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Partnership into PLC

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Conversion of Partnership Firm to Private Limited Company

All you need to know

What is Conversion of Partnership Firm to Private Limited Company?  

Conversion of a Partnership Firm to a Private Limited Company is a legal process that allows a business registered as a partnership to be converted into a company under the Companies Act, 2013. In this process, the assets, liabilities, rights, and obligations of the partnership are transferred to the newly formed Private Limited Company.

This conversion is often chosen by growing businesses because a Private Limited Company offers greater credibility, limited liability protection, and easier fundraising options. It also provides a separate legal identity for the business, which improves trust with clients, investors, and banks.

Why Convert Your Partnership into a Private Limited Company

Why Choose EbizFiling?  

EbizFiling has helped 5,000+ businesses across India with conversions, in corporations, and compliance services. Our expert team of CAs, CS, and legal professionals ensures that your conversion of partnership firm to private limited company is handled smoothly with all ROC filings completed on time.

From preparing partner consent, drafting incorporation documents, and filing forms with the Registrar of Companies, to ensuring compliance after conversion, we take care of the entire process for you. Some of our expert services include Conversion of LLP to Pvt Ltd Company and Conversion of Sole Proprietorship to Pvt Ltd Company. Our packages are affordable, transparent, and reliable.

You may get in touch with our compliance manager on 09643203209 or email info@ebizfiling.com for free consultation.

Partnership Firm to Private Limited Company Conversion Fees

Choose Your Package

ESSENTIAL

9899/-

(All Inclusive)

  • 2 DIN
  • 1 Name Approval Application under RUN
  • Stamp duty on INR 1 Lakh Authorized Capital
  • Company Incorporation using SPICe
  • MOA & AOA
  • PAN
  • TAN

ENHANCED

16499/-

(All Inclusive)

  • 2 DSC
  • 2 DIN
  • 1 Name Approval Application under RUN
  • Stamp duty on INR 1 Lakh Authorized Capital
  • Company Incorporation using SPICe
  • MOA & AOA
  • PAN
  • TAN
  • SSI/MSME Registration
  • Trademark (1 application 1 class) (start ups, proprietorship & small business)

ULTIMATE

26499/-

(All Inclusive)

  • 2 DSC
  • 2 DIN
  • 1 Name Approval Application under RUN
  • Stamp duty on INR 1 Lakh Authorized Capital
  • Company Incorporation using SPICe
  • MOA & AOA
  • PAN
  • TAN
  • SSI/MSME Registration
  • Trademark (1 application 1 class) (start ups, proprietorship & small business)
  • 1st Income Tax filing upto turnover of Rs. 50 Lakhs
  • 1 Year TDS Filing upto 500 entries
  • 1st Annual Filing upto turnover of Rs. 50 Lakhs
  • 25 Copies of MOA
  • 25 Copies Of AOA
  • 10 Copies of Share Certificate
  • Company Seal

Reasons to Convert a Partnership Firm to Private Limited Company

Few points to make your decision easy

Separate Legal Entity

A Private Limited Company is recognized as a separate legal entity from its owners, unlike a partnership firm.

Limited Liability Protection

In a company, partners’ personal assets remain safe as liability is limited to the amount invested in shares.

Better Funding Options

Private Limited Companies can raise funds more easily through equity, bank loans, and outside investors.

Improved Credibility

A Private Limited Company enjoys greater trust from banks, vendors, and customers compared to partnerships.

Growth & Expansion

Converting into a company makes it easier to attract investors and scale operations systematically.

Continuity of Business

A company continues to exist even if directors or shareholders change, unlike a partnership firm.

