Partnership Firm Into Pvt Ltd Company
Apply for partnership firm to Pvt Ltd conversion with expert assistance. Understand documents required, government fees, processing time and the step-by-step.
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About this service
A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal.
Eligibility & thresholds
- 2 subscribers to MoA (1 for OPC)
- 2 directors (1 resident Indian)
- ₹1 lakh authorised capital (practical)
- 200 members (Section 2(68))
- 15 directors (extendable by SR)
- No maximum on authorised capital
- No statutory minimum capital
- SPICe+ fee waiver: capital ≤ ₹15 lakh
- Above ₹15L — Table of Fees applies
What's included
Everything in one transparent fee — no add-ons, no surprises.
Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.
| Fee Component | Amount (₹) | Basis / Authority |
|---|---|---|
| Name reservation (SPICe+ Part A) | ₹1,000 | Non-refundable — valid 20 daysMCA |
| Filing fee (SPICe+ Part B) | Nil | Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA |
| Stamp duty — MoA + AoA (Delhi) | ₹2,100 | MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState |
| DIN allotment (≤3 directors) | Nil | ₹1,000 per DIN beyond the first 3MCA |
| PAN / TAN / EPFO / ESIC / GSTIN | Nil | Auto-allotted through AGILE-PRO-SMultiple |
| Total Government Fee | ₹1,000 - ₹2,000 | (for default assumptions stated below) |
Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.
Required documents
Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.
- ›**Consent of partners** — by majority in number representing 3/4th in value (analogous to LLP Second — **Consent of partners** — by majority in number representing 3/4th in value (analogous to LLP Second Schedule — applied by RoC practice);
- ›**Audited statement of assets and liabilities** of the firm as on a date not earlier than 15 days be — **Audited statement of assets and liabilities** of the firm as on a date not earlier than 15 days before filing Form URC-1 — signed by all partners + firm auditor (or CA);
- ›**List of proposed shareholders** (subscribers to MoA) with their PAN, address, shareholding — minim — **List of proposed shareholders** (subscribers to MoA) with their PAN, address, shareholding — minimum 2 (s.3(1)
- ›— Pvt Ltd); — — Pvt Ltd);
- ›**Proposed MoA and AoA** (INC-33 e-MoA + INC-34 e-AoA); — **Proposed MoA and AoA** (INC-33 e-MoA + INC-34 e-AoA);
- ›**No-objection certificate from all secured creditors** (banks/FIs) of the firm; — **No-objection certificate from all secured creditors** (banks/FIs) of the firm;
- ›**Firm's PAN card** + **Registration Certificate** (if registered firm — under State Partnership Act — **Firm's PAN card** + **Registration Certificate** (if registered firm — under State Partnership Act);
- ›**Latest filed Form 5 with Registrar of Firms** (annual update); — **Latest filed Form 5 with Registrar of Firms** (annual update);
- ›**Statement of solvency** signed by all partners; — **Statement of solvency** signed by all partners;
- ›**List of partners** with their DIN/PAN. — **List of partners** with their DIN/PAN.
How it works
Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.
- 1Customer⏱ 1 - 3 Days
Step 1: **I-Pro / Partners**
**I-Pro / Partners**: Convene partners' meeting — pass resolution by 3/4th majority (number + value) authorising conversion; obtain written consent of all secured creditors. - 2I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Obtain DSC for at least two partners + DIN for at least two proposed directors (if not already held). - 3I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: File **Form RUN** on MCA V3 — reserve name for proposed Pvt Ltd (max 2 names — ₹1,000 fee); name reservation valid for 20 days. - 4I-Pro⏱ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Prepare draft MoA/AoA — define objects clause (carry on existing business of firm); share capital (matching partners' capital contribution ratio); subscribers (existing firm partners — same ratio). - 5I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: Prepare **Form URC-1** — Annexure I (consent of partners), Annexure II (list of members), Annexure III (statement of assets and liabilities — audited within 15 days prior to filing). - 6I-Pro⏱ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: File Form URC-1 + SPICe+ (INC-32) + e-MoA (INC-33) + e-AoA (INC-34) on MCA V3 — affix DSC; pay ROC fees per Annexure I. - 7I-Pro⏱ 1 - 3 Days
Step 7: **ROC**
**ROC**: ROC examines application — verifies partners' consent, solvency, NOC from creditors, partnership deed — typically approves within 10–15 working days; issues Certificate of Incorporation (Form INC-11) with new CIN. - 8I-Pro⏱ 1 - 3 Days
Step 8: **State side**
**State side**: File **Form 5** with Registrar of Firms within 30 days — intimate conversion/dissolution of firm under s.60 of Indian Partnership Act 1932; firm's name struck off from Register of Firms (or kept as "converted" entry). - 9I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Apply for **PAN/TAN** of new Pvt Ltd (SPICe+ integrated — issued with COI); apply for fresh GST registration (GSTIN) — separate from firm's GSTIN; surrender firm's GSTIN within 30 days. - 10Regulator⏱ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: Transfer assets of firm to Pvt Ltd via a Business Transfer Agreement (BTA); finalise firm's ITR-5 (final return) — claim exemption u/s 47(xiiia); close firm's bank account.
Post-registration compliance
What to file next. I-Pro handles these as part of the annual compliance package.
| Filing | Form | Deadline |
|---|---|---|
| Statutory IP Renewal (Form TM-R / Patent Form 12) Penalty: Surcharge fee; removal of mark from official Register | 10 Years | Every 10 years prior to certificate expiration date |
| Response to Examination Report / Objection Penalty: Application deemed abandoned without oral hearing | Event-based | Formal legal reply within 30 days of examiner report issuance |
| Continuous Commercial Use & Evidence Maintenance Penalty: Vulnerability to cancellation / rectification for non-use (Section 47) | Continuous | Retain continuous invoices, packaging, and digital promotional records |
| Proper Statutory Registered Symbol Usage Penalty: Imprisonment up to 3 years and criminal prosecution under Section 107 | Continuous | Use (R) symbol strictly after registration grant certificate issue |
Penalties for non-compliance
Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.
| Non-compliance | Provision | Penalty |
|---|---|---|
| Statutory IP Renewal (Form TM-R / Patent Form 12) | 10 Years | Surcharge fee; removal of mark from official Register |
| Response to Examination Report / Objection | Event-based | Application deemed abandoned without oral hearing |
| Continuous Commercial Use & Evidence Maintenance | Continuous | Vulnerability to cancellation / rectification for non-use (Section 47) |
| Proper Statutory Registered Symbol Usage | Continuous | Imprisonment up to 3 years and criminal prosecution under Section 107 |
Common mistakes to avoid
Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.
- 1Proposing a company name identical or phonetically similar to an existing trademarkWhy: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5–7 days delay.Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
- 2Submitting utility bills older than 2 months for the registered office addressWhy: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
- 3Missing the 180-day deadline to file INC-20A (Commencement of Business)Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.
Frequently asked questions
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