Convert Partnership to Private Limited Company

Expand your business reach by converting to a Private Limited Company—gain improved access to funding, enhanced credibility, and greater security.

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Conversion of Partnership firm into Private limited

One of the key advantages of registering a private limited company is that it becomes a separate legal entity, unlike a partnership firm. In a partnership, partners are personally liable for all debts and liabilities of the business, and their personal assets may be at risk. As the business grows, converting to a private limited company allows partners to limit their liability and enhance the company’s credibility. While statutory compliance is higher for a private limited company compared to a partnership, it offers greater opportunities for growth, investment, and expansion.

Benefits of conversion from partnership to a private limited company

Limited Liability of Owners

The liability of members or directors in a private limited company is limited to the amount of capital they have agreed to contribute. Even in the event of liquidation, the company’s losses or debts cannot be transferred to its members. Additionally, one member is not held accountable for the negligence or misconduct of another.

Separation of Management and Ownership

Separate ownership and management allow each to focus on their core responsibilities. Shareholders retain control through voting rights, while directors are entrusted with the day-to-day operations and management of the company.

separate legal entity

A partnership is not a separate legal entity, so if a partner dies, retires, or exits the firm, the partnership dissolves and a new one must be formed. In contrast, a private limited company is a separate legal entity, allowing it to continue existing independently of changes in membership and giving it the legal capacity to sue or be sued.

Raising Capital

Raising capital is generally easier in a Private Limited Company, as it enables members to invest without assuming personal liability—unlike a general partnership, where partners bear unlimited responsibility for the business’s obligations. Additionally, a Private Limited Company offers multiple avenues for fundraising, such as private equity, Employee Stock Ownership Plans (ESOPs), and other financial instruments.

Documents required to convert partnership to private limited company

PAN Card

PAN Card of shareholders and Directors.
Foreign nationals may provide a passport.

Identity Proof

Aadhar card, Voter ID/ Passport/ Driving License of Shareholders and Directors

Address Proof

Telephone Bill /Electricity Bill/ Latest Bank Account Statement of Shareholders and Directors

Photograph

Latest Passport size photograph of Shareholders and Directors

Business Address Proof

Electricity Bill/ Telephone Bill of the registered office address

NOC from partners

No Objection Certificate to be obtained from all the secured creditors of the applicant

Rent Agreement

Rent Agreement of the registered office should be provided, if any

Verification

A Copy of Partnership deed and Certificate of Registration duty verified by at least two partners of the general partnership.

Copy of ITR

A copy of latest income tax return filed by the Partnership firm

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Formulation of Company Name

Unique Name

Mainly it builds the company brand and preferably be a coined word

Business Object

Second part of name should suggest the business activity of the company

Constitution Type

Name of the company must end with “Private Ltd. Co.”

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*Subject to government processing times.

Process of conversion of partnership firm into private limited

1 -2 Days

3-5 Days

6-8 Days

8-10 Days

Days 11-15

Explore partnership to private limited company conversion

Frequently Asked Questions

To register a Private Limited Company, the following requirements must be met:

  1. At least two directors must be appointed, with at least one being a resident of India.

  2. A minimum of two shareholders is required. An individual can act as both a shareholder and a director simultaneously.

  3. A registered office address in India must be provided as the official place of business.

At the time of registration, a minimum authorized capital of ₹1 lakh must be specified. However, the requirement for a minimum paid-up capital has been removed as part of the Government’s efforts to simplify business registration in India. Still, each shareholder is required to subscribe to at least one share, and a sufficient amount of capital should be introduced to support the company’s operations.

Any individual above the age of 18 can be appointed as a director in a company, provided they obtain a Director Identification Number (DIN). There are no restrictions regarding citizenship or residency, allowing foreign nationals to also serve as directors. The process of DIN allotment has been integrated with the company incorporation application, with a maximum of three DINs allowed per application.
A Private Limited Company is required to hold a Board Meeting at least once every three months. In addition to these meetings, the company must also conduct an Annual General Meeting (AGM) at least once every financial year.
India permits 100% Foreign Direct Investment (FDI) in many industries through the Automatic Route. Under this route, investors only need to file a post-investment report with the RBI, detailing the nature of the investment. However, certain industries require prior approval from the RBI, and in such cases, investors must obtain this approval before making any investment.
Partnerships do not have the concept of a common seal. In contrast, a Private Limited Company possesses a common seal, which serves as the official signature of the company, and every company is required to have its own common seal.
No Capital Gains tax or stamp duty shall be charged on transfer of property from Partnership firm to a Private Limited Company.
The accumulated loss and unabsorbed depreciation of Partnership firm are deemed to be loss/ depreciation of the successor company for the previous year in which conversion was effected. Thus, such a loss can be carried out for a further eight years in the hands of the successor company.
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Convert Partnership to Private Limited Company

Expand your business reach with better funding, credibility, and security by converting to private limited company.