Documents Required for Conversion of Partnership Firm to Private Limited Company  

  • Partnership deed and registration certificate

  • Consent of partners for conversion

  • Identity and address proof of partners/directors

  • Digital Signature Certificates (DSC) of directors

  • Director Identification Numbers (DIN)

  • Draft MOA and AOA for the new company

  • NOC from creditors (if applicable)

  • Proof of registered office address

How to Convert Partnership Firm to Private Limited Companay

 

A small procedure for your quick understanding

1

Obtain DSC

2

Reserve Your Company Name

3

Submission of MOA & AOA

4

Get Company’s Incorporation Certificate

5

Get Company’s PAN & TAN

Obtain DSC

We help you obtain Digital Signature Certificates (DSC) for directors to start the incorporation process.

Reserve Company Name

ebizfilingOur experts check availability and reserve your preferred company name with MCA.

Get Incorporation Certificate

Verified ChecklistWe file MOA & AOA, complete approvals, and provide you with the official Certificate of Incorporation.

FAQs

FAQS on the conversion of Partnership firm to Private Limited Company

Get answers to all your questions here

  • Why convert a partnership into a Private Limited Company?

    It provides limited liability, a separate legal identity, and higher credibility. Businesses also gain better access to investors and funding.

  • Which law governs the conversion process?

    The conversion is regulated by the Companies Act, 2013 and MCA guidelines. All forms and approvals are handled by the Registrar of Companies (ROC).

  • Do all partners need to approve the conversion?

    Yes, the consent of all partners is mandatory. Without unanimous approval, the application for conversion cannot be processed by ROC.

  • Which forms are filed with the ROC?

    Key forms include URC-1, INC-32 (SPICe+), INC-33 (e-MOA), and INC-34 (e-AOA). These contain details of directors, shareholders, and incorporation.

  • Is there a minimum capital requirement?

    No minimum paid-up capital is required for forming a Private Limited Company. The promoters can decide the amount of capital at the time of incorporation.

  • Do partners automatically become shareholders in the new company?

    Yes, all existing partners become shareholders in the company. Their shareholding is usually based on their earlier contribution in the partnership.

  • How long does the conversion process take?

    It normally takes 4–6 weeks. The timeline depends on documentation readiness and the speed of approval from the ROC.

  • What happens to the partnership after conversion?

    The partnership firm is dissolved and replaced by the new Private Limited Company. All business activities continue under the new entity.

  • Does the company get a new PAN and GST?

    Yes, the new company must apply for fresh PAN and GST registrations. The previous registrations in the name of the firm cannot be transferred.

  • Will the firm’s liabilities transfer to the company?

    Yes, all assets and liabilities of the partnership are carried over. The Private Limited Company assumes responsibility for existing debts.

  • What about employees of the partnership firm?

    Employees automatically move to the new company. Their rights, contracts, and benefits remain unchanged after the conversion.

  • Can the converted company later become a Public Limited Company?

    Yes, the Private Limited Company can later be converted into a Public Limited Company. This requires additional compliances and ROC approval.

  • Is there any tax implication of conversion?

    If all legal conditions are followed, conversion is tax-neutral. No capital gains tax arises since assets are transferred at book value.

  • Do creditors need to approve the conversion?

    Yes, creditors’ approval or NOC may be required. This ensures that their rights and claims remain protected during the conversion process.

  • Will ROC issue a new Certificate of Incorporation?

    Yes, ROC issues a new Certificate of Incorporation. The company also receives a new Corporate Identification Number (CIN).

  • What is the minimum number of directors required?

    At least 2 directors are required for a Private Limited Company. Out of these, one must be a resident of India.

  • Is audit mandatory for a Private Limited Company?

    Yes, an annual statutory audit is compulsory. The company must appoint an auditor and file audited financial statements with ROC.

  • What happens if the firm has ongoing contracts?

    All existing contracts and agreements are transferred. The new company continues with the same rights and obligations as the partnership firm.

  • Can a foreign-owned partnership convert into a Private Limited Company?

    Yes, but FEMA and RBI rules apply. Approvals may be needed for foreign direct investment during conversion.

  • Why choose EbizFiling for conversion?

    We handle documentation, filings, and approvals end-to-end. Our experts ensure your conversion is smooth, accurate, and fully compliant.

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