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Partnership Firm to Private Limited Company Conversion

  • Grants the status of a separate legal entity, allowing the business to own property, incur debts, and enter into legal contracts in its own name.
  • Provides limited liability protection to partners, ensuring that their personal assets are shielded from the company's debts and legal obligations.
  • Ensures perpetual succession, where the existence of the business is unaffected by the death, retirement, or withdrawal of any partner.
  • Opens access to equity funding from venture capitalists, angel investors, and private equity firms, which is generally not available to partnership firms.
  • Facilitates the implementation of Employee Stock Option Plans (ESOPs) to attract, reward, and retain high-quality talent.
  • Enhances the brand’s valuation and credibility in the eyes of banks, global vendors, and government bodies during the tendering process.
  • Allows for easier transferability of ownership through the simple transfer of shares, compared to the complex process of amending a partnership deed.
  • Offers tax planning opportunities, including a lower corporate tax rate for certain companies and the ability to carry forward business losses post-conversion.

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7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

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10 +

Awards Gained

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144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Partnership Firm to Private Limited Company Conversion

The conversion of a Partnership Firm into a Private Limited Company is a sophisticated legal transition governed by Section 366 of the Companies Act, 2013 (formerly Part IX conversion). This "Authorized to Register" mechanism allows an existing firm—whether registered or unregistered under the Partnership Act—to transform into a corporate body corporate through statutory vesting. Unlike a "slump sale," this process ensures that all assets, liabilities, and legal proceedings of the firm are transferred to the new company by operation of law, preserving business continuity without a break in the entity's existence.
In the 2026 MCA V3 regulatory environment, the process is executed via the integrated SPICe+ suite and e-Form URC-1. A prerequisite for this conversion in 2026 is that the firm must have at least two partners (who will become the first shareholders/directors). One of
the most critical steps in the V3 ecosystem is the mandatory publication of a Public Notice in Form URC-2 in two newspapers (one English and one vernacular). This notice serves to invite objections from creditors or the public within a 21-day period.
From a taxation standpoint, the conversion is "Tax Neutral" under Section 47(xiii) of the Income Tax Act, 1961, provided that the partners' shareholding in the company remains at 50% or more for at least five years and they receive no consideration other than shares. Furthermore, for the FY 2025–26 cycle, the new company must strictly implement Audit Trail (Edit Log) enabled accounting software from day one. This ensures that the financial legacy of the partnership is migrated into a transparent, unalterable digital ledger, meeting the high compliance standards expected of private limited entities today.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Partnership Firm.
  • 2 Aadhaar Card of all Partners (Mobile-linked for e-verification).
  • 3 PAN Card of all proposed Directors and Shareholders.
  • 4 Aadhaar Card of all proposed Directors and Shareholders.
  • 5 Latest Partnership Deed (certified copy, including any supplementary deeds).
  • 6 Statement of Assets and Liabilities certified by a CA (not older than 15 days).
  • 7 Copy of the Latest ITR acknowledgement of the partnership firm.
  • 8 No Objection Certificate (NOC) from all secured creditors.
  • 9 Proof of Registered Office (Electricity/Gas Bill not older than 2 months).
  • 10 Rent Agreement/NOC from the owner of the office premises.

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Comparison

Step Name Short Description Estimated Timeline
Partner Consent Obtaining unanimous written consent from all partners for the conversion. 1–2 Days
DSC & DIN Acquisition Obtaining Digital Signatures and Director Identification Numbers (DIN). 2–3 Days
Name Reservation (RUN) Reserving a name (usually the firm name + "Private Limited"). 2–3 Days
Public Notice (URC-2) Publishing a 21-day notice in two newspapers for public objections. 21 Days
Form URC-1 & SPICe+ Filing the conversion application and incorporation forms on MCA V3. 7–10 Days
Certificate of Incorporation Final scrutiny and issuance of the COI by the ROC. 3–5 Days

Timeline & Due Dates

Compliance Name Description Due Date
Form 14 (ROF) Informing the Registrar of Firms about the firm's dissolution/conversion. 15 Days from COI
Commencement (INC-20A) Mandatory declaration of capital subscription before starting business. 180 Days from COI
PAN & TAN Update Cancellation of firm’s PAN and activation of the new corporate PAN. 15 Days from COI
GST Migration Transferring the GST registration and ITC via Form GST ITC-02. 30 Days from COI

Penalty and Non-compliance Risk

Penalty and Non-compliance Risk

Triggering of Capital Gains Tax under Section 45
Rejection of URC-1 due to pending public objections
Personal Liability of partners for pre-conversion debts
Deactivation of Director Identification Number (DIN)
Invalidation of the conversion for non-filing of Form 14
Penalty for non-filing of Commencement of Business (INC-20A)
Suspension of GST benefits during transition delays

FAQs

Can an unregistered partnership firm convert?

Yes, both registered and unregistered firms can convert under Section 366, provided they have at least two partners.

What happens to the existing business name?
Is the conversion tax-free?
Is a newspaper advertisement mandatory?
How long does the conversion take?
Do we need a new PAN?
Can we add new directors during conversion?
What is Form URC-1?
Is an audit mandatory for the new company?
What is the "Audit Trail" requirement for 2026?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

What Our Clients Say

Discover what our satisfied clients have to say about their experience working with us

Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
Anusha Sharma
Partner, Professional Services Firm
" Their team quickly identified compliance gaps and suggested actionable fixes. Reporting was crisp and easy for management to understand. "
Rohit Kulkarni
CFO, Manufacturing Unit
" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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