You set up your private limited company years ago. Business is stable, the partnership structure has evolved, and you no longer need the compliance overhead of a Companies Act entity. You want the same limited liability, but with fewer board meetings, simpler filings, and no paid-up capital requirement. Converting your Pvt Ltd to an LLP is the legally correct move. Under Section 56 of the Companies Act 2013 read with the Limited Liability Partnership Act 2008 and the Companies (Compromise, Arrangement and Amalgamation) Rules 2016, a private company can directly convert to an LLP by filing a scheme of conversion with the National Company Law Tribunal and simultaneously incorporating the LLP through the MCA's SPICe+ portal. KAMRIT Financial Services LLP handles the full stack: eligibility audit, creditor consent, NCLT petition drafting, SPICe+ filing, stamp duty coordination, and post-conversion DIN deactivation for directors. We manage the entire chain so you stay focused on your business.
What is Pvt Ltd to LLP Conversion in India 2026?
Pvt Ltd to LLP conversion is a statutory re-registration process under Section 56 of the Companies Act 2013 that allows an existing private limited company to become a Limited Liability Partnership without undergoing a wind-up and fresh incorporation. The conversion is approved via a NCLT-sanctioned scheme of arrangement, after which the Registrar of Companies issues a fresh Certificate of Incorporation for the LLP. The conversion is governed by the Limited Liability Partnership Act 2008, the Companies Act 2013, the Companies (Compromise, Arrangement and Amalgamation) Rules 2016, and filings are processed through the MCA21 portal. Critically, the conversion preserves the continuity of existing contracts, bank accounts, PAN, and GSTIN, there is no new tax registration required. The LLP steps into all assets, liabilities, and obligations of the erstwhile Pvt Ltd company. The conversion applies to any Indian private limited company with a maximum paid-up capital of Rs. 50 lakh and average annual turnover not exceeding Rs. 2 crore in the preceding three years, as specified under the relevant limits in the LLP Act 2008.
Who needs this
Not every Pvt Ltd company qualifies for direct conversion. The law imposes specific conditions on the company's age, financial health, shareholder structure, and regulatory standing before the NCLT will admit the petition.
- The company must be a private limited company registered under the Companies Act 2013. Public companies, one-person companies, and section 8 companies are not eligible under this route.
- The company must have a maximum paid-up capital of Rs. 50 lakh and average annual turnover not exceeding Rs. 2 crore in the three financial years preceding the filing year.
- All partners of the converting LLP must be individuals, at least two designated partners with valid DINs. Corporate bodies cannot be designated partners in the converted LLP.
- No criminal proceeding should be pending against the company under the Companies Act 2013 or any other statute.
- The company must have filed all statutory returns and financial statements up to the date of application. MCA records must show nil pending e-forms.
- No investigation under Section 208 of the Companies Act 2013 should be pending or ongoing against the company.
- The company must have obtained a No Objection Certificate from all existing creditors holding at least 90% in value of the total outstanding debt.
- Shareholders holding at least 75% in value must have passed a special resolution approving the conversion and the draft LLP agreement.
- The proposed LLP name must be reserved in Part A of SPICe+ before the NCLT petition is filed.
- The company must not have been declared a defunct company by the ROC under the Companies (Deletion of Names) Rules 2016.
Documents required
The document stack is split into two phases, pre-petition and post-NCLT. KAMRIT assembles, reviews, and certifies every document before filing to prevent MCA rejections and NCLT objections.
- Certificate of Incorporation of the existing Pvt Ltd company issued under the Companies Act 2013.
- Memorandum of Association and Articles of Association of the company, certified true copies.
- Latest Audited Financial Statements (Balance Sheet, Profit & Loss Account, Auditor's Report) for the preceding three financial years.
- Form 15 to be filed with the MCA along with details of the LLP agreement and partner particulars.
- SPICe+ Part A name approval intimation from the MCA portal, valid for 90 days.
- List of all creditors with outstanding amounts, certified by a Practicing Chartered Accountant, accompanied by individual NOCs.
- Special Resolution passed by the shareholders in a general meeting under Section 56(1)(b) of the Companies Act 2013, with the draft LLP Agreement attached.
- NCLT petition draft including the scheme of conversion, sworn affidavit, and Form CIRC-2 (intimation of application to NCLT).
- DIN and PAN card copies of all proposed designated partners of the LLP.
- Address proof, rent agreement or property documents, for the proposed LLP's registered office.
- GST registration certificate of the existing company, which will transfer to the LLP upon conversion.
- No Objection Certificate from the existing bankers confirming no objection to the conversion.
How KAMRIT runs it, step by step
The conversion runs across two regulatory tracks simultaneously, the NCLT via the Companies Act 2013 and the LLP incorporation via the MCA SPICe+ portal. KAMRIT manages both tracks in parallel to avoid dead time.
- Eligibility Check and Shareholder Approval. KAMRIT conducts a digital pre-screening against MCA records to confirm all filings are current, no investigation is pending, and the company falls within the capital and turnover thresholds. Once confirmed, we draft and file a Board Resolution followed by a Special Resolution under Section 56(1)(b) of the Companies Act 2013, with all supporting documents for shareholder approval. Shareholder signatures are notarised and submitted within 3 working days of kickoff.
- Creditor NOC and Valuation. We obtain No Objection Certificates from all creditors representing at least 90% in value of outstanding debt. A Practicing Chartered Accountant certifies the list of creditors and outstanding amounts. Simultaneously, we obtain a fair market valuation report for the assets being transferred to the LLP. This report is filed as part of the NCLT petition. This step typically takes 10 to 15 working days.
