Overview
Business conversion changes an entity’s legal form without winding it up and starting afresh. The law provides specific routes for each conversion. A private company or an unlisted public company converts into an LLP under Section 56 of the LLP Act using Form 18. A partnership firm or an LLP converts into a company under Section 366 of the Companies Act using Form URC-1. A private company becomes public, or a public company becomes private, under Section 14.
Conversion Routes
| From → To | Legal provision | Key form / approval |
|---|---|---|
| Partnership firm → LLP | Sec. 55 and Second Schedule, LLP Act | Form 17 with FiLLiP |
| Private / unlisted public company → LLP | Sec. 56 and Third Schedule, LLP Act | Form 18 with FiLLiP; no security interest subsisting, or all secured creditors consenting |
| Partnership firm / LLP → company | Sec. 366, Companies Act (Part I, Chapter XXI) | URC-1 and SPICe+ |
| Private → public company | Sec. 14 | Special resolution, MGT-14, INC-27 |
| Public → private company | Sec. 14 and Rule 41 | Special resolution and Regional Director approval (RD-1), then INC-27 |
| OPC → private / public | Rule 6/7, Incorporation Rules | INC-6 |
| Private → OPC | Rule 7 | INC-6, members’ and creditors’ consent |
| Section 8 → other company | Rule 22 | Regional Director approval (INC-18) |
| Proprietorship → company | Incorporation plus business transfer agreement | Not a statutory conversion |
Who Needs This Service?
Firms that want limited liability, companies that want to move to the lighter LLP compliance regime, startups that need a company structure for investment, and public companies that no longer need public status.
Business Conversion in Chennai / Tamil Nadu
Conversions of public companies into private companies, and conversions of Section 8 companies, go to the Regional Director (Southern Region), Chennai, for Tamil Nadu companies. Other conversions are processed by the CRC or ROC.
Benefits
Conversion preserves business continuity. Assets, liabilities, contracts and pending proceedings carry over by operation of law in the statutory routes. Tax neutrality depends on conditions in the income-tax law.
What Changes and What Stays the Same on Conversion
Conversion changes the form of the entity but not its continuity.
| Item | Effect of conversion |
|---|---|
| Assets and liabilities | Continue in the converted entity |
| Name | Suffix changes to match the new form |
| Registrations and bank accounts | Records must be updated with each authority |
| Contracts | Counterparties should be informed |
Documents Required
These depend on the route. They typically include resolutions, the consent of all partners or members, a statement of assets and liabilities certified by an accountant, creditor consents and NOCs, and the latest returns and accounts.
How KVA Handles Business Conversion
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what Business Conversion involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Timeline
MCA fees are payable according to the form. Stamp duty applies on the charter documents. Professional fees are available on enquiry. Timelines range from a few weeks (for MCA-only conversions) to a few months (for conversions requiring RD approval).
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for Business Conversion are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
Yes, under Section 56 of the LLP Act, if no security interest is subsisting or all secured creditors consent, and if all shareholders become partners.
Yes. It can be registered as a company under Section 366 of the Companies Act, with the consent of all partners.
It can be, subject to conditions such as turnover limits, shareholding continuity and restrictions on payments to partners. These must be verified under the current income-tax law.
Generally yes. A new entity number (LLPIN or CIN) is allotted, and the PAN depends on the Income Tax Department’s treatment of the converted entity.
No. The conversion requires the approval of the Regional Director.
There is no statutory conversion route. A new company is incorporated and the business is transferred to it, usually under a business transfer agreement.
Under the statutory routes, they vest in the converted entity. In practice, banks and counterparties must be informed and records updated.
Yes, with Regional Director approval under Rule 22, subject to conditions on its assets and past concessions.
Typically 3–6 weeks after documents are ready, subject to MCA processing.
For conversion into an LLP, all secured creditors must consent if a security interest subsists. Other routes may require creditor NOCs.
Proprietorship or partnership to LLP or company, LLP to company, private to public and public to private company, and Section 8 or Nidhi conversions where the law allows.
Part I of Chapter XXI of the Companies Act, 2013 allows registration of certain existing entities, including partnership firms, as companies.
Limited liability, a separate legal identity, easier fundraising and ESOP issuance, and continuity of the business despite changes in ownership.
They are generally continued by the converted entity, but counterparties, banks and licensing authorities should be informed and their consent obtained where the contract requires it.
The Income-tax law provides exemptions for certain conversions if specified conditions are met, such as continuity of shareholding for a stated period. Conditions should be checked in advance.
Conversions of a firm to a company or LLP generally need new PAN and fresh registrations, while GST registration can be transferred or amended depending on the type of conversion.
Often yes, subject to name availability and the naming rules for the new entity type, which require suffixes such as “Private Limited” or “LLP”.
Financial statements, partner or member consents, resolutions, details of assets and liabilities, and the filings specific to the conversion route chosen.
When the business wants limited liability with lighter compliance and does not plan to raise equity from outside investors or issue ESOPs.
Not simply. Reversing means a fresh conversion, with its own approvals, costs and tax consequences, so the choice of structure should be made with care.
Considering a Change in Your Business Structure?
Contact Karthick Vijayakumar & Associates to discuss the conversion route that applies to your entity.
Contact UsSpeak with Karthick Vijayakumar & Associates
Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India
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