An LLP can convert into a private limited company to raise equity, bring in investors, and gain a more structured corporate framework. The conversion registers the LLP as a company under Section 366 through Form URC-1 with SPICe+, after a newspaper notice and creditor NOCs. Samkhya handles your LLP-to-company conversion end to end.
An LLP can be registered as a private limited company under Section 366 of the Companies Act, 2013 with the Companies (Authorised to Register) Rules, 2014, treated as a registration of the existing entity rather than a simple conversion. The LLP must have at least two partners (who become the shareholders and directors), unanimous partner consent, and no pending litigation, with its ROC and tax filings up to date. The process requires a newspaper notice in Form URC-2 inviting objections within 21 days, an NOC from the ROC and from creditors, and a CA-certified statement of accounts. The application is filed in Form URC-1, now integrated with SPICe+, along with the new company’s MOA and AOA. On approval, a fresh Certificate of Incorporation is issued and the LLP is dissolved.
Converting an LLP to a company brings real benefits:
Conversion requires the LLP to meet these conditions:
The conversion involves:
An LLP can convert where it is:
Converting an LLP to a company begins with unanimous partner consent and obtaining DSC and DIN for the proposed directors. The LLP publishes a notice in Form URC-2 in an English and a vernacular newspaper, inviting objections within 21 days, and serves notice on the Registrar. It reserves the new name through SPICe+ Part A, the same name with ‘LLP’ replaced by ‘Private Limited’, and obtains NOCs from creditors. The application is then filed in Form URC-1, linked with SPICe+, the e-MOA, and the e-AOA, with a CA-certified statement of accounts not older than 15 days. The Registrar considers any objections and, if satisfied, issues a fresh Certificate of Incorporation, after which the LLP stands dissolved and the company applies for a new PAN and TAN.
For the Conversion:
For the New Company:
Converting an LLP follows a clear sequence:
Converting your LLP with Samkhya Corporate Services is simple. Just follow these easy steps:
From there, our team handles the notices, NOCs, URC-1, and SPICe+ filing.
Once the LLP is converted:
An LLP-to-company conversion carries the fees for name reservation, the URC-1 and SPICe+ filings (based on the company’s authorized capital), and the cost of the newspaper notices and professional support. A valuable feature is that the conversion is generally tax-neutral when the prescribed conditions are met, with the assets, contracts, and even accumulated losses carrying over to the company, so the business continues seamlessly. The process takes around 60 to 90 days, largely because of the 21-day objection period and the document requirements. After the fresh certificate, the LLP is dissolved, the company obtains a new PAN and TAN, and it transitions to the fuller company compliance regime, including audit and the annual ROC filings.
| Feature | Detail |
| Governing Law | Section 366, Companies Act 2013. |
| Key Form | URC-1, linked with SPICe+. |
| Notice | URC-2, 21-day objection. |
| Minimum | Two partners become members. |
| Result | LLP dissolved, company formed. |
| Timeline | Around 60 to 90 days. |
Can an LLP convert into a company?
Yes. An LLP can be registered as a private limited company under Section 366 of the Companies Act, by filing Form URC-1 with SPICe+.
What is Form URC-1?
URC-1 is the application to register an existing entity, such as an LLP, as a company, now filed in an integrated way with the SPICe+ incorporation form.
Is a newspaper notice required?
Yes. The LLP must publish a notice in Form URC-2 in an English and a vernacular newspaper, inviting objections within 21 days.
What happens to the LLP after conversion?
The LLP is dissolved once the fresh Certificate of Incorporation is issued, and its assets, liabilities, and contracts carry over to the company.
Does the company need a new PAN?
Yes. As a new entity is formed, the company applies for a new PAN and TAN after the conversion.
How long does the conversion take?
It typically takes around 60 to 90 days, largely because of the 21-day objection period and the document requirements.
