Legal ADDA

  • Chartered Accountant Services - Legal & Business Consultant

Legal ADDA

Call: 97263 65804
WhatsApp
Menu

Convert LLP to Private Limited Company in Gujarat

Are you looking for legal assistance for Convert LLP to Private Limited Company in Gujarat? Or do you need a detailed guide on the process? Let we know how we can assist you!  Converting a Limited Liability Partnership (LLP) to a Private Limited Company is a strategic decision for businesses looking to expand, attract investors, and improve corporate governance. While an LLP offers flexibility, it has limitations in fundraising and ownership transfer, making conversion a preferred choice for growth-oriented enterprises. As per the Companies Act, 2013, the process involves obtaining MCA name approval, filing URC-1 and SPICe+ forms, drafting MOA & AOA, and ensuring regulatory compliance. This transition provides benefits such as limited liability, separate legal identity, and enhanced credibility, but also requires adherence to statutory and tax obligations. Legal Adda simplifies the entire process by offering expert guidance, seamless documentation, and compliance support, ensuring a hassle-free conversion.

LLP to Pvt Ltd – Get Professional Help !

Legal Framework Governing the Conversion

Convert LLP to Private Limited Company in Gujarat

The conversion of a Limited Liability Partnership (LLP) into a Private Limited Company in Gujarat is regulated under Section 366 of the Companies Act, 2013, along with the Companies (Incorporation) Rules, 2014 and the Limited Liability Partnership Act, 2008. This legal framework ensures a structured transition while maintaining compliance with statutory requirements. The LLP must have a minimum of seven partners who will become shareholders in the new Private Limited Company, or additional members must be inducted before applying for conversion. Approval from the Registrar of Companies (ROC) Gujarat is mandatory, requiring the submission of Form URC-1, along with the Memorandum of Association (MOA) and Articles of Association (AOA). Additionally, the LLP must obtain a Certificate of Incorporation from the Ministry of Corporate Affairs (MCA) post-approval.

From a taxation and financial perspective, all pending tax liabilities must be cleared, and a new PAN and TAN must be obtained for the Private Limited Company. Contracts, licenses, and liabilities of the LLP do not automatically transfer and may require modifications or re-registrations. Compliance with corporate tax regulations, TDS filings, statutory audits, and financial disclosures under the Companies Act becomes mandatory post-conversion. Businesses must also update their GST registration, bank accounts, and regulatory approvals to align with the new corporate structure. For businesses looking to convert LLP to a Private Limited Company in Gujarat, adhering to these legal provisions ensures a smooth, compliant, and legally valid transition while taking advantage of Gujarat’s business-friendly environment. 🚀

Key Requirements Under the Companies Act, 2013

Transforming an LLP into a Private Limited Company isn’t just a formality—it’s a strategic upgrade governed by the Companies Act, 2013. Here’s what’s needed:

  1. Minimum Shareholders & Directors:
    • At least 7 partners in the LLP before conversion.
    • Minimum 2 directors, with at least one Indian resident.
  2. MCA Name Approval:
    • Apply for a unique company name through the MCA RUN application.
    • The name must not be similar to existing companies.
  3. Filing Forms for Conversion:
    • Submit Form URC-1 to ROC with LLP details.
    • File SPICe+ (INC-32), MOA, and AOA for company registration.
  4. Financial Statement & NOC:
    • Provide CA-certified statement of assets & liabilities.
    • Obtain No Objection Certificate (NOC) from creditors and authorities.
  5. Tax & Compliance Requirements:
    • Clear all pending taxes (GST, TDS, income tax) before conversion.
    • Obtain a new PAN & TAN for the Private Limited Company.
  6. Business Licenses & Registrations:
    • Modify or reapply for GST, MSME, FSSAI, or other licenses under the new company.
  7. Post-Conversion Compliance:
    • Maintain financial records, conduct board meetings, file annual MCA returns, and comply with company law regulations.

Following these steps ensures a smooth and legally valid conversion of LLP into a Private Limited Company.

Minimum Capital Requirement

Looking for a Consultant in Gujarat to convert your LLP into a Private Limited Company? Good news—there’s no mandatory minimum capital needed for the conversion under the Companies Act, 2013. This means you can make the transition smoothly, without worrying about hefty capital requirements. Ready to take the next step? Unlike earlier laws that required a minimum capital of ₹1 lakh for private companies, the current law allows businesses to start with any amount of capital based on their needs.

However, during conversion, the company must declare its authorized and paid-up share capital, which can be as low as ₹1,000 or any higher amount as per business requirements. The share capital is divided into shares held by the company’s shareholders.

Although there is no mandatory minimum capital, businesses should ensure they have sufficient funds for operational needs, compliance, and growth after conversion. Additionally, capital contributions made by LLP partners are converted into company shares in the new Private Limited Company.

Thus, while conversion does not require a fixed minimum capital, companies must determine an appropriate amount to meet business and compliance needs.

Step-by-Step Guide to LLP to Private Limited Conversion

Converting an LLP to a Private Limited Company involves a series of legal steps as per the Companies Act, 2013. Below is a simplified step-by-step process to ensure a smooth transition.

