Company Conversion — Private to LLP / OPC to Pvt Ltd

Two distinct statutory conversion pathways fall under this service. (1) One Person Company to Private/Public company: Section 18, Companies Act 2013, read with Rule 6, Companies (Incorporation) Rules 2014. The Companies (Incorporation) Second Amendment Rules 2021, effective 1 April 2021, removed the earlier mandatory-conversion triggers (paid-up capital exceeding ₹50 lakh, or average annual turnover exceeding ₹2 crore) and the two-year minimum holding period — an OPC may now convert voluntarily at any time, by special resolution and an application in Form INC-6. (2) Private company or unlisted public company to LLP: governed by Section 56 and the Third Schedule (private company) or Fourth Schedule (unlisted public company), LLP Act 2008. Conversion requires no subsisting security interest on the company's assets at the time of application and the consent of all shareholders; it is effected by filing Form FiLLiP (incorporation of the LLP) together with Form 18 (application and statement for conversion) with the Registrar, who then issues a Certificate of Incorporation for the LLP. The converting company must separately be struck off the companies register once conversion is complete.

Company conversion is the legal transformation of one business structure into another — a private company converting into an LLP, or a One Person Company converting into a private company. Each conversion is a statutory process under its own law: a private company converting to an LLP proceeds under the LLP Act 2008 — the conversion provisions of the Act and the rules made under it apply, with the conversion effective from the LLP's registration — while a conversion of an OPC into a private limited company goes through the alteration and registration machinery of the Companies Act 2013 and the Companies (Incorporation) Rules 2014.

The reasons to convert are structural. A private company moving to an LLP trades the corporate compliance weight for the partnership flexibility of the LLP Act — while keeping limited liability — which suits professional firms and promoters who no longer need the company's capital-raising features. An OPC converting to a private company usually does so to bring in multiple shareholders or because the OPC's single-member restrictions no longer fit the business. Each conversion transfers the business, its assets and its liabilities into the new form.

Conversions are where businesses accidentally lose value. A conversion done informally — changing letterheads and GST registration without the statutory conversion — leaves the old entity technically alive and the new entity without legal standing: contracts, property, employees and tax registrations end up in the wrong hands. On the tax side, conversion of a company to an LLP is a transfer that engages the capital gains provisions of the Income Tax Act 1961, with specific provisions allowing rollover relief where the conditions are met (VERIFY: the applicable rollover provision and its conditions for company-to-LLP conversion).

This service is for businesses converting between structures — private company to LLP, OPC to private company, and related conversions. We advise on the route, prepare the conversion documents under the LLP Act 2008 and the Companies Act 2013, handle the tax position of the conversion, and complete the registrations — GST, PAN, bank, property and contracts — so the business continues without a seam.