- SPICe+ Part A Name Reservation. We file Part A of SPICe+ on the MCA portal to reserve the proposed LLP name. The name reservation is valid for 90 days. The approved name intimation is obtained and attached to the NCLT petition. KAMRIT checks for prior trademark conflicts before filing Part A to reduce the risk of MCA objecting to the reserved name. This step takes 1 to 3 working days.
- NCLT Petition Drafting and Filing. We prepare the petition for filing before the NCLT under Section 56 of the Companies Act 2013 and the Companies (Compromise, Arrangement and Amalgamation) Rules 2016. The petition includes Form CIRC-2 intimation, the scheme of conversion, audited financials, creditor NOC list, shareholder special resolution, and the proposed LLP Agreement. The petition is filed with the NCLT registry. The registry scrutinises the petition within 5 to 10 working days and issues a defective report if any documents are missing.
- NCLT Hearing and Sanction. Once the petition passes scrutiny, the NCLT fixes a date for hearing. KAMRIT appears before the NCLT on the scheduled date, answers any queries raised by the Bench, and seeks an order sanctioning the scheme. The NCLT typically takes 30 to 60 working days from first hearing to sanction order. After the order is reserved, it is pronounced within 2 to 4 weeks. The sanctioned order is uploaded on the MCA portal and NCLT website.
- LLP Incorporation via SPICe+ Part B. Within 30 days of the NCLT sanction order, we file SPICe+ Part B on the MCA portal to incorporate the LLP. The filing includes the LLP Agreement, designated partner details, DIN applications, registered office particulars, and the NCLT sanction order. The MCA issues the Certificate of Incorporation for the LLP within 3 to 5 working days of SPICe+ filing.
- Post-Conversion Filings and DIN Deactivation. After the LLP CIN is obtained, we file Form 15 with the MCA (Form 15 under the LLP Act 2008 and relevant rules) to notify the conversion. We apply for DIN deactivation for the directors of the erstwhile Pvt Ltd company and file the final Form 6 (annual return of the dissolved Pvt Ltd, if applicable). GST and PAN amendments are initiated by filing the relevant amendment applications with the department. Bank account mandate changes are initiated simultaneously with the banks. This step runs for 5 to 10 working days after LLP CIN receipt.
Timeline
Realistically, a Pvt Ltd to LLP conversion takes 8 to 12 months from the date KAMRIT receives all certified documents to the day the LLP Certificate of Incorporation is in your hand. The KAMRIT-controlled stages, eligibility audit, shareholder resolutions, creditor NOCs, and SPICe+ filings, are completed within 30 to 45 working days. The NCLT leg, which is outside KAMRIT's control, takes 90 to 150 working days depending on the NCLT bench's calendar and whether any objections are raised during hearings. Delays most commonly arise when creditors are unresponsive during the NCLOC collection phase or when the NCLT bench requires additional affidavits. Any outstanding e-form defaults on the MCA portal can add 15 to 30 additional working days before the NCLT admits the petition. After the LLP CIN is issued, GST and PAN migration typically takes another 15 to 20 working days with the respective departments.
How our pricing compares
KAMRIT Financial Services LLP offers Pvt Ltd to LLP conversion starting at Rs. 14,899 as an all-inclusive professional fee covering document review, NCLT petition drafting, SPICe+ filing, and post-conversion compliance advisory. Government filing fees for SPICe+ Part B are charged separately by the MCA at Rs. 1,000 for LLP incorporation and Form 15 filing. Stamp duty on the LLP Agreement is state-dependent, it ranges from Rs. 500 to Rs. 5,000 depending on the state. IndiaFilings lists conversion packages between Rs. 19,999 and Rs. 34,999, with government fees charged separately. Vakilsearch quotes Rs. 22,999 to Rs. 39,999 for the same service. ClearTax prices it from Rs. 24,999 upwards with a longer turnaround. LegalRaasta offers the conversion starting at Rs. 17,999. Across all named competitors, government fees, stamp duty, courier charges, and post-conversion GST migration are billed as add-ons. KAMRIT's Rs. 14,899 starting price covers the professional work through to LLP CIN, with transparent add-ons for government fees and stamp duty quoted upfront in the engagement letter. No hidden charges for multiple revision rounds on the petition draft.
Common mistakes KAMRIT avoids
First-time applicants frequently trip up on documentation gaps and procedural sequencing. Most of these mistakes extend the timeline by 3 to 6 months and add costs of Rs. 5,000 to Rs. 15,000 in extra professional fees.
- Filing the NCLT petition without first obtaining MCA e-form clearance for the last three financial years, the NCLT scrutinises MCA records and will not admit a petition if returns are pending.
- Proceeding without obtaining NOCs from 90% in value of creditors, the NCLT requires this threshold and will not sanction the scheme without it.
- Reserving the LLP name via SPICe+ Part A after filing the NCLT petition instead of before, the NCLT expects the name reservation to be part of the petition record.
- Not obtaining a fresh DIN for proposed designated partners before filing SPICe+ Part B, DIN applications via Form DIR-3 take 5 to 15 working days and can hold up the LLP filing.
- Failing to mention the conversion in the LLP Agreement draft, the NCLT expects the LLP Agreement to explicitly reference the erstwhile company and the scheme of conversion.
- Allowing the SPICe+ Part A name reservation to expire before the NCLT order is obtained, the reservation is valid for 90 days; if it lapses, a fresh reservation is required.
- Forgetting to file the final annual return (Form 6) for the erstwhile Pvt Ltd company, this default continues even after conversion if not filed and can attract penalties.
- Not notifying the bank before filing Form 15 with the MCA, the bank may freeze the account if it receives the Form 15 intimation before the mandate change is initiated.