LLP to Private Limited Conversion
Convert before the term sheet, not during it.
An LLP cannot issue equity shares, which is why almost every LLP that decides to raise institutional money converts first. Conversion under section 366 of the Companies Act transfers the whole undertaking — assets, liabilities and contracts — into the new company by operation of law rather than by individual conveyance.
It needs the consent of every partner and of any secured creditor, a newspaper advertisement in Form URC-2, and the accounts and statutory records up to date before the Registrar will accept the application.
The timing matters more than the mechanics. Starting a conversion after a term sheet is signed delays the round by two months and unsettles the investor; doing it before you go out to raise costs the same and nobody notices.
What is included
- Partner and creditor consents obtained
- URC-2 advertisement and URC-1 application
- SPICe+ incorporation of the successor company
- PAN, TAN, GST and bank records transitioned
What we need from you
- LLP agreement and the latest Form 8 and 11
- Consent of all partners and secured creditors
- Statement of assets and liabilities certified by a CA
- Income tax returns for the last three years
Questions
Do contracts survive an LLP to company conversion?
Yes. Section 368 vests all property, assets, liabilities and contracts of the LLP in the successor company by operation of law, so counterparties do not need to re-execute. Practically, banks and large customers still usually want a notification letter.
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Get started with LLP to Private Limited Conversion
Tell us a little about the business and a chartered accountant will call you back. You will get a firm quote before any work begins.
- A qualified accountant on the call, not a call centre
- A firm quote before any work begins
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