Conversion Matrix
“Can I convert later?”
The most commonly asked question about structure choice — and the most commonly wrong answer. Select your current structure and where you want to go.
The #1 misconception: “I'll start as LLP and convert to Pvt Ltd later”
There is no LLP → Pvt Ltd conversion in Indian law. No Section, no Form, no Rule. You dissolve the LLP (3–6 months, ₹30K–₹80K) and incorporate a fresh Pvt Ltd. Every contract, license, bank account, and GST registration must be manually transferred. If this is your plan — start with a Pvt Ltd from Day 1.
Converting from
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8 conversion paths across 6 entity types · with fees, timelines, and the traps
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Common questions
Conversion routes, statute-cited.
Is there an LLP to Pvt Ltd conversion in Indian law?+
No — there is no statutory LLP-to-Pvt Ltd conversion. The LLP Act 2008 provides conversion only in one direction (firm to LLP under ss.55–58), and there is no equivalent in reverse. An LLP that wants to become a Pvt Ltd must be wound up and a fresh company incorporated, transferring every contract, licence, bank account, and GST registration manually. Anyone promising an 'LLP to Pvt Ltd conversion form' is describing a workaround.
How does a partnership firm convert to an LLP?+
A registered partnership firm converts to an LLP under ss.55 and 58 read with the Second Schedule of the LLP Act 2008, filing Form 17 (application) and Form 2 (incorporation) with MCA, then executing the LLP agreement and filing Form 3 within 30 days. All partners must become partners of the LLP in the same profit-sharing ratio — no partner can be dropped or added during conversion.
Is firm-to-LLP conversion tax-free?+
Yes, under s.70(1)(zd) of the Income-tax Act 2025 (formerly s.47(xiii) of the Income-tax Act 1961), provided all assets and liabilities vest in the LLP, all partners become partners in the same ratio, partners receive no consideration beyond their profit share and capital contribution, and the capital contribution ratio mirrors the firm. Breach any condition and capital gains tax applies on the transfer.
When can an OPC convert to a Pvt Ltd?+
An OPC converts to a Pvt Ltd voluntarily under s.18 of the Companies Act 2013 read with Rule 7 of the Companies (Incorporation) Rules 2014, filing Form INC-6 with the altered MOA/AOA and creditor NOCs. The post-2021 Companies (Amendment) Act removed the mandatory conversion thresholds (₹2 crore turnover / ₹50 lakh paid-up capital) — conversion is now purely voluntary, so don't let anyone tell you it's forced.
Can a Pvt Ltd convert back to an LLP?+
Yes — a Pvt Ltd can convert to an LLP under ss.56–57 read with the Third Schedule of the LLP Act 2008, filing Form 18 and Form 2, but only if all shareholders consent and no charge is subsisting on the company's assets. The s.70(1)(ze) (formerly s.47(xiiib)) capital-gains exemption applies only if all shareholders become partners in the same proportion, no external consideration passes, and turnover stayed below ₹60 lakh in the preceding 3 years — fail any condition and the exemption is voided.