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Tue, Sep 16 2025
Shubham Bansal
Many businesses in India begin their journey as a partnership firm due to its simplicity. However, as they grow, entrepreneurs realize the importance of limited liability, credibility, and better funding options. This is where the conversion of a firm into a limited company becomes essential.
In this guide, we’ll explain the process, requirements, cost, and benefits of converting a partnership firm into a Private Limited Company. Whether you search for “conversion of firm into company” or “conversion of partnership firm into private limited company”, this article covers everything you need to know.
A partnership firm has its own advantages, but it comes with risks of unlimited liability and limited growth potential. By converting into a Private Limited Company, businesses gain:
Limited liability – Protects personal assets of partners.
Better funding options – Banks and investors prefer Pvt Ltd structures.
Professional credibility – Enhances trust with clients and vendors.
Separate legal identity – The company can own property, sue, or be sued in its own name.
A Kolkata-based marketing agency started as a partnership with four partners. As their client base expanded, they needed investor funding. Investors insisted on a conversion of partnership firm into limited company for better governance. After conversion, the agency raised ₹50 lakh in seed funding and doubled its revenue within a year.
If you are considering the conversion of partnership firm into company, certain legal conditions must be met.
Partnership firm should be registered under the Partnership Act.
At least two shareholders and two directors are required.
One director must be a resident of India.
DSC (Digital Signature Certificate) and DIN (Director Identification Number) are mandatory.
Partnership deed and registration certificate (if applicable).
PAN card and identity proofs of partners.
Address proof of the registered office.
Passport-size photos of proposed directors.
DSCs of directors.
The conversion of partnership firm into private limited company must follow the procedure under the Companies Act, 2013 and the rules framed by the Ministry of Corporate Affairs (MCA). Here’s the process in detail:
The first step is to discuss the conversion plan with all partners.
A meeting should be held to obtain the consent of all partners.
A resolution must be passed approving the conversion of the firm into a Private Limited Company.
The partners must decide the proposed directors and shareholders of the new company.
📌 Practical Tip: Prepare written consent from each partner as MCA may ask for proof that all partners agreed to the conversion.
Since all company incorporation documents are filed online with the MCA, the proposed directors must obtain a Digital Signature Certificate (DSC).
DSC acts as an electronic signature to authenticate online forms.
Apply for DSC through a government-recognized Certifying Authority (CA).
Each director must have an individual DSC.
📌 Practical Tip: Keep PAN card, Aadhaar, and passport-size photo handy while applying for DSC. The process usually takes 1–2 days.
Next, the proposed directors need a Director Identification Number (DIN).
DIN is a unique ID issued by the MCA to each director.
It can be applied directly through the SPICe+ form (INC-32) while filing incorporation.
Without DIN, a person cannot legally act as a director in India.
📌 Practical Tip: If any partner is already a director in another company, they may already have a DIN. In that case, no fresh application is required.
A Private Limited Company requires a unique name.
Apply for name approval using the RUN (Reserve Unique Name) service or directly in the SPICe+ Part A form.
The name must comply with MCA naming guidelines, such as ending with “Private Limited”.
Avoid using words that are identical or too similar to existing companies or trademarks.
📌 Practical Tip: Always check name availability on the MCA portal and trademark database before applying. This reduces the chance of rejection.
Once the name is approved, prepare the legal documents:
Memorandum of Association (MOA) – Defines the scope and purpose of the company.
Articles of Association (AOA) – Lays down rules and internal governance of the company.
Declaration forms (INC-9, DIR-2, AGILE-PRO-S, etc.) – Signed by directors and subscribers.
📌 Practical Tip: Drafting MOA and AOA carefully is crucial, as they form the legal foundation of the company.
Now, file the incorporation documents online through the SPICe+ form (INC-32) on the MCA portal. Attach:
MOA & AOA
Proof of registered office (electricity bill, rent agreement, NOC from landlord)
Identity & address proofs of directors
Digital signatures
After submission, the MCA verifies the documents.
📌 Outcome: If everything is in order, the Certificate of Incorporation (COI) will be issued. This marks the successful conversion of firm into company.
Once the company is incorporated:
PAN & TAN are automatically generated along with the COI.
Apply for GST registration, Shops & Establishment license, or other registrations depending on your business type.
📌 Practical Tip: Update all contracts, invoices, and bank details with the new company name and PAN to avoid compliance issues.
✅ With this process completed, your partnership firm officially becomes a Private Limited Company, enjoying the benefits of limited liability, credibility, and scalability.
If you’re wondering how much time a partnership firm is on conversion into a Ltd company, here’s what to expect:
Timeline: Generally, it takes 15–25 working days.
Cost: Professional fees and government charges -+can cost between ₹15,000 – ₹30,000.
Case Study Example:
A Pune-based textile trading firm completed the conversion of partnership firm into limited company within 20 days. The entire process cost them ₹22,000. After conversion, they secured a loan of ₹40 lakh from a nationalized bank, which was not possible as a partnership firm.
By opting for conversion of firm into company, businesses enjoy multiple benefits:
Limited liability for directors and shareholders.
Easy access to capital through banks, NBFCs, and investors.
Professional reputation in the market.
Separate legal existence and perpetual succession.
Tax planning opportunities available for companies.
Q1. Can a partnership firm be directly converted into a private limited company?
Yes. A partnership firm is on conversion into a Ltd company by following the process under the Companies Act, 2013.
Q2. How much time does the conversion process take?
It usually takes 15–25 working days, depending on document verification and MCA approvals.
Q3. What are the tax implications of conversion?
Generally, no capital gains tax applies if all assets and liabilities are transferred to the new company. However, specific cases may require consultation with a tax expert.
The conversion of partnership firm into private limited company is not just a compliance step—it’s a growth strategy. It ensures better liability protection, credibility, and opportunities to raise funds.
At PSR Compliance, we specialize in helping businesses with smooth and cost-effective conversions. From documentation to incorporation, our experts make the process quick and reliable.
👉 Contact PSR Compliance today to start your conversion process and take your business to the next level.