What is the total cost to register a Private Limited Company in India in 2026?

The cost to register a Pvt Ltd in India depends on your state's stamp duty and the professional fee charged. Statutory components include: MCA registration fee (₹0 for authorised capital up to ₹15 lakh under the 0-fee scheme), DSC for 2 directors (₹2,000–₹3,000, third-party issuer cost), and state-specific stamp duty (Maharashtra ₹1,000; Karnataka ₹500; Delhi ₹0). MakeItLegit's professional filing fee is available on request.

How long does it take to register a company in India?

If all documents are in order, a Private Limited Company can be incorporated in 7–10 business days via the MCA21 SPICe+ form. Name approval takes 1–3 days. Certificate of Incorporation is issued the same day as MCA approval. Delays happen when: names are rejected, documents are incomplete, or the CA files slowly. MakeItLegit's average is 8 business days.

What is DSC and why do I need it for company registration?

DSC stands for Digital Signature Certificate. It is a legally mandated e-signature required to file the SPICe+ incorporation form with MCA. Every director of the company needs one before incorporation can proceed. It costs ₹1,000–₹1,500 per director and takes 1–2 business days to issue. Without a DSC, incorporation cannot proceed — it is not optional and cannot be skipped.

Can I incorporate a Private Limited Company without a CA in India?

Technically yes — MCA21 allows self-filing. In practice, no: SPICe+ requires a practising CA, CS, or advocate to certify and digitally sign the filing. You need a professional. The practical question is who handles it with clear timelines and transparent pricing. DIY attempts without professional certification are rejected by MCA.

What is the difference between a Private Limited Company and an LLP in India?

A Pvt Ltd has shareholders and directors (can be the same people), issues shares, can raise VC funding, and has higher compliance requirements (board meetings, annual ROC filings, statutory auditor — average ₹40,000/year). An LLP has designated partners, no share capital, lower compliance (average ₹15,000/year), cannot raise equity funding, and is better for service businesses with no plans to raise institutional money. For startups targeting VC or angel investment, Pvt Ltd is mandatory. LLPs cannot issue ESOPs.

How to Convert a Partnership Firm into an LLP in India

Short Answer

A partnership firm — registered or unregistered — can be converted into a Limited Liability Partnership (LLP). The governing provision is Section 55 of the Limited Liability Partnership Act, 2008, which permits a firm to convert "in accordance with the provisions of this Chapter and the Second Schedule". (LLP Act, 2008, Section 55)

The conversion itself is worked out through the Second Schedule of the LLP Act, 2008, which sets out the conditions, the documents to be filed, and the effect of registration. (LLP Act, 2008, Second Schedule)

Why the Applicable Law Is Section 55, Not Any Other Section

Only Section 55 deals with a firm converting into an LLP. The neighbouring conversion sections cover different entities: (LLP Act, 2008, Sections 55, 56, 57 and 58)

Section 55 — conversion from a firm into an LLP (this article)
Section 56 — conversion from a private company into an LLP
Section 57 — conversion from an unlisted public company into an LLP
Section 58 — registration and effect of conversion (LLP Act, 2008, Sections 55, 56, 57 and 58)

Sections 24 and 25 are frequently confused with conversion. They are not conversion provisions: Section 24 is "Cessation of partnership interest" and Section 25 is "Registration of changes in partners". (LLP Act, 2008, Section 24; Section 25)

Eligibility — Who Can Convert

A firm is eligible to convert only if all the partners of the firm, and no one else, become partners of the LLP. (LLP Act, 2008, Second Schedule, paragraph 3)

Every LLP must have at least two partners and at least two designated partners who are individuals, with at least one designated partner resident in India. (LLP Act, 2008, Section 6; Section 7)

The fee for the conversion application is set by Annexure 'A' to the LLP Rules, 2009 and is charged per the rules in force; check the MCA portal before filing. (LLP Rules, 2009, Rule 38(1); Second Schedule)

What the Conversion Actually Transfers

Under paragraph 1 of the Second Schedule, "convert" means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the firm to the LLP. (LLP Act, 2008, Second Schedule, paragraph 1)

On and from the date of registration, all tangible and intangible property vested in the firm, and all assets, interests, rights, privileges, liabilities, obligations and the whole of the undertaking, vest in the LLP without further assurance, act or deed; and the firm is deemed to be dissolved. (LLP Act, 2008, Second Schedule, paragraph 7)

Documents to Be Filed

Paragraph 4 of the Second Schedule requires the firm to file with the Registrar a statement by all partners (with the name and registration number of the firm, and the date of its registration, if applicable) together with the incorporation document and statement referred to in Section 11. (LLP Act, 2008, Second Schedule, paragraph 4)

The incorporation document is subscribed by two or more persons associated for carrying on a lawful business with a view to profit. (LLP Act, 2008, Section 11)

