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Outgrown your current entity, or need a leaner one? Practical guidance to convert your business structure without disrupting operations, contracts, or bank accounts.
Convert your sole proprietorship into a One Person Company for limited liability and a separate legal identity.
Convert your proprietorship into a private limited company to raise funding and build institutional credibility.
Convert your One Person Company into a private limited company once you cross mandatory thresholds or add co-founders.
Convert an eligible private limited company into a One Person Company to simplify ongoing compliance.
Convert your LLP into a private limited company to raise equity funding or bring institutional investors.
Convert your private limited company into an LLP for simpler compliance and pass-through tax treatment.
Convert your partnership firm into an LLP for limited liability protection and separate legal identity.
Convert your partnership firm into a private limited company to access funding and limited liability protection.
Convert your private limited company into a public company to raise public capital or prepare for listing.
Convert your public company into a private limited company to reduce compliance burden.
Convert your registered Trust or Society into a Section 8 company for greater credibility.
Convert an existing company into a Section 8 non-profit company for charitable, educational or social objectives.
As a business grows, the structure chosen at the start may stop fitting its ownership, funding or regulatory needs. Indian law provides several routes to move from one form to another, and each route has its own statute, approving authority and paperwork.
A conversion affects tax positions, registrations, contracts, bank accounts and licences held in the old name. These should be listed before the process starts, since many of them need separate updates after the new certificate is issued.
Expertvuw assists with documentation and coordination; filings are certified by independent professionals where the law requires, and approval rests with the ROC or Regional Director.
The Companies Act, 2013 does not provide a direct conversion route for a sole proprietorship. In practice, a new private limited company or OPC is incorporated and the proprietor’s business is transferred to it through a business transfer agreement, with GST, bank accounts and licences moved to the company. Tax implications of the transfer should be reviewed with a qualified professional.
No longer. Under the Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, the earlier two-year restriction and the capital and turnover limits were removed. An OPC can convert into a private or public company at any time, provided it meets the minimum number of members and directors for the new form.
Conversion of a private company into an LLP is governed by Section 56 and the Third Schedule of the Limited Liability Partnership Act, 2008. Firms convert under Section 55 and the Second Schedule, and unlisted public companies under Section 57 and the Fourth Schedule. Conditions include consent of shareholders and treatment of existing creditors, subject to the Registrar’s review.
Under Section 14 of the Companies Act, 2013, conversion of a public company into a private company requires a special resolution and the approval of the Central Government, which is exercised by the Regional Director. After approval, the company files the order and altered articles with the Registrar, who issues a fresh certificate of incorporation.
It depends on the route. Where a new entity is created, such as a proprietorship business moving to a company, new registrations are generally required. Where the statute vests assets and liabilities in the converted entity, such as firm-to-LLP conversion, contracts continue, but registrations, bank records and licences still need updating. Each authority’s current procedure should be checked.