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Home / Change in Business Structure / Private Limited to LLP Conversion Conversion
Last updated: 2 October 2026
An LLP offers limited liability with lighter compliance, which suits many professional and closely held businesses. Our team checks whether your company qualifies, handles the conversion filings and plans the tax side.
Section 56 and the Third Schedule of the LLP Act, 2008 allow a private company (or unlisted public company) to convert into an LLP if:
The LLP is incorporated through FiLLiP, with the conversion application in Form 18. Once registered, the company’s assets, liabilities and contracts vest in the LLP, and the company is treated as dissolved.
Tax: the conversion is not treated as a transfer under section 70(1)(ze) of the Income-tax Act, 2025 (earlier section 47(xiiib)) only if, among other conditions, turnover did not exceed ₹60 lakh in each of the three preceding years, total assets did not exceed ₹5 crore, shareholders become partners in the same proportion, partners keep at least 50% of profit share for five years, and accumulated profits are not paid out for three years.
Based on the LLP Act, 2008 and the Income-tax Act, 2025. Last updated: 27 September 2026.
LLP Act provision for company conversion
No security interest may be outstanding
Must become partners, and no one else
Conversion application
Turnover limit for tax-neutral conversion
Total asset limit for tax-neutral conversion
The tax conditions decide whether conversion is worth it.
Existing bank charges block the conversion until satisfied.
Turnover or assets above the limits make the conversion taxable.
Accumulated profits distributed within three years.
Related services.
The reverse conversion.
About LLPs.
LLP filings.
Checking the tax effect.
Charges and shareholder consents checked.
Tax-neutral conditions assessed.
FiLLiP and Form 18 filed.
LLP registered; company dissolved.
LLP agreement filed.
Registrations moved to the LLP.
The LLP follows LLP compliance from now on.
Partners keep at least 50% profit share.
No payout of accumulated profits.
Form 11 and Form 8 every year.
GST, PAN and bank in the LLP’s name.
Share your query and our team will reply during business hours.
Yes, if no security interest is outstanding and all shareholders become partners.
Form 18 for conversion, filed with the FiLLiP incorporation form.
Only if the conditions are met, including turnover up to ₹60 lakh in each of the past three years and total assets up to ₹5 crore.
It is treated as dissolved once the LLP is registered.
Only after any charge on its assets is satisfied.
ACS – Director, Expertvuw Management Pvt Ltd
This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.