Company Conversion in India — Change Your Entity Type Seamlessly
Convert your business entity under the Companies Act 2013 and LLP Act 2008 — Pvt Ltd ↔ LLP, OPC to Pvt Ltd, Partnership to LLP, Pvt Ltd to Public Ltd. CA-assisted, MCA-compliant, end-to-end. Existing registrations (GST, PAN, TAN) transferred — business continuity maintained.
Choose current entity → target entity → see timeline & price
👆 Select conversion type above to see timeline, price and apply directly
Ideal for professional firms, consultancies, and businesses wanting lower compliance. Assets, liabilities & contracts transfer to the LLP. No capital gains tax on conversion (subject to conditions).
Needed for raising equity investment, VC funding, or ESOP issuance — which LLPs cannot do. Filed under Part I Chapter XXI of Companies Act 2013 via Form URC-1.
Mandatory if OPC turnover exceeds ₹2 crore or paid-up capital exceeds ₹50 lakh. Voluntary conversion allowed after 2 years of incorporation. Filed via Form INC-6.
Protects partners from unlimited liability while maintaining the flexibility of a partnership. Partners' capital accounts, assets and business history transfer to the LLP. Filed via Form FiLLiP + Form 17.
Required before listing on BSE/NSE. Public company can have unlimited shareholders, issue public debentures and raise funds from the public. Filed via INC-27 + Special Resolution.
Reduces compliance burden and costs for companies that don't need public company status. Requires shareholder approval, NCLT approval (in most cases), and Form INC-27 filing.
Fresh Pvt Ltd incorporation + business transfer from proprietorship (assets, contracts, GST migration). Proprietorship is not formally converted under law — a new Pvt Ltd is formed and the business is transferred via a Business Transfer Agreement.
For companies wanting to operate as a non-profit with tax exemptions. Profits must be applied only for promotion of charitable objects. Filed via Form INC-12 with the Central Government/Regional Director.
Reasons to Convert
Why Businesses Change Their Entity Type
The right business structure evolves with your company. Here are the most common strategic reasons businesses convert to a different entity type.
All Conversion Types
Every Company Conversion Available in India
Click any conversion card to go directly to the dedicated service page with documents, process, and pricing.
Not Sure? Use Our Tool
Conversion Finder — See What's Required
Select your current and target entity type to instantly see the legal route, MCA forms required, timeline, and key conditions.
💡 Not sure which conversion is right? Our CA will advise for free.
Entity Comparison
Pvt Ltd vs LLP vs OPC vs Partnership — Key Differences
Compare the major business entity types to understand why conversion may be the right move for your business.
| Feature | Pvt Ltd | LLP | OPC | Partnership | Public Ltd |
|---|---|---|---|---|---|
| Minimum Members | 2 directors | 2 partners | 1 director | 2 partners | 3 directors |
| Limited Liability | Yes ✓ | Yes ✓ | Yes ✓ | No ✗ | Yes ✓ |
| Issue Equity Shares | Yes ✓ | No ✗ | Limited | No ✗ | Yes ✓ |
| Accept FDI | Yes ✓ | Restricted | Limited | No ✗ | Yes ✓ |
| Mandatory Audit | Always ✓ | >₹40L T/O | Always ✓ | >₹1Cr T/O | Always ✓ |
| Listed on Stock Exchange | No ✗ | No ✗ | No ✗ | No ✗ | Yes ✓ |
| Tax Rate (Existing) | 22% | 30% | 22% | 30% | 22% |
| Dividend Distribution Tax | Taxed in hands of shareholders | No DDT ✓ | Taxed in hands | No DDT ✓ | Taxed in hands |
| Annual MCA Filings | 4–6 forms | 2 forms ✓ | 4–5 forms | None ✓ | 6–10 forms |
| Compliance Cost (Typical) | ₹40,000–₹80,000/yr | ₹15,000–₹25,000/yr ✓ | ₹30,000–₹60,000/yr | ₹5,000–₹15,000/yr ✓ | ₹80,000–₹1.5L/yr |
General Process
How TAXAJ Handles Your Company Conversion
CA reviews your current structure
We review your existing entity (MOA/AOA or LLP agreement, compliance status, tax returns, outstanding filings). CA recommends the right conversion route, identifies pre-conditions to be met, and provides a fixed-cost proposal.
