LLP to Private Limited in New Delhi
Private Limited Company registration in India via SPICe+ (INC-32). Minimum 2 directors, โน1 lakh capital. Get CIN, PAN, GSTN, EPFO, ESIC in one form.
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CA-led, named point of contact
Tracked client portal
Real-time status, end-to-end
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Refile-free if our error
Flat-fee pricing
No hidden charges, ever
About this service
A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal with jurisdiction under RoC New Delhi.
Eligibility & thresholds
- 2 subscribers to MoA (1 for OPC)
- 2 directors (1 resident Indian)
- โน1 lakh authorised capital (practical)
- 200 members (Section 2(68))
- 15 directors (extendable by SR)
- No maximum on authorised capital
- No statutory minimum capital
- SPICe+ fee waiver: capital โค โน15 lakh
- Above โน15L โ Table of Fees applies
What's included
Everything in one transparent fee โ no add-ons, no surprises.
Government Fee Breakdown
Government charges only โ separate from I-Pro's professional fee. All figures verified as of 25 August 2026.
| Fee Component | Amount (โน) | Basis / Authority |
|---|---|---|
| Name reservation (SPICe+ Part A) | โน1,000 | Non-refundable โ valid 20 daysMCA |
| Filing fee (SPICe+ Part B) | Nil | Waived for capital โค โน15L per GSR 1210(E) of 2018MCA |
| Stamp duty โ MoA + AoA (New Delhi) | โน2,100 | MoA โน1,000 + AoA โน1,000 + โน100 affixationState |
| DIN allotment (โค3 directors) | Nil | โน1,000 per DIN beyond the first 3MCA |
| PAN / TAN / EPFO / ESIC / GSTIN | Nil | Auto-allotted through AGILE-PRO-SMultiple |
| Total Government Fee | โน1,000 | (for default assumptions stated below) |
Government charges only โ verified statutory schedule for New Delhi, Delhi. Professional fee separate.
Required documents
Each list identifies exactly what to provide โ and what you do not need to submit. Use the accordions to expand.
- 1**Consent of partners** โ by 3/4th majority in number and value;**Consent of partners** โ by 3/4th majority in number and value;
- 2**Audited statement of assets and liabilities** of the LLP as on a date not earlier than 30 days bef**Audited statement of assets and liabilities** of the LLP as on a date not earlier than 30 days before filing Form URC-1 โ signed by at least two designated partners + LLP auditor;
- 3**List of members** (proposed shareholders of new Pvt Ltd) with their PAN, address, shareholding;**List of members** (proposed shareholders of new Pvt Ltd) with their PAN, address, shareholding;
- 4**Proposed MoA and AoA** (e-MoA INC-33 + e-AoA INC-34) of the new Pvt Ltd;**Proposed MoA and AoA** (e-MoA INC-33 + e-AoA INC-34) of the new Pvt Ltd;
- 5**No-objection certificate** from all secured creditors (banks/FIs) of the LLP;**No-objection certificate** from all secured creditors (banks/FIs) of the LLP;
- 6**NOC from Income-tax Department** โ Form 312/ITR acknowledgement โ tax clearance not statutorily re**NOC from Income-tax Department** โ Form 312/ITR acknowledgement โ tax clearance not statutorily required post-2003 abolition, but practical NOC advisable;
- 7**Statement of solvency** signed by two designated partners;**Statement of solvency** signed by two designated partners;
- 8**Latest filed Form 8 LLP (Statement of Account & Solvency)** and **Form 11 LLP (Annual Return)** โ**Latest filed Form 8 LLP (Statement of Account & Solvency)** and **Form 11 LLP (Annual Return)** โ proof of LLP compliance up to date.
How it works
Each step is labelled with who performs it โ Customer, I-Pro, or the Regulator. Form names are linked to the official portal.
- 1Customerโฑ 1 - 3 Days
Step 1: **I-Pro / LLP Partners**
**I-Pro / LLP Partners**: Convene partners' meeting โ pass resolution by 3/4th majority in number and value authorising conversion; obtain written consent of all secured creditors. - 2I-Proโฑ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Obtain Digital Signature Certificate (DSC) for at least two designated partners + DIN for at least two proposed directors (if not already held). - 3I-Proโฑ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: File **Form RUN** on MCA V3 โ reserve name for proposed Pvt Ltd (max 2 names โ โน1,000 fee); name reservation valid for 20 days (Pvt Ltd) โ extendable. - 4I-Proโฑ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Prepare draft MoA/AoA of proposed Pvt Ltd โ define objects clause, share capital (matching partners' contribution in LLP), subscribers (existing LLP partners). - 5I-Proโฑ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: Prepare **Form URC-1** โ Annexure I (statement of partners' consent), Annexure II (list of members), Annexure III (statement of assets and liabilities โ audited); attach all mandatory documents. - 6I-Proโฑ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: File Form URC-1 + SPICe+ (INC-32) + e-MoA (INC-33) + e-AoA (INC-34) on MCA V3 โ affix DSC of partners; pay ROC fees. - 7I-Proโฑ 1 - 3 Days
Step 7: **ROC**
**ROC**: ROC examines application โ verify solvency statement, consents, NOC from creditors โ typically approves within 10โ15 working days (no fixed statutory timeline); issues Certificate of Incorporation in Form **INC-11**. - 8I-Proโฑ 1 - 3 Days
Step 8: **LLP side**
**LLP side**: File **Form 9 LLP** (or Form 21 LLP โ to be verified) with ROC LLP within 15 days of ROC's Certificate of Incorporation of Pvt Ltd โ intimate conversion; LLP register to be updated. - 9I-Proโฑ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Apply for **PAN/TAN** of new Pvt Ltd (SPICe+ integrated โ issued along with COI); apply for new GST registration (GSTIN) โ separate from LLP's GSTIN. - 10Regulatorโฑ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: Transfer assets of LLP to Pvt Ltd via a Business Transfer Agreement + Form 8 LLP (final return) + Form 11 LLP (final annual return) for LLP within 60 days of conversion; close LLP's GSTIN/PAN (Surrender of Registration).
Post-registration compliance
What to file next. I-Pro handles these as part of the annual compliance package.
| Filing | Form | Deadline |
|---|---|---|
| Commencement of Business MCA | INC-20A | Within 180 days of incorporation |
| First Auditor Appointment MCA | ADT-1 | Within 30 days of incorporation |
| Annual Financial Statements MCA | AOC-4 | Within 30 days of AGM (by 29 October) |
| Annual Return MCA | MGT-7 | Within 60 days of AGM (by 29 November) |
| Director KYC MCA | DIR-3 KYC | Annually by 30 September |
INC-20AADT-1AOC-4MGT-7DIR-3 KYCPenalties for non-compliance
Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.
| Non-compliance | Provision | Penalty |
|---|---|---|
| Failure to file INC-20A (Commencement) | Section 10A(2) | โน50,000 for company + โน1,000/day for directors (max โน1 Lakh) |
| Late filing of Annual Return (MGT-7) or Financials (AOC-4) | Section 403 read with Table of Fees | โน100 per day of delay per form with no statutory ceiling |
| Non-filing of DIR-3 KYC | Rule 12A of Companies Rules | โน5,000 fee per DIN after 30 September deadline |
Common mistakes to avoid
Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.
- 1Proposing a company name identical or phonetically similar to an existing trademarkWhy: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5โ7 days delay.Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
- 2Submitting utility bills older than 2 months for the registered office addressWhy: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
- 3Missing the 180-day deadline to file INC-20A (Commencement of Business)Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.
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