Step 1: Obtain Digital Signature Certificate (DSC) & Director Identification Number (DIN)

Since a Private Limited Company requires directors, at least two designated partners from the LLP must obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN) from the Ministry of Corporate Affairs (MCA).

Step 2: Name Approval from MCA

The proposed name for the new Private Limited Company must be approved by MCA through the RUN (Reserve Unique Name) application. The name should not be similar to any existing entity.

Step 3: Draft MOA & AOA

Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), which define the company’s objectives and internal rules. These documents must be filed with the Registrar of Companies (ROC).

Step 4: File Conversion Application (Form URC-1)

Submit Form URC-1 to the ROC, along with details of:

  • LLP partners who will become shareholders in the new company
  • Statement of assets & liabilities (certified by a CA)
  • NOC from creditors and regulatory authorities
  • LLP agreement & financial statements

Step 5: File Incorporation Forms (SPICe+ INC-32)

After approval of Form URC-1, file SPICe+ (INC-32) for incorporation along with:

  • MOA & AOA
  • Declaration of compliance (INC-9 & DIR-2)
  • Proof of registered office address

Step 6: Obtain Certificate of Incorporation

Once all documents are verified, the Registrar of Companies (ROC) issues the Certificate of Incorporation, officially converting the LLP into a Private Limited Company.

Step 7: Post-Incorporation Compliance

  • Apply for a new PAN & TAN for the Private Limited Company.
  • Update GST, MSME, and other business licenses.
  • Conduct the first board meeting and maintain statutory records.
  • Comply with ROC filings, tax regulations, and financial audits.

This structured process ensures a legal and hassle-free conversion while maintaining compliance with MCA and ROC guidelines.

Documents Required for LLP to Private Limited Conversion

Essential Documents for Private Limited Company Registration

Registering a Private Limited Company? Here’s a quick documents checklist to ensure a smooth process:

For Directors & Members:
✅ PAN Card – Mandatory for all directors.
✅ Identity Proof – Aadhaar Card / Voter ID / Passport / Driving License.
✅ Address Proof – Recent Utility Bill / Bank Statement (not older than 2 months).
✅ Passport-Size Photo – To be submitted via email.
✅ Mobile Number & Email ID – Required for verification.

For Company Registration:
✅ Proposed Company Name – Choose a unique name for approval.
✅ Registered Office Address Proof – Utility Bill & No Objection Certificate (NOC) from the property owner.

For Foreign Directors:
✅ All documents must be notarized & apostilled as per Indian regulations.

Keep these documents handy to speed up your Private Limited Company registration!

Documents List for convert LLP to Pvt Ltd Company Registration

LLP to Pvt Ltd Conversion Charges – Complete Fee Structure

LLP to Pvt Ltd Conversion – Consultancy Charges ₹25,000/-

We provide a complete LLP to Private Limited conversion service for ₹25,000, covering all legal formalities, filings, and expert assistance.

What’s Included?

✅ Government Fees & MCA Filings – Name approval, ROC charges, Form URC-1 & SPICe+ filing
✅ Legal Documentation – MOA, AOA, board resolutions, affidavits
✅ DSC & DIN Registration – For 2 directors
✅ PAN & TAN Registration – For the new company
✅ Compliance Support – GST, MSME updates & post-conversion guidance

Total Cost: ₹25,000 (All-Inclusive)

Why Choose Us?
✔ Expert Support – End-to-end legal assistance
✔ Quick & Hassle-Free Process – Fast approvals & compliance handling

Get in touch today for smooth LLP to Pvt Ltd conversion!

Convert LLP to Pvt Ltd Company Charges

Role of Professionals in LLP to Private Limited Conversion

Compliance Changes After Converting to Pvt Ltd

After converting an LLP to a Private Limited Company, new compliance rules under the Companies Act, 2013 must be followed:

✅ ROC Filings – Annual returns (MGT-7) & financial statements (AOC-4).
✅ Board Meetings – Minimum 4 board meetings per year & maintain records.
✅ Tax Compliance – New PAN, TAN, GST, TDS, and corporate tax filings.
✅ Financial Audit – Annual audits by a Chartered Accountant.
✅ Shareholding Compliance – Issue & maintain shares as per company law.
✅ Payroll Compliance – TDS on salaries, PF & ESI if applicable.
✅ License Updates – Modify GST, MSME, and other registrations post-conversion.

Why is Compliance Important?
✔ Avoids penalties 🚀 ✔ Ensures smooth operations ✔ Builds investor trust.

How to Choose the Best Consultant in Your Area

Legal Adda provides hassle-free LLP to Pvt Ltd conversion with expert legal support across India. Based in Ahmedabad, Gujarat, we ensure quick, compliant, and cost-effective registration.

✅ Fixed ₹25,000 Package – Covers MCA filings, MOA/AOA, PAN, TAN & compliance
✅ Fast & Error-Free Processing – ROC & government approvals handled smoothly
✅ All-India Service – Available in all states

 Call: 9726365800 | 9726365804
 Email: office@legaladda.com

Let Legal Adda handle your LLP to Pvt Ltd conversion seamlessly!