Pre-conversion compliances cleared
All pending annual filings with MCA are completed. Existing entity must be fully compliant before conversion. Board/partner resolutions passed. Creditor and newspaper consent obtained (where required).
MCA forms prepared and filed
All required MCA forms (URC-1 / Form 18 / INC-6 / FiLLiP / INC-27 / INC-12 as applicable) prepared with supporting documents, DSC-signed and filed on MCA21 portal. ARN (Acknowledgement Receipt Number) generated and shared.
RoC / Government approval
Registrar of Companies (RoC) processes the conversion application. TAXAJ tracks the filing status and responds to any queries or defects raised by the RoC within the stipulated time.
Certificate issued + post-conversion
New Certificate of Incorporation or LLP registration certificate issued. TAXAJ assists with post-conversion tasks: GST name/address amendment, bank account update, PAN/TAN update, updated MOA/AOA or LLP agreement.
Post-Conversion Checklist
What Happens After Conversion
- → All contracts and agreements (automatically transferred)
- → All assets and liabilities (carried over to new entity)
- → All employees (continuity of employment maintained)
- → PAN number (same PAN in most conversions)
- → GST registration (amended via Core Amendment)
- → GST registration — core amendment for entity type change
- → Bank accounts — notify bank and update KYC
- → TAN — update name of entity with NSDL
- → MSME / Udyam registration — update entity details
- → IEC (Import Export Code) — update entity type with DGFT
- → Vendor/customer agreements — update company name if changed
Pvt Ltd → LLP conversion is exempt from capital gains tax only if conditions under Section 47(xiiib) of the Income Tax Act are met (all shareholders become partners in LLP with same profit-sharing ratios; no consideration received). Get CA advice before conversion.
FAQ
Frequently Asked Questions on Company Conversion
Complete Guide
Company Conversion in India — Everything You Need to Know
A comprehensive reference on company type changes under Indian law — legal basis, tax impact, conditions, and practical considerations for every conversion route.
Legal Framework for Company Conversion
Company conversions in India are governed by two primary statutes: the Companies Act, 2013 (administered by the Ministry of Corporate Affairs / MCA) and the LLP Act, 2008. Conversions involving LLPs are covered under Sections 55–58 of the LLP Act and the LLP (Second Amendment) Rules 2010. Conversions between company types (Pvt Ltd ↔ Public Ltd, Pvt Ltd → Section 8) are governed by Sections 13–18 and Part I of Chapter XXI (Sections 366–378) of the Companies Act 2013. All conversions are filed electronically on the MCA21 portal and approved by the Registrar of Companies (RoC) of the respective state. For Public to Private conversions, NCLT (National Company Law Tribunal) approval is typically required.
Tax Impact of Company Conversion
Tax treatment varies critically by conversion type. Pvt Ltd → LLP: Exempt from capital gains tax under Section 47(xiiib) of the Income Tax Act, provided: all shareholders become partners in same proportion; no consideration other than partnership share received; profit-sharing ratio maintained for 5 years; no partner paid from accumulated profits for 3 years. Partnership → LLP: Exempt under Section 47(xiiib). Pvt Ltd → Public Ltd: No capital gains — same company, only status changes. Proprietorship → Pvt Ltd (via BTA): Exempt under Section 47(xiv) if shares received as sole consideration. LLP → Pvt Ltd: Subject to capital gains tax on asset transfer unless structured carefully. TAXAJ CA advice is critical before any conversion to ensure maximum tax efficiency.
