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Key Benefits

  • Removes the Dividend Distribution Tax (DDT) and the tax on buyback of shares, allowing for more tax-efficient profit withdrawals.
  • Reduces administrative overhead by doing away with the necessity of holding formal Board Meetings or Annual General Meetings (AGM).
  • Provides significant flexibility in the internal management and distribution of profits based on the LLP Agreement.
  • Offers a lower compliance cost structure, making it ideal for small to medium enterprises and professional service firms.
  • Exempts the entity from several complex secretarial compliances and maintaining voluminous statutory registers required for companies.
  • Retains the "Limited Liability" protection for partners, ensuring their personal assets are shielded from business liabilities.
  • Simplifies the process of capital contribution and withdrawal compared to the rigid share capital norms of a Private Limited Company.

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7 Years

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3622 +

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Awards Gained

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144 k +

Trusted Clients

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Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Overview

The conversion of a Private Limited Company into a Limited Liability Partnership (LLP) is a
strategic "Tax and Compliance Optimization" move governed by Section 56 and the Third
Schedule of the LLP Act, 2008. This transition is particularly popular for closely-held
companies where the owners seek the "Body Corporate" status of a company but with the
operational ease of a partnership. Under this process, the entire undertaking of the
company—including all assets, interests, rights, and liabilities—is transferred to the newly
formed LLP.

In the 2026 MCA V3 regulatory framework, the conversion is processed through the
integrated e-Form FiLLiP and Form 18. A mandatory prerequisite for this conversion in
2026 is that there must be no "Security Interest" or subsisting charges on the company's
assets at the time of application. If charges exist, a prior No Objection Certificate (NOC)
from all secured creditors is non-negotiable. Furthermore, all shareholders of the
company must become partners of the LLP in the same proportion as their shareholding.

For the FY 2025–26 cycle, the company must ensure that all its up-to-date annual filings
(AOC-4 and MGT-7) are completed before initiating the conversion. A critical 2026 update
requires the converting entity to provide a "Statement of Assets and Liabilities" certified by
a Chartered Accountant, not older than 30 days. Additionally, while LLPs have lighter audit
rules, the converted entity must still comply with the Audit Trail (Edit Log) requirements if
it continues to maintain digital books of accounts. Upon approval, the ROC issues a
Certificate of Registration for the LLP, and the company is deemed to be dissolved and
struck off from the Register of Companies.

Document Required (Option A)

Documents
  • 1 PAN Card of the Company.
  • 2 Aadhaar Card of all the Directors.
  • 3 PAN Card of all the Shareholders/Directors.
  • 4 Latest Audited Financial Statements of the Company (not older than 30 days).
  • 5 No Objection Certificate (NOC) from all secured creditors.
  • 6 Copy of the Board Resolution authorizing the conversion.
  • 7 Statement of Assets and Liabilities certified by a Chartered Accountant.
  • 8 LLP Agreement (Drafted as per the new structure).
  • 9 Consent Letters from all shareholders to become partners in the LLP.

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Procedural Steps (The Transition)

Step Name Short Description Estimated Timeline
Board Resolution Passing a resolution to approve the conversion into an LLP. 1–2 Days
Name Reservation (RUN) Reserving the name for the LLP (usually keeping the company name). 2–3 Days
Form 18 & FiLLiP Filing the application for conversion and incorporation of the LLP. 7–10 Days
Consent of Creditors Obtaining written NOC from all creditors for the transition. 3–5 Days
LLP Agreement (Form 3) Drafting and filing the LLP Agreement within 30 days of registration. 2–4 Days
Certificate of Registration Receiving the formal registration certificate from the ROC. 3–5 Days

Post-Conversion Filings

Compliance Name Description Due Date
Form 14 Filing Informing the Registrar of Companies about the conversion of the company. 15 Days from Registration
Bank & GST Intimation Updating the entity status and PAN/TAN in statutory records. 30 Days from Registration
Asset Transfer Intimation Notifying authorities (e.g., Sub-Registrar) regarding the vesting of properties. As per State Law
Income Tax Migration Filing the final return for the company and migrating to the LLP PAN. End of Financial Year

Penalty and Non-compliance Risk

Triggering of Capital Gains Tax under Section 47(xiiib)
Rejection of Form 18 due to existing charges on assets
Personal liability of partners for undisclosed company debts
• Invalidation of the conversion for non-filing of Form 14
Loss of tax-neutrality if shareholding proportions are changed
Penalty for incorrect Statement of Assets and Liabilities
Suspension of GST benefits during transition delays

FAQs

Is the conversion tax-free?

Yes, it is tax-neutral under Section 47(xiiib) if specific conditions regarding turnover and shareholding are met.

What happens to the company's accumulated losses?
Can we change the profit-sharing ratio during conversion?
Is an audit mandatory for the new LLP?
What is Form 18?
Does the PAN of the company change?
What is the significance of the 30-day Statement of Accounts? I
Can an LLP have more than 200 partners?
How much time does the process take?
Do we need a new Bank Account?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

What Our Clients Say

Discover what our satisfied clients have to say about their experience working with us

Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
Anusha Sharma
Partner, Professional Services Firm
" Their team quickly identified compliance gaps and suggested actionable fixes. Reporting was crisp and easy for management to understand. "
Rohit Kulkarni
CFO, Manufacturing Unit
" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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