Conversion & Restructuring

Convert Your Business Into the Right Structure for Growth and Limited Liability.

Q: How do you convert a partnership firm to an LLP in India?

Obtain unanimous partner consent, apply for DPIN/DSC and reserve the LLP name via RUN-LLP, then file Form 17 with FiLLiP for incorporation. After receiving the Certificate of Registration of Conversion, file the LLP Agreement in Form 3 within 30 days and migrate PAN, GST and bank accounts to the LLP.

Q: When should an LLP convert into a private limited company?

Convert to a Pvt Ltd when you are raising equity from VCs or angels, planning to issue ESOPs, taking foreign investment, or preparing for institutional debt or eventual listing. Pvt Ltd is the standard structure investors and large lenders expect.

Q: Is converting a proprietorship to an LLP tax-neutral?

There is no specific tax-neutral provision for proprietorship → LLP conversion under the Income Tax Act, so the transfer of assets may attract capital gains unless carefully structured. GST registration is amended (constitution change), and ITC can be transferred via Form GST ITC-02.

Q: What documents are required to convert a private limited company to an LLP?

You need the company's Certificate of Incorporation and MOA/AOA, consent of all shareholders to become partners, NOC from secured creditors and Income Tax authorities, latest audited financials and ITR, a CA-certified statement of assets and liabilities, and address proof of the registered office and designated partners.

From sole proprietorship and partnership to LLP or private limited company — we manage end-to-end conversions including registrations, tax, banking, GST and license migration.

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Why Businesses Convert

The four drivers behind most structure changes.

Limited Liability Protection

Move from unlimited personal risk in proprietorship/partnership to LLP or private limited structure.

Investor Readiness

Private limited structure is required for external equity funding, ESOPs and institutional investors.

Credibility & Scale

Formal structure for tenders, large contracts and enterprise client onboarding.

Tax Efficiency

LLP flexibility for profit distribution, pass-through taxation and capital planning.

Which Conversion Is Right for You?

A quick decision matrix to point you to the right route.

Choose This Conversion	Best For
Proprietorship → LLP	Solo professionals wanting liability protection + multi-partner flexibility.
Partnership → LLP	Firms wanting limited liability without full corporate compliance.
LLP → Pvt Ltd	Businesses seeking equity funding, VC investment, or ESOP structures.
Pvt Ltd → LLP	Profitable, cash-flow businesses wanting tax pass-through and lower annual compliance.

Proprietorship to LLP ↓Partnership Firm to LLP ↓LLP to Private Limited Company ↓Private Limited Company to LLP ↓

Choose Your Conversion Path

Pick the route that fits where you are and where you're headed.

Proprietorship to LLP

Remove personal liability, add partners with defined roles.

Learn more →

Partnership to LLP

Retain partnership spirit, gain limited liability and formal structure.

Learn more →

LLP to Private Limited

Unlock equity fundraising and investor-ready governance.

Learn more →

Company to LLP

Operational flexibility and pass-through taxation.

Learn more →

What We Handle End-to-End

One expert-led team owns the full conversion — no scattered vendors.

Conversion planning and structure memo
MCA filing and ROC registrations
PAN/TAN transfer and re-registration
GST registration migration
Bank account and signatory updates
Contract continuity and vendor communication
Post-conversion compliance roadmap

When Should You Upgrade Your Business Structure?

Five common triggers that mean it's time to restructure.

You want to limit personal liability

Move from proprietorship or partnership to LLP or Pvt Ltd to ring-fence personal assets.

An investor or PE fund is interested

Most investors require a Pvt Ltd structure with a clear cap table before they engage.

You are adding a working partner or co-founder

LLP or Pvt Ltd provides continuity, defined roles and governance clarity.

Turnover crosses ₹40L or ₹20L GST threshold

Compliance discipline becomes critical — a formal structure makes it manageable.

Planning ESOPs, debt financing or IPO

Pvt Ltd is the baseline requirement for ESOPs, institutional debt and listing.

Conversion Path

Proprietorship to LLP

Move from unlimited personal liability to a partner-led LLP — ideal when you want to add co-founders or ring-fence personal assets.

When should you convert?

You want to add a working partner or co-founder with defined roles
Your business is exposed to client liability or contractual risk
You want a separate legal identity for the business
Banking, vendors or clients require a registered entity

What's the process?

