Private Limited to LLP
Private Limited to LLP Conversion – Overview
A Private Limited Company offers scalability and strong investor acceptance, but it also comes with higher compliance costs, complex regulations, and mandatory audits regardless of turnover. For many small and medium businesses, this structure may feel too rigid. Converting into a Limited Liability Partnership (LLP) provides a more flexible, cost-effective alternative while still retaining the key advantages of a corporate structure such as separate legal entity, perpetual succession, and limited liability.
An LLP combines the benefits of a company and a partnership: it has a simpler compliance regime, no dividend distribution tax, and is particularly attractive for professional services firms and family-owned businesses. The conversion process is governed under the Companies Act, 2013 and the LLP Act, 2008, requiring approvals, partner agreements, and Registrar of Companies (ROC) filings.
At Cardiff Services, we ensure a smooth and compliant transition from Private Limited Company to LLP, handling everything from drafting partner agreements and filing conversion forms to updating statutory registrations and advising on post-conversion compliance.
Key Features of Private Limited to LLP Conversion
Lower Compliance Cost – LLPs are exempt from many company law compliances like board meetings and extensive filings.
Flexibility in Management – Partners directly manage the business through an LLP Agreement, without rigid company formalities.
No Minimum Capital Requirement – LLP can be formed with any amount of capital.
Separate Legal Entity – Just like a company, an LLP is distinct from its partners, ensuring continuity.
Limited Liability – Partners’ liability is limited to their contribution, protecting personal assets.
Tax Benefits – LLPs are not subject to Dividend Distribution Tax (DDT), making profit distribution more tax-efficient.
Ease of Exit & Restructuring – Less complicated than winding up a company, LLP offers simpler restructuring options.
Ideal for Professionals & SMEs – Suitable for consulting firms, family businesses, and partnerships looking for corporate protection with lower compliance.
Documents Required for Private Limited to LLP Conversion
Incorporation Certificate of the existing Private Limited Company.
Memorandum of Association (MOA) & Articles of Association (AOA) of the Company.
Board Resolution and Shareholders’ Consent approving conversion into LLP.
No Objection Certificate (NOC) from secured creditors, if any.
Latest Financial Statements of the Company, certified by a Chartered Accountant.
Details of Partners & Designated Partners – PAN, Aadhaar, identity proof, address proof.
Digital Signature Certificates (DSC) for all designated partners.
Director Identification Number (DIN) or application for DPIN (Designated Partner Identification Number).
Proof of Registered Office Address – Utility bill, rent agreement, property papers, NOC from owner.
Consent & Subscription Sheet of Partners to the LLP Agreement.
Draft LLP Agreement specifying rights, duties, and profit-sharing ratio of partners.
Step-by-Step Procedure for Private Limited to LLP Conversion
Board & Shareholder Approval
Convene a Board Meeting to propose conversion into LLP.
Obtain approval of shareholders through a special resolution.
File the resolution with the Registrar of Companies (ROC) in Form MGT-14.
Consent of Creditors
Secure a No Objection Certificate (NOC) from all secured creditors of the company, confirming no objection to conversion.
Application for Conversion
File Form FiLLiP (Form for Incorporation of LLP) along with Form 18 (Application for conversion from Company to LLP) with the ROC.
Attach MOA, AOA, financial statements, resolutions, NOCs, and partner details.
Verification by ROC
ROC examines the application and documents.
If found satisfactory, issues a Certificate of Registration for the LLP.
Execution of LLP Agreement
Draft and execute the LLP Agreement within 30 days of registration.
File the agreement with ROC in Form 3.
Post-Conversion Compliance
Update PAN, GST, bank accounts, and licenses in the name of the LLP.
Amend all contracts, invoices, and official stationery to reflect the LLP structure.
Intimate vendors, clients, and regulatory authorities about the conversion.
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