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Convert Partnership Firm to Private Limited Company in Dehradun
Get Expert Assistance to Convert Your Partnership to a Pvt Ltd Company under Section 366 in 15 to 30 Working Days IncorpX Professional Fee from ₹7,999
Automatic Transfer of Assets, Liabilities, and Contracts. Capital Gains Exemption under Section 47(xiii). Listed amount is IncorpX professional charge for end-to-end assistance. Government / statutory fees are charged separately at actuals.
Certificate of Incorporation with CIN
Form URC-1 Filing with ROC
MOA (e-MOA) and AOA (e-AOA) Drafting
SPICe+ Filing with PAN, TAN, GSTIN
DSC and DIN for All Directors
Newspaper Publication (URC-2) Coordination
Partner Consent Documentation
30-Day Post-Conversion Compliance Support
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Ready to Convert Your Partnership to Pvt Ltd in Dehradun?
Get expert assistance to convert your partnership firm to a Private Limited Company under Section 366 with MCA. Automatic transfer of all assets and liabilities. IncorpX professional fee from ₹7,999; government fees charged separately at actuals.
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Convert Partnership Firm to Pvt Ltd Company in Dehradun
End-to-end professional assistance with partnership to company conversion under Section 366 of the Companies Act, 2013.
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Partnership to Pvt Ltd Conversion Package in Dehradun 2026
From ₹7,999 IncorpX professional fee for assistance
Scope, timelines, and next steps are shared after the initial assessment
Documentation assistance Regulatory guidance
Certificate of Incorporation with CIN
Form URC-1 Filing with ROC
MOA and AOA Drafting
SPICe+ Filing and Incorporation
DSC for All Proposed Directors
DIN Application (if required)
Newspaper Publication Coordination (URC-2)
Partner Consent Documentation
Creditor NOC Assistance
30-Day Post-Conversion Compliance Support
*Listed amounts are IncorpX professional charges for end-to-end assistance. Government / statutory fees are charged separately at actuals.
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Convert Partnership Firm to Private Limited Company in Dehradun
Partnership firm to Private Limited Company conversion in Dehradun is the legal process of registering an existing partnership as a company under Section 366 of the Companies Act, 2013, with automatic transfer of all assets, liabilities, contracts, and legal proceedings. Dehradun is one of India's major business centers, and partnership firms here can convert to Pvt Ltd through the Section 366 route for complete business continuity.
Partnership firms face inherent limitations: unlimited personal liability for partners, no perpetual succession, and inability to issue equity shares to investors. Converting to a Private Limited Company solves these constraints. Since August 15, 2018, both registered and unregistered partnership firms with 2 or more members can convert under Section 366, as governed by Rule 20 of the Companies (Authorized to Register) Rules, 2014. The conversion is filed with the Registrar of Companies (ROC), India.
Two Routes: Section 366 Conversion vs Fresh Incorporation
Partnership firms can convert to a Private Limited Company through two distinct routes. Each has different timelines, costs, and legal implications. Understanding both helps you choose the right path for your firm in Dehradun.
Route 1: Section 366 Registration (Recommended). The existing partnership registers directly as a company under Part XXI of the Companies Act, 2013. This is the preferred route because it preserves complete business continuity. All assets, liabilities, contracts, employees, and pending court cases transfer automatically to the new company. No separate Business Transfer Agreement is needed.
Route 2: Fresh Incorporation + Slump Sale. A new Private Limited Company is incorporated under Section 7, and the partnership business is transferred to it through a separate slump sale or Business Transfer Agreement. The partnership firm is then dissolved. This route takes longer (30 to 60 days), requires separate asset transfer documentation, and may trigger additional stamp duty on immovable property transfers.
Parameter
Section 366 Conversion
Fresh Incorporation + Slump Sale
Business Continuity
Automatic, no gap
Requires separate transfer
Timeline
15 to 30 working days
30 to 60 working days
Asset Transfer
Automatic under Section 366
Via BTA/Slump Sale Agreement
Contracts
Continue without novation
Require assignment/novation
Pending Legal Cases
Continue against new company
Require party substitution
Capital Gains Tax
Exempt under Section 47(xiii)
Taxable (unless structured correctly)
Stamp Duty on Assets
Only on MOA/AOA
Additional on immovable property
Complexity
Single filing (URC-1 + SPICe+)
Multiple filings + BTA execution
Recommendation: Section 366 conversion is the better route for most partnership firms in Dehradun. It is faster, preserves all legal relationships, and qualifies for capital gains exemption under Section 47(xiii). IncorpX recommends the fresh incorporation route only when Section 366 filing is not feasible due to specific regulatory constraints or disputed partnership claims.
Benefits of Converting Partnership Firm to Private Limited Company in Dehradun
Converting from a partnership to a Pvt Ltd structure gives your business in Dehradun specific legal, financial, and operational advantages. Here are 8 concrete benefits backed by statute and data.
Limited Liability Protection
Partners' personal assets stay protected after conversion. Liability is limited to the share capital subscribed. Under the Indian Partnership Act, partners have unlimited personal liability for all firm debts.
Business Continuity
A Pvt Ltd company has perpetual succession under the Companies Act, 2013. The company survives partner exit, death, or insolvency. Partnership firms dissolve when any partner leaves.
Equity Fundraising
Issue equity shares to angel investors, VCs, and PE firms after conversion. Partnerships cannot issue equity. A clean cap table structure enables valuations and structured funding rounds.
ESOP Eligibility
Offer Employee Stock Option Plans to attract and retain talent. Only companies registered under the Companies Act can issue ESOPs. This is a critical tool for startup-stage hiring.
Easy Ownership Transfer
Transfer shares without dissolving the company. Partnership firms require deed amendment and consent from all partners for any ownership change.
Capital Gains Exemption
Section 47(xiii) of the Income Tax Act provides capital gains tax exemption on conversion when all 4 conditions are met. Partners' capital accounts convert to equity without tax liability.
Automatic Asset Transfer
Section 366 ensures all assets, liabilities, contracts, and legal proceedings transfer automatically. No separate transfer deeds or Business Transfer Agreements are required.
Enhanced Credibility
The Pvt Ltd structure improves credibility with banks, clients, and government agencies in Dehradun. Easier to obtain loans above ₹10 lakh, government contracts, and vendor empanelment.
Eligibility and Prerequisites for Partnership to Pvt Ltd Conversion in Dehradun
Not every partnership firm can file for conversion immediately. The following requirements must be met before filing Form URC-1 with the Registrar of Companies, India.
Requirement
Detail
Minimum Partners
2 (become shareholders and directors of Pvt Ltd)
Partner Consent
Not less than three-fourths of partners present in person
Partnership Deed
Must contain conversion provision (or execute supplementary deed)
Firm Status
Registered or unregistered (2+ members, eligible since August 2018)
Creditor NOC
Written consent from all secured creditors
Filings Up-to-Date
All partnership ITRs and filings must be current
Expert Certification
Statement of assets and liabilities certified by Expert (within 30 days of URC-1 filing)
Newspaper Publication
Advertisement in 2 newspapers in Dehradun district (URC-2 format), 21 clear days before URC-1 filing
Warning: If your partnership deed does not contain a clause permitting conversion to a company, you must execute a supplementary deed signed by all partners before filing URC-1. This is a common oversight that delays the process by 5 to 7 days.
10-Step Section 366 Conversion Process in Dehradun
The Section 366 conversion follows a structured 10-step process filed entirely online through the MCA V3 portal. Total timeline: 15 to 30 working days from Dehradun.
Step 1: Obtain Digital Signature Certificates (DSC)
Apply for Class 3 DSC for all partners who will become directors of the new company. DSC is mandatory for signing all MCA e-forms including URC-1, SPICe+, and MOA/AOA. Processing time: 1 to 2 working days through authorized certifying authorities.
Step 2: Apply for Director Identification Number (DIN)
File Form DIR-3 on the MCA portal to obtain DIN for each proposed director. Partners who already have DIN from other directorships can use their existing number. DIN is a lifetime unique number allotted by MCA. Processing time: 1 to 3 working days.
Step 3: Pass Partner Consent Resolution
Hold a partnership meeting where not less than three-fourths of partners (present in person) pass a resolution consenting to the conversion under Section 366. The resolution must specify: (a) the decision to register as a Private Limited Company, (b) proposed company name, (c) authorized and paid-up share capital, (d) share allotment ratio. Record minutes and obtain signatures of all consenting partners.
Step 4: Draft MOA and AOA
Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) for the proposed company. The MOA must state the objects clause covering the existing partnership business. The AOA should include provisions for share transfer restrictions (required for Private Limited status). Stamp duty on MOA and AOA varies by state; in India, check the applicable state stamp schedule.
Step 5: Obtain Certified Statement of Assets and Liabilities
A practicing Tax Professional must prepare and certify a statement of the firm's assets and liabilities. This statement must be dated within 30 days before the URC-1 filing date. It serves as the verified financial position that transfers to the new company. The Expert also certifies that no creditor interests are adversely affected by the conversion.
Step 6: Obtain Creditor NOCs
Secure written No Objection Certificates from all secured creditors of the partnership firm. This confirms that creditors consent to the firm converting to a company without adverse impact on their claims. Unsecured creditors are protected under Section 366(4); their claims continue against the new company.
Step 7: Publish Newspaper Advertisement (URC-2)
Publish a notice of conversion in Form URC-2 in 2 newspapers circulating in Dehradun district - one in English and one in the principal vernacular language. The advertisement must be published at least 21 clear days before filing URC-1 with the ROC. This gives creditors and the public an opportunity to raise objections.
Step 8: Reserve Company Name via RUN
File the RUN (Reserve Unique Name) application on the MCA portal. You can apply for up to 2 name choices per application. The name must end with "Private Limited" and should not be identical or similar to existing companies or trademarks. MCA typically approves name reservations within 2 to 3 working days. The reserved name is valid for 20 days.
Step 9: File Form URC-1 with ROC
File Form URC-1 (Application for Registration of Companies not formed under the Companies Act but under other acts) with the ROC, India. Attachments include: partner consent resolution, MOA and AOA, certified statement, creditor NOCs, newspaper advertisements, partnership deed, list of partners with shareholding details, and the RUN approval letter. Government fee ranges from ₹3,000 to ₹15,000 based on authorized capital.
Step 10: Receive Certificate of Incorporation
After ROC verification, the Registrar issues a Certificate of Incorporation. This is the conclusive proof that the partnership has been registered as a Private Limited Company. From the date of incorporation: (a) all assets and liabilities vest in the company, (b) all contracts continue, (c) pending legal proceedings continue against the company, (d) partners become shareholders. The company also receives PAN, TAN, EPFO, ESIC, and GST registration through the SPICe+ integrated process.
Our expert team assists you through all 10 steps
Documents Required for Partnership to Pvt Ltd Conversion in Dehradun
Two sets of documents are required: (1) documents for the URC-1 filing with ROC, and (2) KYC documents for the SPICe+ incorporation. Prepare all documents before starting the process to avoid delays.
Documents for URC-1 Filing
Partnership DeedOriginal or certified copy
Partner Consent ResolutionSigned by ¾ of partners
MOA and AOAStamped as per India schedule
Certified Statement of Assets and LiabilitiesWithin 30 days of filing date
Creditor NOCsFrom all secured creditors
Newspaper Advertisements in URC-2 format2 newspapers in Dehradun
List of PartnersWith proposed shareholding details
Rent Agreement or Ownership ProofOf the office premises
Utility BillElectricity/water, not older than 2 months
NOC from LandlordIf rented premises
Document Tip: Prepare the certified statement of assets and liabilities last, since it must be dated within 30 days of URC-1 filing. If you prepare it too early, you will need re-certification, which costs ₹2,000 to ₹5,000 and delays the process by 3 to 5 working days.
Cost of Partnership to Pvt Ltd Conversion in Dehradun (2026)
The total cost of conversion includes IncorpX professional fees, government filing fees, and state-specific stamp duty. Here is the complete breakdown for firms converting in Dehradun.
Component
Cost (₹)
IncorpX Professional Fee
Starting ₹7,999
Government Fee (URC-1 + SPICe+)
₹3,000 to ₹15,000 (based on authorized capital)
DSC (2 Directors)
₹1,500 to ₹3,000
DIN (if new)
₹500 per director
Name Reservation (RUN)
₹1,000
Stamp Duty on MOA/AOA
Varies by state (see table below)
Newspaper Publication (URC-2)
₹2,000 to ₹5,000 (depends on Dehradun publication rates)
Expert Certification Fee
₹2,000 to ₹5,000
Listed amounts are IncorpX professional charges for end-to-end assistance. Government / statutory fees (URC-1, SPICe+, stamp duty, DSC, DIN, name reservation, newspaper publication) are charged separately at actuals as prescribed by the relevant authorities.
State-Wise Stamp Duty on MOA and AOA
Stamp duty on MOA and AOA varies significantly by state. For firms registered in Dehradun (India), check the applicable row below:
State
MOA Stamp Duty
AOA Stamp Duty
Total
Delhi
₹200
₹100
₹300
Maharashtra
₹5,000
₹1,000
₹6,000
Karnataka
₹5,000
₹500
₹5,500
Tamil Nadu
₹300
₹300
₹600
Gujarat
₹300
₹300
₹600
Uttar Pradesh
₹5,000
₹1,000
₹6,000
West Bengal
₹2,000
₹1,000
₹3,000
Rajasthan
₹500
₹500
₹1,000
Telangana
₹5,000
₹500
₹5,500
Kerala
₹5,000
₹200
₹5,200
Stamp duty rates are subject to change. For the latest rates applicable in India, verify with the state's stamp and registration department before filing. IncorpX assists with stamp duty procurement as part of the conversion package.
Free consultation with our expert team. No hidden charges.
Tax Implications - Section 47(xiii) Capital Gains Exemption
Section 47(xiii) of the Income Tax Act, 1961 provides complete capital gains tax exemption when a partnership firm converts to a company, subject to 4 mandatory conditions and a 5-year lock-in period. Verify the latest provisions on the Income Tax Department portal.
4 Conditions for Tax-Neutral Conversion under Section 47(xiii):
#
Condition
Requirement
1
All assets and liabilities must transfer
The entire partnership business (all assets and liabilities) must vest in the company. Cherry-picking assets is not permitted.
2
Partners become shareholders in profit-sharing ratio
All partners must become shareholders in the company and their shareholding must be in the same proportion as their profit-sharing ratio in the firm.
3
50% aggregate shareholding for 5 years
Partners (who were partners in the firm) must collectively hold at least 50% of the total voting power in the company for a minimum of 5 consecutive years from the date of conversion.
4
No consideration other than shares
Partners must not receive any consideration other than allotment of shares in the company for the transfer of the partnership interest.
5-Year Lock-In Warning: If the 50% shareholding condition is breached within 5 years (e.g., partners sell shares to external investors reducing their combined holding below 50%), the capital gains exemption is reversed. The gains become taxable in the year of breach under Section 47A. Plan equity dilution rounds carefully.
Other Tax Considerations:
Aspect
Treatment
GST on Transfer
Exempt - transfer of business as going concern under Schedule II of CGST Act, 2017
Stamp Duty
Applicable only on MOA and AOA (no stamp duty on asset transfer under Section 366)
Depreciation
The company claims depreciation on the written-down value (WDV) as appearing in the firm's books
Carry Forward of Losses
Business losses and unabsorbed depreciation of the firm can be carried forward by the company (subject to conditions)
Corporate Tax Rate
22% under Section 115BAA (vs 30% for partnership firms) - a direct 8% saving on profits
Post-Conversion Compliance for the New Pvt Ltd in Dehradun
After receiving the Certificate of Incorporation, the following mandatory compliances must be completed within specified timelines. Missing these deadlines attracts penalties under the Companies Act, 2013.
Compliance
Deadline
Form/Action
Open Bank Account
Immediately after COI
Deposit paid-up capital with COI, MOA, AOA, PAN, board resolution
Commencement of Business
Within 180 days of COI
File Form INC-20A (declaration that subscribers have paid up)
Appoint Statutory Auditor
Within 30 days of COI
File Form ADT-1 with ROC
First Board Meeting
Within 30 days of COI
Record minutes, appoint KMP, allot shares
Share Certificates
Within 60 days of incorporation
Issue share certificates to all shareholders (former partners)
Update GST Registration
Within 15 days
Amendment of GST registration with new PAN and entity type
Transfer Licenses
Within 30 to 60 days
Update Shop Act, FSSAI, IEC, Trade License to company name
Notify Stakeholders
Immediately
Inform banks, clients, vendors, and creditors of entity change
Annual ROC Filings
Every year (October 30)
Form AOC-4 (financial statements) and MGT-7 (annual return)
Income Tax Return
September 30 annually
File ITR-6 for the company; file final partnership ITR up to conversion date
State Compliance in India: Register for Professional Tax (if applicable in India), update Shops and Establishment Act registration, and obtain Labour Welfare Fund registration if the company has employees. IncorpX assists with all state-level registrations as part of the post-conversion support.
Partnership Firm vs Private Limited Company - Detailed Comparison
Understanding the structural differences helps you appreciate what changes after conversion. Here is a parameter-by-parameter comparison.
7 Common Mistakes in Partnership to Pvt Ltd Conversion
These are the most frequent errors that cause delays, rejections, or tax liability during the Section 366 conversion process. Avoid all 7.
1. Missing Conversion Clause in Partnership Deed
If the original partnership deed does not authorize conversion to a company, the ROC will reject URC-1. Execute a supplementary deed before filing.
2. Filing URC-1 Before 21-Day Newspaper Period
URC-2 newspaper advertisements must be published at least 21 clear days before URC-1 filing. Filing early results in automatic rejection.
3. Expert Statement Older Than 30 Days
The certified statement of assets and liabilities must be dated within 30 days of URC-1 filing. An expired statement requires re-certification.
4. Shareholding Ratio Not Matching Profit-Sharing Ratio
For Section 47(xiii) tax exemption, partners must become shareholders in the exact same ratio as their profit-sharing ratio. Any deviation triggers capital gains tax.
5. Breaching 50% Lock-In Within 5 Years
If former partners collectively hold less than 50% voting power within 5 years, Section 47A reverses the tax exemption. Plan equity dilution rounds carefully.
6. Not Obtaining All Creditor NOCs
Missing even one secured creditor's NOC causes URC-1 rejection. Identify all secured creditors (banks, NBFCs, asset financing companies) and obtain written consent before filing.
7. Delayed Post-Conversion Compliance
Failing to file INC-20A within 180 days, not appointing an auditor within 30 days, or missing the first board meeting deadline attracts penalties of ₹50,000 and above.
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Frequently Asked Questions About Partnership to Pvt Ltd Conversion in Dehradun
Converting a Partnership Firm to a Private Limited Company under Section 366 involves legal, tax, and procedural considerations. Below are 32 detailed answers covering the most common questions about partnership to Pvt Ltd conversion in Dehradun, including eligibility, cost, timeline, tax exemption under Section 47(xiii), and post-conversion compliance.
Partnership firm to Private Limited Company conversion in Dehradun is the legal process of registering an existing partnership as a company under Section 366 of the Companies Act, 2013. This process preserves business continuity, automatically transfers all assets, liabilities, contracts, and legal proceedings to the new company. Partners become shareholders and directors. The conversion is filed with the Registrar of Companies (ROC), India using Form URC-1.
Section 366 falls under Part XXI of the Companies Act, 2013, and authorizes unregistered companies (including partnership firms) to register as companies. The firm applies using Form URC-1 with the Registrar of Companies, following Rule 20 of the Companies (Authorized to Register) Rules, 2014. Since August 15, 2018, both registered and unregistered partnership firms with 2 or more members can convert.
Form URC-1 is the application filed with the ROC under Rule 20 of the Companies (Authorized to Register) Rules, 2014, for registering a partnership firm as a company. It requires a certified statement of assets and liabilities (not older than 30 days), partnership deed, creditor NOCs, and partner consent documents.
Form URC-2 is the prescribed format for newspaper advertisement under Section 374(b) of the Companies Act. The partnership firm must publish it in 2 newspapers (one English daily and one vernacular language of the district where the firm's office in Dehradun is located), and wait 21 clear days before filing with the ROC.
Yes. Since August 15, 2018, both registered and unregistered partnership firms with 2 or more members can convert to a Private Limited Company under Section 366. Registered firms must have up-to-date filings with the Registrar of Firms. Unregistered firms need to provide proof of existence and partnership deed.
After conversion, all assets, rights, liabilities, and pending legal proceedings of the partnership firm automatically transfer to the new company. The partnership firm ceases to exist. Partners must file intimation with the Registrar of Firms for dissolution and surrender the partnership firm's PAN to the Income Tax Department.
Not all partners need to consent. The Companies Act requires consent from not less than three-fourths of partners present in person at the meeting. However, securing consent from all partners is recommended to avoid disputes. The consent must be recorded in the minutes of the partners' meeting and attached with the URC-1 filing.
Section 47(xiii) of the Income Tax Act provides capital gains tax exemption when a partnership firm converts to a company. The exemption requires 4 mandatory conditions: all firm assets and liabilities transfer to the company, partners become shareholders in the same proportion, partners collectively hold 50% or more voting power for 5 years, and partners receive no benefit other than shares.
Partnership to Pvt Ltd conversion in Dehradun costs ₹7,999 (IncorpX professional fee) plus government fees. Government charges include: URC-1 filing fee (₹3,000 to ₹15,000 based on capital), DSC (₹1,500 to ₹2,000 per director), name reservation (₹1,000), newspaper publication in Dehradun district newspapers (₹2,000 to ₹5,000), and stamp duty on MOA/AOA as per India Stamp Act rates.
Stamp duty on MOA and AOA for partnership to Pvt Ltd conversion varies by state. In India, stamp duty is charged as per the India Stamp Act schedule based on the authorized capital of the company. For reference: Delhi ₹300, Maharashtra ₹6,000, Karnataka ₹5,500, Tamil Nadu ₹600, Gujarat ₹600, Uttar Pradesh ₹6,000, West Bengal ₹3,000, Rajasthan ₹1,000 (for ₹1 lakh authorized capital). Check the India rate with our team for exact figures.
Partnership to Pvt Ltd conversion in Dehradun is processed by the Registrar of Companies (ROC), India. All URC-1 and SPICe+ applications for companies with a registered office in Dehradun are submitted electronically through the MCA21 V3 portal and routed to the jurisdictional ROC office in India. The Corporate Identification Number (CIN) issued to your company will contain the state code for India.
The complete conversion process takes 15 to 30 working days. Key timelines: DSC issuance (1 to 2 days), name reservation (2 to 3 days), newspaper publication in Dehradun and 21-day waiting period (25 days), URC-1 processing (5 to 7 days), and SPICe+ approval (3 to 5 days). The newspaper waiting period is the longest phase.
Key documents include: partnership deed with amendments, PAN and Aadhaar of all partners, address proof, registered office proof in Dehradun (ownership or rent agreement with NOC), certified statement of assets and liabilities (not older than 30 days), NOC from secured creditors, last 3 years' ITR, passport-size photographs, and affidavit from all partners.
The procedure involves 10 steps: obtain DSCs, apply for DIN, obtain three-fourths partner consent, draft MOA/AOA, get certified statement of assets and liabilities, obtain creditor NOCs, publish newspaper advertisement (URC-2, wait 21 days), reserve company name via RUN, file Form URC-1 with ROC, and file SPICe+ for incorporation.
Yes. The partnership firm can retain its existing name during conversion by adding the "Private Limited" suffix as required under the Companies Act, 2013. Name availability is checked via the RUN (Reserve Unique Name) form on the MCA portal. Name reservation is valid for 20 days and costs ₹1,000.
All existing contracts of the partnership firm remain valid and enforceable against the new Private Limited Company under Section 366. The company is bound by all agreements, leases, vendor contracts, and customer commitments entered by the partnership. No separate assignment or novation of contracts is required for Section 366 conversion.
Yes. The partnership firm's existing GST registration must be cancelled or transferred. A new GST registration is required for the Private Limited Company using AGILE-PRO-S form (integrated with SPICe+). File Form ITC-02 for input tax credit transfer to the new company. Update all invoices with the new GSTIN, company name, and PAN.
Section 366 conversion registers the existing partnership as a company, preserving business continuity with automatic transfer of assets, liabilities, and contracts. Fresh incorporation creates a new company under Section 7 and transfers business via slump sale agreement. Section 366 is faster (15 to 30 days vs 30 to 60 days), has no tax leakage, and maintains pending legal proceedings.
Key differences: Liability is unlimited in partnership vs limited in Pvt Ltd. Governing law is Indian Partnership Act, 1932 vs Companies Act, 2013. Members: partnership has 2 to 50 partners; Pvt Ltd has 2 to 200 shareholders. Tax Rate: partnership at 30% (effective 34.94%) vs Pvt Ltd at 22% (effective 25.17%) under Section 115BAA.
Capital gains tax is exempt under Section 47(xiii) of the Income Tax Act if all conditions are met: all firm assets and liabilities transfer to the company, partners become shareholders in the same proportion as capital accounts, partners hold 50% or more voting power for 5 years, and partners receive no benefit other than shares.
Yes, a partnership firm with loans can convert, but written NOC from all secured creditors is mandatory. The NOC must state that creditors have no objection to the conversion. All existing loan agreements, liabilities, and obligations automatically transfer to the new company under Section 366. Unsecured creditors require a declaration, not a formal NOC.
Professional Tax applicability varies by state. In India, companies that employ staff or pay director remuneration are required to register under the India Professional Tax Act and deduct Professional Tax from salaries as per state-prescribed slabs. The maximum Professional Tax payable is capped at ₹2,500 per person per year under Article 276 of the Constitution. Through AGILE-PRO-S filed during SPICe+, Professional Tax registration is applied for automatically in applicable states including India.
In addition to central MCA and Income Tax compliance, the new Pvt Ltd company in India must comply with:
India Shops and Establishments Act: Register your business establishment and renew the licence annually.
India Professional Tax: Deduct and remit PT from employee salaries as per state slabs.
India State GST: File state GST returns if registered under GST in India.
Labour Welfare Fund: Contribute to the state labour welfare fund if applicable in India.
Yes. The entire partnership to Pvt Ltd conversion can be completed online from Dehradun. Form URC-1 and SPICe+ are filed electronically on the MCA V3 Portal. DSC is issued digitally. Only the newspaper advertisement requires physical publication in Dehradun district newspapers. IncorpX assists with the complete filing process remotely with 15 to 30 working days delivery.
Under Section 374(b), the partnership firm must publish an advertisement in Form URC-2 in two newspapers circulating in the district of Dehradun where the firm's registered office is located. One must be an English daily and one in the vernacular language. Publish at least 21 clear days before filing URC-1. Cost is ₹2,000 to ₹5,000 for both publications in Dehradun.
Yes. Existing employees should receive fresh appointment letters from the new Private Limited Company. Employment continuity is preserved under Section 366, but documentation must reflect the new company name, CIN, and PAN. Update PF (EPFO), ESI, and professional tax registrations with the new company details within 30 days.
After converting to a Private Limited Company, ongoing compliances include:
Annual ROC Filings: AOC-4 (financial statements) and MGT-7A (annual return)
Income Tax Return: ITR-6 filing annually
Board Meetings: Minimum 4 per year with proper minutes
Director KYC: DIR-3 KYC annually for all directors
Statutory Audit: Annual audit by a qualified Tax Professional
GST Returns: Monthly/quarterly GSTR-1 and GSTR-3B (if GST registered)
Choose Pvt Ltd if you plan to raise equity funding, issue ESOPs, add investors, or scale beyond 20 partners. Choose LLP if you want limited liability with lower compliance costs and no plans for equity fundraising. Pvt Ltd has more annual compliance (8+ filings/year) but enables share issuance. Compare Partnership to LLP conversion.
IncorpX's professional fee for partnership to Pvt Ltd conversion starts at ₹7,999 (excluding government fees and stamp duty). The package includes partner consent documentation, DSC and DIN application, name reservation, URC-1 and SPICe+ filing, MOA/AOA drafting, newspaper publication coordination, and post-conversion compliance support for 30 days.
Yes. IncorpX offers a 100% money-back guarantee on professional fees. If your URC-1 filing is rejected due to an error attributable to IncorpX, we re-file at no cost. If the re-filing also fails due to our error, you receive a full refund of the professional fee paid. Government fees and stamp duty are non-refundable. The guarantee is valid for 90 days.
IncorpX's conversion team includes 12 qualified Tax Professionals, 8 Compliance Professionals, and 5 Advocates. The company is ISO 9001:2015 certified and has assisted with 850+ partnership to company conversions since 2019. All filings are reviewed by a senior professional before submission to the ROC.
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
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Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
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Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
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Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
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Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
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Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
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Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
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Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
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Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
D
Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
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