Conversion of Company
into OPC or LLP
Convert your Private Limited Company into a One Person Company (OPC) or a Limited Liability Partnership (LLP) — legally, seamlessly, and without losing business continuity. CA/CS-managed filing on MCA V3 portal.
Why Convert a Private Limited Company?
As businesses evolve, the corporate structure that was right at incorporation may no longer be the best fit. A Private Limited Company is an excellent structure for growth — but it comes with mandatory board composition requirements (minimum 2 directors and 2 shareholders), annual compliance obligations, and regulatory oversight that may feel disproportionate for a business run by a single founder or a small partnership of professionals.
The Companies Act, 2013 and the LLP Act, 2008 both provide legal routes to convert a Private Limited Company into a structure better suited to its current size and ownership — either a One Person Company (OPC) for sole owner-operators, or a Limited Liability Partnership (LLP) for professionals and partners who want lower compliance without sacrificing limited liability.
Conversion Preserves Business Continuity — It's Not Closing and Restarting
Both OPC and LLP conversions are legal transformations — not new entity registrations. All existing contracts, bank accounts, licences, registrations (GST, MSME, trade marks), assets, and liabilities carry forward into the converted entity. You do not need to reapply for GST or update all contracts from scratch — only the entity type and CIN / LLPIN change.
Pvt Ltd → OPC vs Pvt Ltd → LLP
Pvt Ltd → OPC (INC-6)
Sole owner. Capital ≤ ₹50L. Turnover ≤ ₹2Cr. 2–3 months.
Pvt Ltd → LLP (FiLLiP)
2+ partners. No active charges. Tax exemption u/s 47. 3–4 months.
All Contracts Preserved
Both routes preserve all contracts, assets, and licences. No business restart needed.
LLP: No Capital Gains Tax
Under Section 47(xiiib) of the Income Tax Act — if conditions met. TaxClue verifies eligibility.
How TaxClue Handles Company Conversion
The process differs between the two conversion routes. Below is the complete step-by-step for each, managed end-to-end by TaxClue's CA/CS team.
Verify Eligibility — Paid-up Capital & Turnover Check
TaxClue checks whether paid-up capital is within ₹50 Lakhs and average 3-year turnover is within ₹2 Crore (for OPC). For LLP, we verify that all charges are satisfied, no FDI restrictions apply, and all shareholders are natural persons.
Transfer / Extinguish Extra Shareholding (OPC)
If a second shareholder holds shares, those shares must be transferred to the sole member before conversion. TaxClue prepares share transfer deeds and files SH-4 form on MCA.
Pass Special Resolution / Obtain Consents
The member (sole shareholder for OPC) or all shareholders (for LLP) pass the necessary resolution. TaxClue drafts the resolution and co-ordinates digital authentication.
Draft LLP Agreement / New MOA (if LLP)
For LLP conversion, the LLP Agreement is drafted by TaxClue's CS covering profit-sharing ratio, partners' rights, capital contribution, and exit provisions. Partners review and sign the agreement.
Obtain NOCs from Creditors (if applicable)
If the company has any secured or unsecured creditors, their No Objection Certificates must be obtained. TaxClue prepares the standard NOC format and co-ordinates lender responses.
File INC-6 (OPC) / FiLLiP + Statement of Intent (LLP)
The relevant conversion form is filed on MCA V3 with all attachments — special resolution, financial statements, member/partner declarations, NOCs, and DSC of director.
Receive Certificate of Incorporation / LLPIN
ROC reviews the filing and, if satisfied, issues a fresh Certificate of Incorporation (for OPC) or Certificate of Incorporation with LLPIN (for LLP). TaxClue delivers the certificate and guides you on post-conversion updates — GST, bank, PAN name change.
Documents Needed for Registration
Special Resolution
Of the member for conversion.
Latest Audited Financials
Balance Sheet & P&L.
List of Members (Shareholders)
With details.
Declaration by Director
No pending liabilities.
Consent of Nominee (Form INC-3)
For the OPC nominee.
DSC of Sole Director/Member
For filing on MCA V3.
Consent of All Shareholders
To become LLP partners (with signatures).
LLP Agreement
Drafted and signed by all partners.
List of All Creditors with NOC
From secured creditors.
CA-certified Statement of Assets & Liabilities
Not older than 30 days.
DPIN of All Designated Partners
(DIN — same number used).
Certificate of Incorporation
Of existing Private Limited Company.
Pvt Ltd vs OPC vs LLP — Key Differences After Conversion
| Aspect | Private Limited (Before) | OPC (After Conversion) | LLP (After Conversion) |
|---|---|---|---|
| Minimum Members | 2 shareholders | 1 shareholder (+ 1 nominee) | Min. 2 designated partners |
| Annual Compliance | AOC-4 + MGT-7 + AGM | AOC-4 + MGT-7A (OPC version) | Form 8 + Form 11 — much simpler |
| Statutory Audit | Mandatory every year | Mandatory every year | Only if turnover > ₹40L or capital > ₹25L |
| Tax Rate | 25% / 22% corporate tax | Same corporate tax rates | 30% on profits (partners taxed on share of income) |
| Personal Liability | Limited to shareholding | Limited to shareholding | Limited to LLP capital contribution |
| Board Meetings | Min. 4 per year | Min. 1 per half year (2 per year) | No mandatory board meetings |
Why Choose TaxClue?
Free Eligibility Check
TaxClue assesses your situation and recommends the right route — OPC or LLP.
All Documents Drafted
Resolution, LLP Agreement, NOC format, declarations — everything prepared.
Capital Gains Tax Exemption Verified
For LLP conversion u/s 47(xiiib) — TaxClue's CA verifies eligibility.
Post-Conversion GST/Bank Updates
GST amendment, bank communication, PAN name change — all guided.
5,000+ Companies Served
4.9★ Google rating. Experienced with both conversion routes.
No Business Disruption
All contracts, licences, assets carry forward seamlessly.
Frequently Asked Questions
Company Conversion Done Right
TaxClue's CA/CS team handles both Pvt Ltd → OPC and Pvt Ltd → LLP conversions end-to-end — from eligibility check and pre-clearance to MCA filing, LLP Agreement drafting, and post-conversion GST updates.
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