

Documents Required & Information Needed

Ensure smooth, same-day processing by sharing simple scanned copies:

1. Corporate Legal Documents:

  1. Certificate of Incorporation, MOA, and AOA of the Company.
  2. Audited balance sheet and P&L statement up to a date not older than 30 days.
  3. Income tax return acknowledgements for the preceding 3 financial years.
  4. List of all shareholders and creditors with their written consents.

2. Partner Proofs & Filings:

  1. PAN and Aadhaar card copies of all Shareholders / proposed Partners.
  2. DPIN / DIN and active Class 3 Digital Signature Certificates (DSC).
  3. Copy of latest statement of assets and liabilities certified by Auditor.
  4. Drafted LLP Agreement defining capital contribution and profit ratios.

Important Guidelines & Statutory Criteria

  • All Shareholders Become Partners: 100% of the shareholders must become partners in the same proportion of their holdings.
  • No Subsisting Security Interest: The company must not have any outstanding charges or mortgages on its assets.
  • Turnover & Asset Limits (Tax Exemption): For tax exemption under Section 47(xiiib), sales must not exceed ₹60 Lakhs in any of the 3 preceding years and total assets must not exceed ₹5 Crores.
  • Up-to-Date Annual Filings: All pending annual ROC filings (AOC-4 and MGT-7) must be completed prior to conversion.

Have specific questions? Call our advisors at 7030300150 or click here to chat on WhatsApp.

Why Choose UdyogSetu?

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Quick execution with dedicated progress tracking and instant support.

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FREQUENTLY ASKED QUESTIONS (FAQ)

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1. Can a company with outstanding bank loans convert into an LLP?

Yes, but only if the lending bank or financial institution issues a formal written No-Objection Certificate (NOC) and consents to the transfer of the credit facility to the converted LLP.

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2. What happens to existing vendor and client contracts after conversion?

Under Section 58 of the LLP Act, all tangible and intangible property, rights, privileges, and contracts automatically transfer to and vest in the converted LLP without requiring separate conveyancing.

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3. Does the PAN number change after conversion from Company to LLP?

Yes. Since an LLP is a distinct legal entity type under the Income Tax Act, a new PAN and TAN must be obtained for the LLP post-conversion, and existing GST/bank records must be updated.

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4. How long does the conversion process take?

Once documentation and creditor NOCs are finalized, MCA typically processes and approves Form 18 and Form FiLLiP within 15 to 25 working days.

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5. Are there capital gains taxes on conversion?

If all statutory conditions under Section 47(xiiib) of the Income Tax Act are fulfilled, the transfer of assets and shares is 100% exempt from capital gains tax.

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