ROC compliance
Business conversion
Move your business into the structure that suits where it's going: a proprietorship or partnership firm into a private limited company or LLP, or a private limited company into an LLP. We work out the legal route and the income tax conditions, register the new entity or file the conversion, and help you move registrations, bank accounts and contracts across.
- Route and tax conditions checked before you start
- Incorporation or conversion forms filed
- Business transfer agreement drafted where needed
- GST, bank and licence changes planned
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- Work done by chartered accountants
- 100% online, anywhere in India
- Since 2017
Price
Conversion
₹14,999+ ₹2,700 GST
Our filings in 2–3 weeks; the Registrar's approval time varies
- Advice on the route and the income tax conditions
- Name reservation for the new entity
- DSCs and DINs for two directors or designated partners
- Incorporation, or the conversion forms for your route
- Business transfer agreement, for a proprietorship
- Statement of assets and liabilities, certified by a chartered accountant
- Checklist for GST, PAN, bank, licence and contract updates
Fees are before 18% GST. Government fees, stamp duty on the new entity's documents and on any transfer of property, and newspaper notices where needed, are paid at actuals.
Who needs business conversion
- Proprietors who want limited liability, or to bring in partners or investors
- Partnership firms that want limited liability as an LLP or a company
- Small private companies that want the lighter compliance of an LLP
- Businesses preparing to raise equity investment, which usually needs a company
Documents you'll need
About the business
- PAN, GST and other registration certificates of the existing business
- Latest financial statements and income tax return
- List of assets and liabilities, including loans and property
- Partnership deed, or MOA and AOA, for an existing firm or company
From each owner, partner or director
- PAN and Aadhaar
- Bank statement, or a phone or electricity bill, not older than two months
- A recent passport-size photo
- Email address and mobile number
For the registered office
- Utility bill not older than two months, and the owner's no-objection letter
You upload these from your order page after you pay. Scans or clear phone photos are fine.
How it works
- 1
Choose the route
We look at your business, its assets and loans, and your plans, and recommend the structure and the route to it, including whether the move can be tax-neutral.
- 2
Settle the terms
For a proprietorship, we draft the business transfer agreement. For a firm or company, we confirm that every partner or shareholder agrees and that existing loans and charges allow the conversion.
- 3
DSC, DIN and name
We get digital signatures and DINs for the directors or designated partners, and reserve the new name.
- 4
File with the MCA
We file the incorporation, or the conversion forms with the statement of assets and liabilities, and answer the Registrar's queries.
- 5
Move the business across
Once the certificate is issued, we help you update GST, PAN, bank accounts, licences and contracts, and close what's no longer needed.
Routes for each kind of conversion
A proprietorship can't be converted directly under company or LLP law. Instead, a new company or LLP is registered with the proprietor as a shareholder or partner, and the business, with its assets and liabilities, is transferred to it under a business transfer agreement. A partnership firm can convert into an LLP under the LLP Act, or register as a company under Part I of Chapter XXI of the Companies Act, so the same business carries on in the new form.
A private limited company can convert into an LLP under the LLP Act if all its shareholders become the partners and no security interest on its assets is outstanding. Once the LLP is registered, it takes over the company's assets, liabilities and contracts, and the company is dissolved.
Tax and the move
Income tax law lets these conversions happen without capital gains tax if certain conditions are met. Broadly, the owners take only shares or a partner's interest in the new entity, keep a minimum stake for a set number of years and, for a company becoming an LLP, stay within limits on turnover and assets. If a condition is broken later, the exemption can be withdrawn.
GST registration doesn't move across by itself. The new entity registers for GST, and unused input tax credit can be transferred to it under the GST rules. Bank accounts, licences, contracts and property titles also need updating, and stamp duty may apply on transfers of property.
Frequently asked questions
Which conversion is right for us?
It depends on whether you plan to raise investment, how many owners there are, and how much compliance you want to handle. A company suits outside investment and ESOPs; an LLP suits partners who want lighter compliance. We can talk it through on a call first.
Will we need a new PAN and GST registration?
Yes. The new company or LLP gets its own PAN and TAN, and registers for GST. The old registrations are cancelled once the business has moved.
Do the business's assets and contracts carry over?
When a firm or company converts under the law, its assets, liabilities and contracts pass to the new entity. When a proprietorship moves into a company or LLP, they move under the business transfer agreement. Either way, you'll need to tell banks, clients and suppliers.
Is the conversion taxable?
It can be tax-neutral if the conditions in the income tax law are met, and we check them before you start. If they aren't met, capital gains tax may apply, and we'll tell you before you decide.
Can a company with a secured bank loan convert into an LLP?
Not while a security interest on its assets is outstanding. The loan has to be repaid, or the charge satisfied, before the company applies.
How long does a conversion take?
Our filings usually take two to three weeks, depending on the route. The Registrar's review, and for a proprietorship, moving bank accounts and registrations, can add time.