Business Continuity After Conversion
One of the biggest advantages of statutory company conversion (as opposed to winding up and fresh incorporation) is that business continuity is fully maintained. Under the law, the converted entity is deemed to be the same as the predecessor — meaning: all existing contracts, agreements, leases and licenses continue in force; employees retain continuity of service (no deemed termination or fresh appointment); all assets and liabilities automatically vest in the new entity; pending litigation transfers; and tax assessment history is preserved. Only administrative updates are needed — GST core amendment, bank KYC update, PAN/TAN name update, and MSME/IEC amendments. TAXAJ handles all post-conversion administrative updates as part of the service.
Pvt Ltd to LLP — When Does It Make Sense?
Converting a Private Limited Company to an LLP is ideal when: (1) The business is a professional practice (CA firm, law firm, consulting, design) where equity investment is unlikely; (2) Annual compliance costs are eating into profits — LLPs need only 2 MCA annual returns vs 4–6 for Pvt Ltd and mandatory audit only above ₹40L turnover; (3) The owners prefer pass-through taxation without dividend distribution; (4) The promoters want flexibility in profit-sharing without board approval for every distribution; (5) The company does not have any charge created on its assets. However, Pvt Ltd → LLP is not recommended if the business plans to raise VC/angel investment, issue ESOPs, or needs bank loans with personal liability constraints.
LLP to Pvt Ltd — Why Startups Convert
Many founders incorporate an LLP initially for its lower compliance costs, only to realise they need to convert to a Private Limited Company when they want to raise investment. This is because: LLPs cannot issue equity shares or convertible instruments (CCDs, CCPs) that angel investors and VCs require; LLPs cannot have ESOP schemes for employees; many startup accelerators and incubators require participants to be Pvt Ltd companies; and convertible note structures used in angel funding rounds are not possible in LLPs. The LLP → Pvt Ltd conversion under Section 366 of the Companies Act is the clean, statutory route — partners become shareholders in proportion to their capital, and the Pvt Ltd takes over all the LLP's contracts, assets and liabilities.
MCA Forms for Each Conversion Type
Each conversion route uses specific MCA forms: Pvt Ltd → LLP: Form 18 (Application for Conversion) + Form 2 (LLP Incorporation) — LLP Act; LLP → Pvt Ltd: Form URC-1 (Part I Chapter XXI) — Companies Act; OPC → Pvt Ltd: Form INC-6 — Companies Act Rule 6; Partnership → LLP: Form FiLLiP (Incorporation) + Form 17 (Conversion Application) — LLP Act; Pvt Ltd → Public Ltd / Public → Pvt Ltd: Form INC-27 — Companies Act Sec 14; Pvt Ltd → Section 8: Form INC-12 (Licence Application to Regional Director) — Sec 8 Companies Act; Proprietorship → Pvt Ltd: SPICe+ (fresh incorporation) + Business Transfer Agreement. All forms are filed digitally with DSC on MCA21. Government fees vary from ₹500 to ₹60,000 depending on authorised capital and conversion type.
⚠️ Common Mistakes to Avoid in Company Conversion
RoC will reject conversion applications if the entity has overdue MGT-7 (Annual Return) or AOC-4 (Financial Statements) filings. Clear all pending compliances before applying.
If the Pvt Ltd has any charge (loan mortgage/hypothecation) registered with RoC on its assets, conversion to LLP is not permitted. The charge must be satisfied and CHG-4 filed first.
Paying out accumulated profits within 3 years post-conversion, or changing profit-sharing ratios within 5 years, triggers capital gains tax retroactively — a common and costly mistake.
Continuing to operate with the old entity name on GST invoices, bank accounts or IEC after conversion is a compliance violation that attracts penalties under GST, FEMA and customs law.
✅ What TAXAJ Handles End-to-End
⏱️ Company Conversion Timeline Comparison — At a Glance
Timelines include pre-conversion compliance clearance + MCA filing + RoC processing. Add 1–2 weeks if annual filings are pending.
Ready to Convert Your Business Entity?
TAXAJ handles end-to-end company conversion — from pre-conversion compliance audit to MCA filing to post-conversion GST and bank updates.
