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We handle the complete process for your Partnership to Pvt Ltd right here in New Delhi. Get certified quickly and legally with our expert local team.
Professional Fee: ₹10,399 | Govt Fee: ₹1,000 - ₹2,000 | Total: from ₹11,399 (incl. govt fees)
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As a business expands, the traditional Partnership Firm structure often becomes a bottleneck to growth due to unlimited personal liability, inability to raise venture capital or private equity, and lack of perpetual succession. Converting an existing registered or unregistered Partnership Firm into a Private Limited Company under Part I of Chapter XXI (Section 366) of the Companies Act, 2013 is the most strategic upgrade for scaling enterprises. This statutory transition preserves the operational continuity of the business while supercharging it with corporate credibility, limited liability protection for all partners, and clean equity ownership represented by shares.
A major financial benefit of converting under Section 366 (via Form URC-1) is the complete preservation of business goodwill and tax optimization. Under Section 47(xiii) of the Income Tax Act, 1961, the transfer of capital assets and intangible goodwill from a partnership firm to a newly incorporated company is completely exempt from capital gains tax, provided that all partners become shareholders in the new company in the exact proportion of their capital accounts and no consideration other than shares is paid to them. Furthermore, all existing contracts, bank accounts, business licenses, and property titles can be legally vested in the new corporate entity without disrupting ongoing operations. At IPRO, our Company Secretaries and tax structuring experts execute a seamless, end-to-end conversion—managing asset valuation, newspaper advertisements, ROC Form URC-1 filings, and final Certificate of Incorporation issuance.
Transparent, all-inclusive – no hidden line items.
Inclusive of professional + estimated govt fee
I-Pro specialist handling, drafting & filing
Statutory fee, passed through at cost
Professional Fee: ₹10,399 onwards | Govt Fee: ₹1,000 - ₹2,000 | Total: from ₹11,399 (incl. govt fees)
Gather these documents for your New Delhi application.
The starting fee of ₹11,399 covers specialist consultation, document preparation, the government filing fee, and tracking until you receive the final certificate. Additional government fees may apply for objections, renewals, or expedited processing.
Turnaround depends on the specifics of your case. Once I-Pro Solutions scopes your requirements, I-Pro Solutions will give you a realistic timeline with milestones.
Most filings require identity proof (PAN/Aadhaar/passport), address proof, business registration documents, and (for IP filings) examples of use. An I-Pro Solutions specialist will send a tailored checklist within 24 hours of starting.
If a filing is rejected due to an error by I-Pro Solutions, I-Pro Solutions will refile at no extra cost and refund the service fee. If the rejection is due to information you provided, I-Pro Solutions will work with you to fix and refile at a discounted fee.
Converting into a Private Limited Company eliminates unlimited personal liability for partners, enabling them to protect their personal wealth. It also unlocks perpetual succession, enhances corporate brand prestige, and allows the business to raise equity capital from angel investors, venture capital funds, and financial institutions.
Section 366 (Part I of Chapter XXI) of the Companies Act, 2013 is the statutory provision that allows existing entities—such as registered or unregistered partnership firms, LLPs, or cooperative societies with 2 or more members—to formally register and convert into a Private Limited or Public Limited Company.
Form URC-1 is the primary statutory application form filed with the Registrar of Companies (ROC) under Section 366 for converting a partnership firm into a company. It is filed alongside the standard SPICe+ incorporation forms and requires attaching partner declarations, financial statements, and creditor NOCs.
Yes, an unregistered partnership firm can be converted into a Private Limited Company under Section 366. However, having a written, valid Partnership Deed and active trading proofs (such as bank statements and GST returns) is strictly required to prove the existence of the firm.
No, under Section 47(xiii) of the Income Tax Act, 1961, the conversion of a partnership firm into a company is completely exempt from capital gains tax, provided: (1) All partners become shareholders in the new company; (2) Their shareholding ratio matches their capital account ratio; and (3) Partners maintain at least 50% voting power for 5 continuous years after conversion.
Under Form URC-2 rules, the applicant firm must publish a statutory notice in one English newspaper and one vernacular (local language) newspaper circulating in the district where the firm's office is situated. This notice gives the public and creditors 21 days to raise any objections regarding the conversion.
Yes, if the partnership firm has any secured loans, mortgages, overdraft facilities, or outstanding debts, obtaining a formal signed No Objection Certificate (NOC) from all secured creditors and lending banks is mandatory before filing Form URC-1 with the ROC.
Under Section 368 of the Companies Act, all property, movable and immovable assets, bank balances, actionable claims, and active commercial contracts vesting in the partnership firm automatically vest in the newly incorporated Private Limited Company upon the issuance of the Certificate of Incorporation.
The GSTIN of a partnership firm is linked to its firm PAN. Since conversion creates a new corporate entity with a new corporate PAN, the company must apply for a new GSTIN and file Form GST REG-16 to formally transfer business input tax credit (ITC) and liabilities from the old firm to the new company.
With IPRO's structured workflow, the entire conversion—including partner consent, Form URC-2 newspaper advertisement (with mandatory 21-day notice period), URC-1 filing, and SPICe+ ROC approval—is typically completed within 15 to 25 working days.
Under Section 366 rules, all existing partners on the date of application must become shareholders in the new company. If a partner wishes to exit, a formal Retirement of Partner Deed must be executed, and the firm's constitution must be updated before initiating the corporate conversion process.
There is zero statutory minimum paid-up capital requirement. However, the authorized share capital of the new company should generally be structured to equal or exceed the total aggregate capital balances of the partners in the firm's latest audited balance sheet.
Yes, while you can retain the existing trade name by appending "Private Limited" (e.g., Apex Trading Firm becoming Apex Trading Private Limited), you can also apply for a completely new corporate name during the SPICe+ Part A name reservation stage.
Once converted, the entity must comply with all standard Companies Act rules: holding first board meeting within 30 days, appointing an auditor via Form ADT-1, filing Form INC-20A within 180 days, and filing annual corporate returns (AOC-4 and MGT-7A) with the ROC.
IPRO provides a specialized CS and CA turnkey execution team. I-Pro Solutions ensure your capital accounts are reconciled to guarantee zero capital gains tax under Section 47(xiii), manage all newspaper and ROC filings seamlessly, and ensure your operational contracts and bank accounts transition without disrupting your daily business.