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Private Limited into an LLP

Private Limited into an LLP


Why convert Private limited company into LLP?

LLP is a unique form of legally recognized corporate entity, as it is a unique Hybrid Combination of both Company and Partnership, LLP is suitable for small to medium-sized business.

Procedure for Conversion

  • All the partners are required to get DPIN(Designated Partner Identification Number). DIN can be used if a partners possesses DIN.
  • Resolution for conversion of company into LLP and another resolution authorising one of the directors to apply for name of LLP to be passed in Board of Directors’ meeting.
  • Application for name availability in e-form LLP1 should be filed.
  • LLP agreement should be drafted and e-form2 for incorporation of LLP should be filed with RoC.
  • File e-form18 for conversion of private limited company into LLP with RoC.
  • Registrar of LLP shall issue certificate of incorporation after due verification of all the documents and forms.
  • After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP.


What are the compliance requirements for LLPs?

Every LLP is required to maintain annual accounts reflecting true and fair view of its state of affairs. A statement off accounts and solvency shall be filed by every LLP with the registrar of LLP every year.

When is an LLP required to get its books audited?

If the LLP has a turnover of Rs.40 lakhs or more and/or has a capital contribution of Rs.25 lakhs or more, the financial statements should be audited.

What is the validity period of the name approved for LLP?

The approved name of LLP shall be valid for a period of 3 months from the date of approval.

Can a LLP undertake Not-for-Profit activities?

No. One of the requisite of an LLP is to carry on business for profit.

What should be the contents of LLP agreement?

Contents of the LLP agreement should be

  • Name of LLP
  • Name of Partners & Designated Partners
  • Form of contribution
  • Profit Sharing ratio
  • Rights & Duties of Partners
  • Proposed Business
  • Rules for governing the LLP

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