1
Name reservation via RUN-LLP and obtain DPIN/DSC for designated partners
Week 1
2
Draft LLP agreement reflecting transfer of proprietorship assets and liabilities
Week 2
3
File FiLLiP with MCA for incorporation; obtain Certificate of Incorporation and LLPIN
Week 3
4
File LLP Form 3 (LLP Agreement) within 30 days of incorporation
Week 4
5
Apply for new PAN, TAN; migrate GST registration; update bank accounts
Week 4–5

Documents required

PAN and Aadhaar of proprietor and incoming partners
Address proof of proprietor and partners
Proof of registered office (rent agreement / NOC / utility bill)
Existing proprietorship registrations (GST, MSME, trade license)
Latest ITR and audited financials (if applicable) of the proprietorship
Statement of assets and liabilities being transferred

Is converting a proprietorship to an LLP tax-neutral?

There is no specific tax-neutral provision in the Income Tax Act for proprietorship → LLP conversion; the transfer of assets may attract capital gains under Section 45 unless structured carefully.
Stamp duty on transfer of immovable assets applies as per state law.
GST registration is transferred via amendment (constitution change), not a fresh registration.
Carry-forward of business losses is generally not available to the LLP.
Plan for indirect tax credits (ITC) transfer through Form GST ITC-02.

Post-conversion checklist

Update bank accounts and authorised signatories
Notify GST authorities and amend registration to reflect LLP
Update vendor and customer contracts to the new LLP
Apply for new PAN and TAN in the LLP's name
Update statutory registrations (MSME, Shop & Establishment, professional licenses)
Inform clients, banks and insurers of the structural change

Considering a Proprietorship → LLP conversion? Book a free 15-minute advisory call.

Book a Free 15-Min Discovery Call

Conversion Path

Partnership Firm to LLP

Retain the partnership spirit while gaining limited liability and a separate legal identity under the LLP Act, 2008.

When should you convert?

Partners want limited liability without moving to a Pvt Ltd structure
The firm wants a separate legal identity and perpetual succession
Banking and large clients need a registered entity with formal governance
You want lower annual compliance than a Pvt Ltd while keeping flexibility

What's the process?

1
Obtain unanimous consent of all partners and pass a conversion resolution
Week 1
2
Apply for DPIN/DSC for designated partners; reserve LLP name via RUN-LLP
Week 1–2
3
File Form 17 (statement of consent of partners and creditors) along with FiLLiP
Week 2–3
4
Receive Certificate of Registration of Conversion and LLPIN from ROC
Week 4
5
File LLP Agreement in Form 3 within 30 days of conversion
Week 5
6
Migrate PAN, GST, bank accounts and trade licenses to the LLP
Week 5–6

Documents required

Partnership deed (original and any amendments)
PAN of the partnership firm and all partners
Consent of all partners to conversion
NOC from secured creditors (if any)
Latest ITR of the firm and statement of assets & liabilities
Address proof of registered office and partners

How do you convert a partnership firm to an LLP in India?

Conversion is treated as tax-neutral under Section 47(xiiib) of the Income Tax Act, provided prescribed conditions are met (continuity of partners, no consideration other than capital contribution, etc.).
Unabsorbed losses and depreciation of the firm can be carried forward to the LLP if conditions are satisfied.
GST registration is amended (constitution change) — no fresh registration required.
Stamp duty implications depend on state law and on whether immovable assets are part of the transfer.
Plan ITC transfer through Form GST ITC-02.

Post-conversion checklist

Update bank mandates and authorised signatories
Amend GST, MSME and other registrations to reflect the LLP
Update vendor, customer and lease agreements
File intimation with ROC and update statutory records
Apply for new TAN if required and update TDS workflows
Communicate the change to clients, banks, insurers and tax authorities

Considering a Partnership → LLP conversion? Book a free 15-minute advisory call.

Book a Free 15-Min Discovery Call

Conversion Path

LLP to Private Limited Company

Move to a Pvt Ltd structure when you need equity funding, ESOPs, foreign investment or institutional debt.

When should you convert?

You are raising equity from VCs, angels or strategic investors
You want to issue ESOPs to attract or retain key team members
Foreign investment / FDI is part of the plan
You are preparing for institutional debt, NBFC funding or eventual listing

What's the process?

