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.
Private Limited Company → One Person Company
Under Section 18 of the Companies Act, 2013 read with Rule 6 of the Companies (Incorporation) Rules, 2014, a Private Limited Company can be converted into an OPC by filing Form INC-6 with the Registrar of Companies. The conversion is suitable when the business has grown from a two-person startup to a solo owner-operated business.
Eligibility — Pvt Ltd to OPC
OPC Cannot Be Converted to Pvt Ltd Again Immediately
Once converted to OPC, a company must remain an OPC for at least 2 years before it can be voluntarily converted back to a Private Limited Company. However, if the OPC's paid-up capital exceeds ₹50 Lakhs or turnover exceeds ₹2 Crore, it is mandatorily required to convert back to a Private Limited Company within 6 months.
What Changes — and What Stays the Same
| Aspect | Private Limited (Before) | OPC (After Conversion) |
|---|---|---|
| Minimum Members | 2 shareholders | 1 shareholder (+ 1 nominee) |
| Minimum Directors | 2 directors | 1 director (can be same as member) |
| Board Meetings | Min. 4 per year | Min. 1 per half year (2 per year) |
| AGM Requirement | Mandatory Annual General Meeting | No AGM required for OPC |
| Annual Filing | AOC-4 + MGT-7 required | AOC-4 + MGT-7A (OPC version) |
| Company Name | ABC Private Limited | ABC OPC Private Limited |
| Limited Liability | ✓ Yes | ✓ Yes — retained |
| Separate Legal Entity | ✓ Yes | ✓ Yes — retained |
| Tax Rate | 25% / 22% corporate tax | Same corporate tax rates apply |
| GST / MSME / Licences | Under old CIN | Update entity type — same GSTIN can be retained |
Private Limited Company → Limited Liability Partnership
Under Section 366 of the Companies Act, 2013 read with Schedule III to the LLP Act, 2008, a Private Limited Company can convert into an LLP by registering the new LLP with the MCA. The conversion is paperless and handled through the FiLLiP form (Form for incorporation of LLP) with additional statements of consent from all members and creditors.
This route is particularly popular for CA firms, law firms, consultancies, IT service firms, and professional partnerships that incorporated as Pvt Ltd companies but find the annual compliance burden (four board meetings, auditor appointment, ROC annual filing, shareholder meetings) disproportionate to their actual business structure.
Eligibility — Pvt Ltd to LLP
❌ Pvt Ltd to LLP Conversion NOT Available If
Capital Gains Tax Exemption on Pvt Ltd → LLP Conversion
Under Section 47(xiiib) of the Income Tax Act, conversion of a Private Limited Company to an LLP is exempt from capital gains tax — provided: (i) all assets and liabilities transfer to the LLP, (ii) all shareholders of the company become partners in the LLP in the same proportion as their shareholding, (iii) the shareholders do not receive any consideration other than their capital contribution, and (iv) the aggregate turnover of the company in the preceding 3 years does not exceed ₹60 Lakhs. TaxClue's CA verifies eligibility for this exemption and structures the conversion accordingly.
Pvt Ltd vs LLP — Key Differences After Conversion
| Aspect | Private Limited (Before) | LLP (After Conversion) |
|---|---|---|
| Governance Document | Memorandum & Articles of Association | LLP Agreement |
| Annual Compliance | 4 board meetings, AGM, AOC-4, MGT-7 | Form 8 (Annual Return) + Form 11 — much simpler |
| Statutory Audit | Mandatory every year | Mandatory only if turnover > ₹40 Lakhs or capital > ₹25 Lakhs |
| Tax Rate | 25% / 22% flat corporate tax | 30% on profits (but no DDT — partners taxed on share of income) |
| Profit Distribution | Dividends — subject to DDT rules | Partners' remuneration / interest — deductible up to limits |
| Personal Liability | Limited to shareholding | Limited to LLP capital contribution |
| Adding / Removing Partners | Share transfer process + ROC filings | Amend LLP Agreement + MCA filing only |
| Perpetual Succession | ✓ Yes | ✓ Yes — retained |
| FDI | Permitted in most sectors | Permitted only in automatic route sectors |
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.
INC-6 Private Limited → OPC
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1
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. The existing shareholder composition is reviewed to ensure only one natural person (Indian citizen resident in India) will remain as member post-conversion.
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2
Transfer / Extinguish Extra Shareholding
If a second shareholder holds shares, those shares must be transferred to the sole member (or acquired) before conversion. TaxClue prepares share transfer deeds, updates the share register, and files SH-4 form for the transfer on MCA.
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3
Pass Special Resolution
The member (sole shareholder) passes a special resolution authorising conversion from Private Limited to OPC. TaxClue drafts the resolution and obtains digital authentication in the required format.
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4
Obtain NOC from Creditors (if applicable)
If the company has any secured or unsecured creditors, their No Objection Certificate for the conversion must be obtained. TaxClue prepares the standard NOC format and co-ordinates lender responses.
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5
File INC-6 on MCA V3
Form INC-6 — Application for conversion from Pvt Ltd to OPC — is filed on MCA V3 with attachments including special resolution, latest financials, declaration by director, list of members, and creditor NOCs. Signed with DSC of director.