The conversion application itself is made in Form 17 — "Application and statement for the conversion of a firm into Limited Liability Partnership (LLP)". Form 18 is not used for firms; it is for converting a private company or unlisted public company into an LLP. The proposed name is reserved separately through RUN-LLP under rule 18. (LLP Rules, 2009, Rule 38(1); Form 17; Form 18; Rule 18)

Form 17 is a single filing for a firm under Rule 38(1) of the LLP Rules, 2009: Part A is the application and Part B is the statement of partners, filed with the fee in Annexure 'A'. Rule 39(1) and Form 18 (with a statement of shareholders) apply only to private company conversions under the Third Schedule. (LLP Rules, 2009, Rule 38(1); Second Schedule; Rule 39(1); Third Schedule)

Registration and Effect of Conversion

On receiving the documents under paragraph 4, the Registrar registers them and issues a certificate of registration; the LLP is registered on and from the date specified in that certificate. (LLP Act, 2008, Second Schedule, paragraph 5)

Section 58 deals with registration and effect of conversion where the Registrar is satisfied that the firm has complied with the Second Schedule. (LLP Act, 2008, Section 58)

The Registrar may refuse to register if not satisfied with the particulars or information furnished, and an appeal lies to the Tribunal. (LLP Act, 2008, Second Schedule, paragraph 6)

After registration, an LLP by its name is capable of suing and being sued, acquiring and disposing of property, having a common seal, and doing such other acts as bodies corporate may lawfully do. (LLP Act, 2008, Section 14)

Pending Proceedings, Orders and Existing Contracts

All proceedings by or against the firm pending on the date of registration may be continued, completed and enforced by or against the LLP. (LLP Act, 2008, Second Schedule, paragraph 9)

Any conviction, ruling, order or judgment in favour of or against the firm may be enforced by or against the LLP. (LLP Act, 2008, Second Schedule, paragraph 10)

Every agreement to which the firm was a party immediately before registration takes effect as if the LLP were a party instead of the firm. (LLP Act, 2008, Second Schedule, paragraph 11)

Step-by-Step Outline

Confirm every partner of the firm will be a partner of the LLP (Second Schedule, paragraph 3, LLP Act, 2008).
Reserve the proposed LLP name in RUN-LLP (LLP Rules, 2009, rule 18).
File Form 17 — Part A (application) and Part B (statement by all partners) — under Rule 38(1) of the LLP Rules, 2009, together with the incorporation document under Section 11 (LLP Act, 2008), which is filed in Form FiLLiP (LLP Rules, 2009, rule 11).
The Registrar registers the conversion and issues the certificate under paragraph 5 (LLP Act, 2008, Second Schedule).
File the LLP agreement in Form 3 — for the purposes of Section 23 of the LLP Act, 2008, the LLP files information with regard to the LLP agreement in Form 3 within thirty days.
If the firm was earlier registered under the Indian Partnership Act, 1932, the LLP must, within fifteen days of registration, inform the concerned Registrar of Firms of the conversion in Form 14 (LLP Act, 2008, Second Schedule, paragraph 5, proviso; LLP Rules, 2009, Rule 38(3)).

Whether a fresh PAN or GST registration is required after conversion is set by the Income-tax and GST authorities; check with those authorities before filing.

Post-Conversion Compliance

An LLP must maintain books of account, other records, and comply with audit requirements as prescribed. (LLP Act, 2008, Section 34)

An LLP must file an annual return as prescribed. (LLP Act, 2008, Section 35)

The annual return (Form 11) is due 30 May and the Statement of Account & Solvency (Form 8) is due 30 October each year. (LLP Rules, 2009, Rule 25(1); Rule 24)

FAQ

Q1: Can an unregistered partnership firm convert into an LLP?

Yes. Section 55 permits a firm to convert; "firm" is defined in the Second Schedule as a firm as defined in Section 4 of the Indian Partnership Act, 1932, and that definition is not limited to registered firms. (LLP Act, 2008, Section 55; Second Schedule, paragraph 1)

Q2: Do all partners have to join the LLP?

Yes. Paragraph 3 of the Second Schedule permits conversion "if and only if" the partners of the LLP comprise all the partners of the firm and no one else. (LLP Act, 2008, Second Schedule, paragraph 3)

Q3: Is a separate conveyance deed needed to transfer the firm's assets to the LLP?

No separate assurance, act or deed is required for the vesting — paragraph 7 provides that the property, assets and undertaking vest in the LLP without further assurance, act or deed. However, where any such property is registered with an authority, the LLP must, as soon as practicable after registration, take the steps that authority requires to notify it of the conversion and of the LLP's particulars. (LLP Act, 2008, Second Schedule, paragraphs 7 and 8)

Q4: What happens if the Registrar refuses to register the conversion?

The Registrar may refuse if not satisfied with the particulars or information furnished; an appeal may be made before the Tribunal. (LLP Act, 2008, Second Schedule, paragraph 6)

Q5: Is stamp duty payable on the conversion?

The LLP Act, 2008 does not prescribe stamp duty for the vesting under paragraph 7; stamp duty, if any, arises under the relevant State stamp legislation.

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