1
Obtain consent of all partners and at least one resident director
Week 1
2
Apply for name reservation via SPICe+ Part A and obtain DSC for proposed directors
Week 1–2
3
Publish newspaper advertisement (Form URC-2) inviting objections
Week 2–3
4
File Form URC-1 along with SPICe+ Part B for incorporation under the Companies Act
Week 3–4
5
Receive Certificate of Incorporation, new CIN, PAN and TAN
Week 4–5
6
Migrate GST, bank accounts, contracts and licenses to the Pvt Ltd entity
Week 5–6

Documents required

LLP Agreement and Certificate of Registration
Consent of all partners to conversion (Form URC-1)
List of partners with shareholding pattern in the proposed company
Latest audited financials and ITR of the LLP
NOC from secured creditors (if any)
Address proof of registered office and proposed directors
Newspaper publication acknowledgement (Form URC-2)

When should an LLP convert into a private limited company?

There is no explicit tax-neutral conversion provision for LLP → Pvt Ltd under the Income Tax Act; transfer of assets may trigger capital gains unless carefully structured.
Carry-forward of LLP losses is generally not available to the Pvt Ltd unless specific conditions are satisfied.
GST registration is transferred via amendment (change in constitution).
Stamp duty on transfer of assets applies as per state law.
FDI rules apply to the Pvt Ltd from incorporation — plan cap table and sectoral caps before closing.

Post-conversion checklist

Allot shares as per the shareholding pattern and issue share certificates
Update bank accounts, authorised signatories and KYC
Amend GST registration to reflect Pvt Ltd
Update vendor, customer and lease agreements with new CIN and PAN
File commencement of business (INC-20A) within 180 days
Set up board, statutory registers and Pvt Ltd compliance calendar

Considering an LLP → Pvt Ltd conversion? Book a free 15-minute advisory call.

Book a Free 15-Min Discovery Call

Conversion Path

Private Limited Company to LLP

Reverse conversion for profitable, cash-flow businesses that no longer need equity funding and want lower compliance with pass-through taxation.

When should you convert?

Your company has no plans for equity funding or foreign investment
You want pass-through taxation and lower compliance cost
Annual turnover is under ₹40 lakh and FDI is not required
All shareholders are willing to become partners in the LLP

What's the process?

1
Board resolution and consent of all shareholders and creditors
Week 1
2
Apply for DPIN/DSC for designated partners; reserve LLP name via RUN-LLP
Week 1–2
3
File Form 18 (application and statement for conversion) with FiLLiP
Week 2–3
4
Receive Certificate of Registration of Conversion and LLPIN from ROC
Week 4–5
5
File LLP Agreement in Form 3 within 30 days of conversion
Week 5–6
6
Intimate ROC in Form 14 within 15 days for striking off the company
Week 6

Documents required

Certificate of Incorporation and MOA / AOA of the company
Consent of all shareholders to become partners in the LLP
NOC from secured creditors and from Income Tax authorities
Latest audited financials and ITR of the company
List of all assets and liabilities certified by a CA
Statement of pending litigations, if any
Address proof of registered office and designated partners

What documents are required to convert a private limited company to an LLP?

Conversion is tax-neutral under Section 47(xiiib) of the Income Tax Act, subject to strict conditions — turnover ≤ ₹60L in any of the preceding 3 years (legacy condition; current thresholds and accumulated profit limits must be reviewed), all shareholders become partners in the same proportion, no payment other than capital and profit share for 3 years.
If conditions are breached within 3 years, the tax exemption is reversed and tax becomes payable in that year.
Carry-forward of business losses and unabsorbed depreciation is available to the LLP subject to conditions.
GST registration is amended (constitution change) — no fresh registration required.
MAT credit of the company lapses on conversion and cannot be carried forward to the LLP.

Post-conversion checklist

Update bank accounts and authorised signatories
Amend GST, MSME and other registrations to reflect the LLP
Update vendor, customer, lease and loan agreements
Apply for new PAN and TAN in the LLP's name
Surrender ESOP plans and unutilised authorised capital
Communicate the change to clients, banks, insurers and tax authorities

Considering a Pvt Ltd → LLP conversion? Book a free 15-minute advisory call.

Book a Free 15-Min Discovery Call

Ready to Restructure for the Next Stage?

Free 30-minute consultation to map the right structure, timeline and cost for your conversion.

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