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6
Receive Certificate of Incorporation (OPC)
ROC reviews the INC-6 filing. If satisfied, ROC issues a fresh Certificate of Incorporation with the company's new name ending in "OPC Private Limited". TaxClue delivers the certificate and guides you on post-conversion updates (GST, bank, PAN name change if any).
FiLLiP Private Limited → LLP
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1
Eligibility Check & Pre-Clearance
TaxClue verifies that all charges are satisfied, all ROC filings are current, no FDI restrictions apply, and all shareholders are natural persons. Pending income tax returns and GST filings are also cleared at this stage.
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2
Obtain DPINs for All Partners
Every designated partner of the new LLP must have a DPIN (Designated Partner Identification Number). If any shareholder converting to a partner does not have a DPIN, TaxClue applies for DPINs using Form DIR-3 (the same form used for DIN for companies).
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3
Draft LLP Agreement
The LLP Agreement — the foundational governance document of the LLP — is drafted by TaxClue's CS. It covers profit-sharing ratio, partners' rights and duties, designated partners, capital contribution, decision-making process, and exit provisions. Partners review and sign the LLP Agreement.
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4
Obtain Consents & NOCs
Written consent of all shareholders to become partners in the LLP is collected. NOCs from all secured creditors (if any charges were registered) are obtained. A statement of assets and liabilities of the company certified by a CA is prepared.
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5
File FiLLiP + Statement of Intent (URC-1 equivalent)
The FiLLiP form (LLP incorporation form) is filed on MCA V3 along with the Statement of Intent to convert, list of shareholders with their consents, LLP Agreement, CA-certified accounts, NOCs from creditors, and all partner KYC documents.
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6
ROC Gazette Notice & Objection Period
For Pvt Ltd → LLP conversion, ROC issues a gazette notice calling for objections from creditors or other parties (30-day window). If no objections, the conversion proceeds.
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7
Receive LLP Certificate of Incorporation & LLPIN
MCA registers the LLP and issues a Certificate of Incorporation with a new LLPIN (LLP Identification Number). The original company is simultaneously struck off from the Register of Companies. TaxClue delivers all documents and guides post-conversion compliance updates.
TaxClue Manages Both Conversion Routes — End to End
From eligibility check and pre-clearance of filings, to share transfers, DPIN applications, LLP Agreement drafting, MCA filing, gazette notice tracking, and post-conversion GST / bank updates — TaxClue handles every step. You get a single point of contact for the entire conversion.
Documents Checklist for Conversion
Company Conversion — Common Questions
No — only companies that meet both the paid-up capital limit (not exceeding ₹50 Lakhs) and the average turnover limit (₹2 Crore over preceding 3 years) are eligible. Additionally, there must be only one natural person as the member (Indian citizen resident in India) after the conversion — which means the second shareholder's shares must be bought out or transferred first. If your company exceeds these limits, conversion to OPC is not possible — conversion to LLP may still be an option.
No — GST registration does not need to be cancelled. The existing GSTIN can be amended to reflect the new entity type (LLP) and the new LLPIN after conversion. The conversion is treated as a change in constitution of the taxpayer, not as a fresh registration. TaxClue handles the GST amendment filing as part of the post-conversion update process, so there is no disruption to GST compliance.
Yes — all existing contracts, agreements, and licences entered into by the Private Limited Company continue to bind and benefit the OPC or LLP post-conversion. The conversion is a transfer of the entire undertaking as a going concern — not a new entity entering into fresh contracts. However, counterparties should be notified of the change in entity type and the new CIN / LLPIN, and agreements may need to be novated or updated if they contain change-of-control clauses. TaxClue provides a checklist of third-party notifications required after conversion.
The company's bank account does not automatically transfer to the LLP. You will need to open a new bank account in the name of the LLP and update all banking relationships. The old company bank account should be closed after all receivables are settled and all payments are redirected to the new LLP account. This is one of the post-conversion administrative steps TaxClue assists with — along with updating PAN records, GST, MSME, and other registrations.
In a Pvt Ltd to LLP conversion, the transfer of assets is pursuant to a court/ROC-approved conversion — not a voluntary sale. Most states exempt stamp duty on such conversion-related asset transfers under their stamp duty schedules. However, this varies by state — immovable property transfers may still attract stamp duty in some states. TaxClue's team checks the stamp duty implications specific to your state and the assets involved before the conversion is executed.
The Companies Act provides for conversion of a Private Limited Company to an LLP under Section 366. An OPC is a type of private limited company — however, the LLP Act and Schedule III require at least two designated partners for an LLP. An OPC has only one member. Therefore, a direct OPC to LLP conversion typically requires the OPC to first convert back to a Private Limited Company (with at least 2 members) and then proceed with the Pvt Ltd to LLP conversion. TaxClue advises the correct sequencing based on your specific situation.
The end-to-end process typically takes 3 to 4 months — including pre-clearance of pending compliances (4–6 weeks), document preparation and filing (2–3 weeks), ROC processing and gazette notice period (4–8 weeks), and final LLP certificate issuance. TaxClue tracks the application status continuously and notifies you at each milestone. The timeline can be longer if there are pending filings, charge satisfaction, or FDI-related approvals required.
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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