Convert Partnership Firm to Private Limited Company
Firm to company under Section 366, tax-neutral under Section 47(xiii)
- 1PlanRoute and shareholding agreed.
- 2ConvertURC-1 and SPICe+ filed; certificate issued.
- 3MigrateFirm closed in records; registrations moved.
Share your details. We’ll reply on WhatsApp with the next steps and a checklist.
Pick a plan — the fee is adjusted if you hire us within 30 days.
About Convert Partnership Firm to Private Limited Company
A clear overview, in simple terms — what it is, why it matters, and how we handle it.
A partnership firm becomes a private company either by registering itself as a company under Section 366 of the Companies Act (Form URC-1 with SPICe+), or by forming a new company and transferring the business. The transfer is tax-neutral under Section 47(xiii) if all the firm's assets and liabilities pass to the company, all partners become shareholders in the same proportion as their capital accounts, they receive only shares, and together keep at least 50% of the voting power for five years.
Section 366 lets an existing firm 'register' as a company, carrying its assets, liabilities and contracts over by operation of law, which is cleaner than an asset-by-asset transfer. It needs the consent of a majority of partners, a public advertisement and the Registrar's approval.
We map the partners' capital accounts to share capital, check the five-year conditions against the founders' plans, and then migrate GST (with ITC-02 for unutilised credit), bank accounts, licences and contracts. Breach of the conditions makes the gain taxable in the company's hands under Section 47A(3).
| Routes | Section 366 registration (URC-1) or new company + business transfer |
|---|---|
| Tax exemption | Section 47(xiii) with 5-year conditions |
| Shareholding | Partners in the same proportion as capital accounts |
| Voting | Partners together hold ≥ 50% for 5 years |
| Losses | Carry-forward allowed under Section 72A(6) if conditions met |
Who this is for
Common scenarios where this service is a good fit.
- Firms raising outside equity
- Partners wanting limited liability and perpetual succession
- Firms whose customers or tenders require a company
What you get
Clear deliverables so you know exactly what's included.
- Choice of route and tax-condition check
- URC-1 / SPICe+ filings and advertisement
- Share allotment matching capital accounts
- GST, bank and licence migration
Expert review before every submission — not just data entry.
Working notes and reconciliations you can rely on in future notices.
Resident Indians, NRIs, expats and cross-border businesses — all served.
Documents required
A practical checklist. We'll tell you if anything else is needed based on your case.
* This is a base checklist. After a quick pre-check, we may ask for additional items specific to your case.
Process
A simple, trackable workflow — designed to avoid back-and-forth.
Route and shareholding agreed.
URC-1 and SPICe+ filed; certificate issued.
Firm closed in records; registrations moved.
Get a quote
We share a clear quote on WhatsApp after a quick checklist pre-check.
- Fixed quote on WhatsApp after a short look at your facts and documents.
- Government fees, if any, are paid at actuals and shown separately.
| Factor | DIY | Indus Tax |
|---|---|---|
| Expert review | ❌ | ✅ |
| Notice risk reduction | ❌ | ✅ |
| Deduction optimisation | ❌ | ✅ |
| Audit-ready records | ❌ | ✅ |
| AIS/26AS reconciliation | ❌ | ✅ |
Share your facts and deadline. We'll reply with the right checklist and a clear quote.
Fee adjusted against our service fee if you go ahead within 30 days.
- Priority CA Call-backSkip the queue — a CA calls you within 30 minutes.₹255
- RecommendedCA Consultation (30 min)Talk one matter through properly with a CA.₹755
- In-depth CA Review (60 min)Documents reviewed before the call, written action plan after.₹1,155
Call-backs run Mon–Sat, 9 AM–6 PM IST. Booked outside these hours? We call you first thing the next working morning.
Compare the 3 plansFrequently asked questions
Answers to the most common questions we get.
This page also covers
- Partnership to OPC
- Not available — an OPC has only one member.
- Section 366 registration
- Registration of an existing firm as a company.
Official sources
Indus Tax is a private professional services firm and is not affiliated with any government authority. Rules and fees change — we confirm current positions before filing.
