Convert Public Limited Company to LLP

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Find the best plan for your needs

Basic Plan

₹ 4,899
+GST
  • Consultation on Removal Process
  • Preparation of Required Documents
  • Filing of Form DIR-11

Standard Plan

₹ 5,999
+GST

Basic Plan
+

  • Share Certificate Transfer Assistance (If applicable)
  • Assistance with DIR-3 KYC (if required)

Premium Plan

₹ 7,499
+GST

Standard Plan
+

  • Digital Signature Certificate
  • Assistance in Updating GST, PT, ESI, PF Records
  • Dedicated Account Manager

Overview

Converting a Public Limited Company into a Limited Liability Partnership (LLP) is a strategic business move that offers lower compliance, tax benefits, and operational flexibility. This conversion is governed by the Limited Liability Partnership Act, 2008, and the Companies Act, 2013, requiring approval from stakeholders, regulatory filings with the Ministry of Corporate Affairs (MCA), and compliance with legal provisions.

The entire process generally takes 30 to 45 days, depending on documentation accuracy and regulatory approvals.

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Benefits of Converting Public Limited Company to LLP

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Limited Liability Protection

Partners are liable only to the extent of their contribution.

Reduced Compliance Burden

No board meetings, annual general meetings, or complex filings.

Tax Advantages

LLPs are exempt from Dividend Distribution Tax (DDT) and have simpler tax compliance.

Operational Flexibility

No requirement for a Board of Directors; partners have full control.

No Minimum Capital Requirement

LLPs can be formed with any amount of capital.

No Restriction on Business Activities

LLPs can engage in diverse commercial activities.

Eligibility Criteria for Conversion

To convert a Public Limited Company into an LLP, the following conditions must be met

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Approval from All Shareholders

Unanimous shareholder consent is required.

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Minimum Two Designated Partners

At least one designated partner must be a resident of India.

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NOC from Creditors

If the company has outstanding debts, a No Objection Certificate (NOC) is required from creditors.

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Company Should Not Be Listed on Stock Exchanges

Only unlisted public companies are eligible for conversion.

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Compliance with the LLP Act, 2008 & Companies Act, 2013

The company must meet all legal provisions for conversion.

Documents Required for Conversion

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Board & Shareholder Resolution Copies

LLP Agreement & Incorporation Documents

Amended Memorandum of Association (MoA) & Articles of Association (AoA)

Statement of Assets & Liabilities

LLP Agreement & Incorporation Documents

Declaration of Compliance as per LLP Act, 2008 & Companies Act, 2013

No Objection Certificate (NOC) from Creditors (if applicable)

Process for Conversion

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  • Conduct a Board Meeting and pass a resolution approving the conversion.
  • Hold a General Meeting to pass a Special Resolution for conversion and amend the Memorandum of Association (MoA) and Articles of Association (AoA).
  • File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution.
  • Submit a request for Name Reservation via RUN-LLP on the MCA portal.
  • The proposed LLP name must comply with MCA guidelines and end with “LLP.”
  • Submit Form FiLLiP (LLP Incorporation Form) with the following details:
      • Approved LLP name
      • Registered office address
      • Names and details of designated partners
      • LLP agreement details
      • Contribution structure of partners
  • File Form URC-1 to initiate the conversion process.
  • Attach supporting documents:
      • Certified copy of Board & Shareholder Resolutions
      • Statement of Assets and Liabilities
      • List of existing shareholders and proposed partners
      • NOC from creditors (if applicable)
  • The Registrar of Companies (ROC) will review the application and documents.
  • Upon approval, the ROC issues a Certificate of Registration of LLP, confirming the successful conversion.
  • Update company records, PAN, bank accounts, tax registrations, and business agreements.
  • Inform tax authorities, clients, vendors, and business partners about the conversion.
  • Ensure compliance with Income Tax & GST regulations applicable to LLPs.

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Frequently Asked Questions

What is the difference between a Public Limited Company and an LLP?

A Public Limited Company is structured to offer shares to the public and is subject to stringent regulatory oversight. An LLP combines partnership flexibility with limited liability protection for its members and does not require public shareholding.

Why would a Public Limited Company convert to an LLP?

Companies may convert to an LLP to benefit from simpler compliance requirements, tax efficiencies, and greater flexibility in management and operations, especially if they do not require public funding.

What are the legal prerequisites for converting a Public Limited Company to an LLP?

The company must be in good standing with no outstanding statutory dues or penalties. All shareholders must agree to the conversion, and the company must settle any public deposits or other liabilities beforehand.

How is the conversion from a Public Limited Company to an LLP initiated?

The conversion starts with a board resolution followed by obtaining shareholders' approval. The company must then file an application with the Ministry of Corporate Affairs along with the necessary documentation and prescribed fees.

What documents are required for converting a Public Limited Company to an LLP?

Required documents typically include the resolution passed by the company's board and shareholders, consent of all shareholders, a statement of assets and liabilities, and the incorporation document of the proposed LLP.

How long does the conversion process take?

The process generally takes a few months, depending on the complexity of the company's structure and the speed of regulatory approvals.

What happens to the assets and liabilities of the Public Limited Company?

All assets and liabilities of the company are transferred to the LLP upon conversion. The LLP assumes all rights and obligations of the company.

Are there any tax implications during the conversion?

The conversion may lead to tax implications regarding capital gains and stamp duty. Specific impacts should be evaluated with the help of a tax advisor.

Can the converted LLP retain the name of the Public Limited Company?

Yes, provided the name is available and approved by the Registrar. The suffix ‘LLP’ will be added instead of ‘Public Limited’.

What are the ongoing compliance requirements after converting to an LLP?

The LLP is required to file annual returns, financial statements, and comply with income tax regulations. The compliance burden is generally lighter compared to a public limited company.