Cardiff Services

LLP to Private Limited

LLP to Private Limited Company Conversion – Overview

A Limited Liability Partnership (LLP) is a flexible business structure ideal for small and medium enterprises. However, as businesses scale, LLPs often face challenges in raising funds, attracting investors, and expanding operations, since they cannot issue shares and are less preferred by venture capitalists or banks. Converting an LLP into a Private Limited Company helps overcome these limitations by providing a recognized corporate structure with better growth opportunities.

 

A Private Limited Company offers benefits such as separate legal entity, limited liability, multiple shareholders, ease of raising equity capital, and stronger market credibility. Conversion is permitted under the Companies Act, 2013, with approval of all partners and compliance with Registrar of Companies (ROC) procedures.

 

At Cardiff Services, we provide end-to-end support in LLP to Private Limited conversion — drafting resolutions, preparing incorporation documents, filing with the ROC, and updating statutory registrations — ensuring a smooth transition while protecting business continuity.

Key Features of LLP to Private Limited Conversion

  • Shareholding Structure – Ability to raise funds by issuing shares.

  • Multiple Shareholders – Up to 200 members can hold ownership.

  • Stronger Credibility – Private Limited structure is widely accepted by investors, banks, and large clients.

  • Scalability – Best suited for companies planning expansion or external investment.

  • Limited Liability – Owners’ liability remains restricted to their shareholding.

  • Corporate Recognition – Enhanced market image compared to LLPs.

Documents Required

  • PAN & Aadhaar of all partners/directors.

  • Identity & address proof of proposed directors and shareholders.

  • Proof of business address (utility bill, rent agreement, or property proof with NOC).

  • Passport-size photographs of directors and shareholders.

  • LLP Agreement and Certificate of Incorporation of LLP.

  • Consent of all partners for conversion.

  • Digital Signature Certificates (DSC) & Director Identification Numbers (DIN).

  • Draft Memorandum of Association (MOA) and Articles of Association (AOA) of the new Private Limited Company.

  • Financial statements of the LLP.

  • No Objection Certificate (NOC) from secured creditors, if any.

Step-by-Step Procedure

  1. Consent from Partners

    1. Obtain approval of all LLP partners for conversion.

    2. Pass resolution for conversion into Private Limited Company.

  2. Name Approval

    1. Apply for name reservation of the proposed Pvt Ltd Company on MCA portal.

  3. Preparation of Documents

    1. Draft MOA and AOA of the Private Limited Company.

    2. Prepare consent letters, affidavits, and declarations.

    3. Obtain NOC from creditors and partners.

  4. Application to ROC

    1. File required forms (FiLLiP/Spice+ along with INC-18 for conversion) with ROC.

    2. Attach LLP Agreement, Certificate of Incorporation, and financial statements.

  5. ROC Scrutiny & Approval

    1. ROC reviews the application and documents.

    2. Once satisfied, issues a fresh Certificate of Incorporation for the Private Limited Company.

  6. Post-Conversion Compliance

    1. Update PAN, GST, bank accounts, and statutory registrations in the name of the new Private Limited Company.

    2. Notify clients, vendors, and authorities about the change in entity structure.

Frequently Asked Questions

A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.

If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.

It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.

For a company name search in Cardiff, you may need:

  • Proposed company name

  • Business entity type (Ltd, LLP, Partnership, etc.)

  • Jurisdiction (Cardiff / UK)

  • Owner or shareholder details (if applicable)

  • Business description

A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.

Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms