Partnership to Private Limited Conversion in India
Convert Your Partnership Firm to Pvt Ltd
Limited Liability
- Starting @
₹6,999
Only
Corporate Status. Easy Funding. Professional Image. Growth Ready.
New Company Incorporation
Business Transfer Agreement
DSC & DIN for Directors
MCA Registration
PAN & TAN for New Company
GST Transfer Assistance
Expert Consultation in Minutes
What Sets Us Apart
500+ Conversions Done
Expert CA/CS Team
Tax-Optimized Process
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Companies Incorporated
Successfully incorporated across India
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Client Satisfaction
Rated excellent by our customers
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Years of Experience
Serving businesses since 2020
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Expert Consultants
Specialists in company formation
HEAR WHAT OUR CUSTOMERS HAVE TO SAY
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Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
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WHY CHOOSE US?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Ready to Upgrade to Private Limited?
Convert your Partnership Firm to Pvt Ltd and unlock corporate benefits, limited liability, and easier funding
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Convert Partnership to Pvt Ltd
Our experts handle the complete conversion including new company formation and business transfer.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
Partnership to Pvt Ltd Conversion Package
₹6999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
Company Name Approval
DSC for 2 Directors
DIN for 2 Directors
MOA & AOA Drafting
Company Incorporation (SPICe+)
PAN & TAN for Company
Business Transfer Agreement
Partnership Dissolution Deed
GST Amendment Assistance
Compliance Calendar Setup
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
PARTNERSHIP TO PRIVATE LIMITED CONVERSION - AN OVERVIEW
Partnership to Private Limited conversion involves transforming a traditional Partnership Firm into a Private Limited Company, providing partners with limited liability protection and corporate status. Unlike Partnership to LLP conversion, this process involves incorporating a new Pvt Ltd company and transferring the partnership business to it.
A Private Limited Company is a separate legal entity distinct from its shareholders, offering limited liability, perpetual succession, and access to institutional funding. It is the most preferred business structure for startups and growing businesses in India.
The conversion process involves incorporating a new Private Limited Company, transferring the partnership business (assets, liabilities, contracts) to the new company, and dissolving the partnership firm. Partners become shareholders and directors of the new company. Proper structuring can help minimize tax implications.
At IncorpX, we specialize in seamless Partnership to Pvt Ltd conversions. Our team of expert Chartered Accountants (CAs) and Company Secretaries (CSs) ensures tax-efficient structuring and complete compliance throughout the transition.
Why Convert Partnership to Pvt Ltd?
While Partnership Firms are easy to form, they have significant limitations that can hinder business growth. Here's why businesses choose to convert to Private Limited:
Key Reasons for Conversion:
Limited Liability:
Partners' personal assets are protected. Liability is limited to the shares held in the company.
Separate Legal Entity:
Company has its own identity, can own property, sue and be sued in its own name.
Easier Funding:
VCs, Angel Investors, and Banks prefer investing in/lending to Private Limited Companies.
Professional Image:
"Pvt Ltd" tag enhances credibility with clients, vendors, and stakeholders.
Perpetual Succession:
Company continues to exist regardless of changes in ownership or death of shareholders.
Important Difference from Partnership to LLP!
Unlike Partnership to LLP conversion (which is tax-neutral under Section 47), Partnership to Pvt Ltd conversion may have tax implications on transfer of assets. Proper structuring as slump sale or going concern transfer can help minimize taxes. Consult our experts for tax-efficient conversion.
Comparison: Partnership Firm vs Private Limited
Understanding the key differences helps in making an informed decision:
Feature
Partnership Firm
Private Limited Company
Legal Status
Not a separate legal entity
Separate legal entity
Liability
Unlimited (joint & several)
Limited to shareholding
Minimum Members
2
2
Maximum Members
50
200
Registration
Optional (under Partnership Act)
Mandatory (under Companies Act)
Perpetual Succession
No
Yes
Ownership Transfer
Requires partner consent
Shares freely transferable (with restrictions)
Raising Capital
Limited options
Multiple options (equity, debt, VC/PE)
Tax Rate (FY 24-25)
30% + surcharge + cess
22%/25% + surcharge + cess
Credibility
Lower
Higher (regulated entity)
Compliance
Minimal
Higher (annual filings, audits)
Suitable For
Small family businesses
Growth-oriented businesses, startups
Methods of Conversion:
Partnership to Private Limited conversion can be done through different methods:
Method
Description
Tax Implications
Slump Sale
Transfer entire business as going concern for lump sum consideration
Capital gains on slump sale value. Long-term if held > 36 months.
Itemized Sale
Sell individual assets to new company
Capital gains on each asset. May result in higher taxes.
Fresh Incorporation
Incorporate new company, gradually shift business
No immediate tax, but may have GST implications.
Recommended Approach
Slump Sale as Going Concern is typically the most tax-efficient method. The entire business is transferred for a lump sum, and if held for more than 36 months, gains qualify as long-term capital gains with indexation benefits. Our experts will analyze your specific situation and recommend the best approach.
What Are the Key Features of Our Conversion Service?
IncorpX provides comprehensive Partnership to Pvt Ltd conversion services:
1. Business Valuation
Assess the partnership business value for transfer pricing and share allotment.
2. Company Incorporation
Incorporate new Private Limited Company with partners as shareholders and directors.
3. Transfer Agreement
Draft Business Transfer Agreement for slump sale/going concern transfer.
4. Asset Transfer
Transfer all assets, liabilities, contracts, and employees to new company.
5. Dissolution Deed
Prepare Partnership Dissolution Deed and notify Registrar of Firms.
6. PAN/TAN for Company
Obtain fresh PAN and TAN for the new Private Limited Company.
7. GST Migration
Apply for new GST registration or transfer existing GST to new company.
8. License Transfer
Assist in transferring trade licenses, IEC, and other registrations.
9. Tax Planning
Structure the transaction to minimize capital gains and other tax implications.
10. Post-Conversion Support
Guide on Pvt Ltd compliance requirements and ongoing support.
Benefits of Converting to Private Limited:
Converting to Private Limited Company offers significant advantages:
Limited Liability
Personal assets of shareholders are protected. Liability limited to share capital invested in the company.
Separate Legal Entity
Company is a distinct legal person. Can own property, enter contracts, sue and be sued in its own name.
Easier Funding
Attract VC/PE investments, angel funding, and bank loans. Issue equity to raise capital without debt.
Perpetual Succession
Company continues to exist regardless of changes in shareholders or directors. Ensures business continuity.
Enhanced Credibility
"Pvt Ltd" tag improves perception among clients, vendors, banks, and government agencies.
Lower Tax Rate
Companies can opt for 22% tax rate (Section 115BAA) compared to 30% for partnership firms.
Unlock corporate benefits for your business!
Documents Required for Conversion:
The following documents are needed for Partnership to Pvt Ltd conversion:
Partnership Firm Documents:
Partnership Deed
Firm PAN Card
Latest Financial Statements
Bank Statements (6 months)
GST Registration Certificate
ITR of last 2 years
For Partners (becoming Directors/Shareholders):
PAN Card
Aadhaar Card
Passport (if foreign travel needed)
Address Proof (not older than 2 months)
Passport Size Photographs
Email ID and Mobile Number
For Registered Office:
Rent Agreement / Ownership Proof
Utility Bill (Electricity/Water)
NOC from Landlord (if rented)
Step-by-Step Conversion Process:
Here's how we convert your Partnership Firm to Private Limited Company:
Step 1: Business Valuation
Conduct valuation of the partnership business to determine transfer value. This is crucial for tax planning and share allotment to partners.
Step 2: Incorporate Private Limited Company
Apply for DSC and DIN for directors (partners). Reserve company name and incorporate new Pvt Ltd company through SPICe+ form.
Step 3: Open Company Bank Account
Open bank account for the new company. Deposit initial capital and obtain PAN/TAN.
Step 4: Draft Transfer Agreement
Prepare Business Transfer Agreement (BTA) for transfer of business as going concern/slump sale from partnership to company.
Step 5: Transfer Business Assets
Transfer all assets (tangible and intangible), liabilities, contracts, and employees to the new company. Issue shares to partners against transfer value.
Step 6: Dissolve Partnership Firm
Execute Partnership Dissolution Deed. Notify Registrar of Firms (if registered). Close partnership bank accounts and PAN.
Step 7: Complete Regulatory Updates
Apply for fresh GST registration (or transfer). Update IEC, trade licenses, and other registrations to company name. Inform clients and vendors.
Expert CA/CS support for seamless transition!
Tax Implications of Conversion:
Understanding tax implications is crucial for proper planning:
Aspect
Tax Treatment
Slump Sale (> 36 months)
Long-term Capital Gains at 20% with indexation
Slump Sale (< 36 months)
Short-term Capital Gains at slab rate
Individual Asset Sale
Capital gains on each asset separately
GST on Transfer
No GST if transferred as going concern (Schedule II)
Stamp Duty
Applicable on transfer documents as per state laws
Capital Gains Exemption
Section 54EC/54F can be used for reinvestment
Why Choose IncorpX for Conversion?
Expert Team: Qualified CAs and CSs with conversion expertise.
Tax Planning: Structure transactions for minimum tax impact.
Fast Processing: Complete conversion in 30-45 working days.
Complete Documentation: BTA, dissolution deed, all forms included.
Post-Conversion Support: Pvt Ltd compliance setup and guidance.
FAQs on Partnership to Private Limited Conversion
Have questions about converting your Partnership Firm to Private Limited Company? Here are answers to the most frequently asked questions.
These FAQs cover process, tax implications, and compliance requirements.
No, there's no direct conversion provision. The process involves incorporating a new Pvt Ltd company and transferring the partnership business to it.
The Partnership Firm is dissolved after business transfer. A dissolution deed is executed and the Registrar of Firms is notified (if registered).
Yes, unlike Partnership to LLP (tax-neutral), this conversion may have capital gains implications. Proper structuring as slump sale can help minimize taxes.
Slump sale is transfer of entire business undertaking as a going concern for a lump sum consideration, without individual valuation of assets. It's often the most tax-efficient method.
Yes, partners typically become shareholders and directors of the new Private Limited Company. Shares are allotted based on their capital contribution or as agreed.
The complete process typically takes 30-45 working days, including company incorporation, business transfer, and partnership dissolution.
Contracts are assigned/novated to the new company through the Business Transfer Agreement. Client consent may be required for formal novation.
Employees are transferred to the new company with continuity of service. Employment contracts are assigned as part of business transfer.
Yes, if the partnership firm name is not already taken by another company, you can reserve the same name with "Private Limited" suffix.
You need to apply for new GST registration for the company. The partnership GST will be cancelled after business transfer.
No, transfer of business as going concern is not subject to GST under Schedule II of CGST Act, 2017.
There's no minimum capital requirement for Private Limited Company. However, adequate capital should be infused based on business requirements.
Yes, conversion is a good opportunity for partner exit. The exiting partner receives consideration while continuing partners become company shareholders.
All liabilities are transferred to the new company as part of business transfer. The company assumes responsibility for all partnership obligations.
A valuation report from Chartered Accountant/Merchant Banker is recommended for determining transfer value and share allotment.
Private Limited Companies can opt for 22% tax rate under Section 115BAA (plus surcharge and cess), lower than 30% for partnerships.
A fresh IEC application is required for the new company. The old partnership IEC should be surrendered.
Yes, stamp duty is applicable on Business Transfer Agreement as per respective state stamp laws.
Pvt Ltd is preferred for equity funding, ESOP issuance, and startup benefits. VCs and Angel investors generally prefer Pvt Ltd over LLP.
