Procedure for Conversion of Partnership Firm into Private Limited Company


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Conversion of Partnership firm into a Private Limited Company is a good option for anyone who wishes to expand small and medium scale enterprises to a large scale one, or for infusion of equity capital.

Benefits of Conversion:
  • Limited liability of directors as compare to partnership firm
  • Easy access to funds i.e. Borrowing for expansion from Banks and financial institutions
  • Increase Capital base of company
  • Transferability of shares i.e easier changes and alterations in shareholding and also issue share capital by many ways as per rule of companies law,2013
  • No capital gain tax on transfer of property from partnership firm to Private Limited Company
  • No stamp duty on transfer of property from partnership firm to Private Limited Company
  • As per income tax point of view i.e loss and unabsorbed depreciation of firm now as loss/depreciation of the proposed company and this loss can be carried for next 8 years of the proposed company.
Law applicability:
  • Section 366 to 374 of Companies Law, 2013
  • Company Incorporation Rules ,2014

                         

For Conversion of Partnership Firm into Private Limited Company:
  • Hold meeting of partners to take their mutual consent for conversion and to authorize 2 or more partners to execute all required step for conversion
  • Capital which was as contribution of partners divided into units
  • Apply for Name Approval through RUN and upload required documents with the registrar of Companies within 20 days from the date of name approval.
  • Publish an Advertisement in Two Newspaper (English & Vernacular) in Form URC – 2 within 21 days from the date of publication of this notice.
  • Form URC -1 conversion form with necessary documents within 30 days of name approval.
  • Form – 22 verification of registered office within 30 days of Incorporation.
  • File Incorporation forms through SPICE+ with PAN, TAN and GSTIN (AGILE) and MOA and AOA in single window (See new notification for the same)
  • File E-form INC – 7 (Application for Incorporation) for giving details about all directors and subscribers of the converted company.
  • Declaration by Professional – E form INC -8 {as attachment of INC -7}
  • Required E-form INC -9 (Affidavit from the Subscribers) {as attachment of INC -7}
  • File E-Form DIR -12 (Appointment of First Directors)
  • NOC from the owner of the property.
  • Proof of Office address (Lease deed/ Rent Agreement)
  • Copy of the utility bills (not older than two months)
Attachments for Form URC-1:
  • SRN of RUN i.e. name approval form already filled to ROC
  • Particulars of Partners and Shares held by them;
  • Affidavit duly notarized from all the partners for dissolution of the firm ;
  • Declaration by 2 directors i.e. DIR -2 ;
  • Copy of the Partnership deed with all revised deeds till date ;
  • Copy of Newspaper advertisement i.e URC -2 ;
  • Certificate from a CA/CS/CWA certifying the compliance with all the provisions as applicable for this conversion
  • A copy of latest IT return;
Important Notes:
  • After conversion apply for all changes in name from Firm to Private limited company like sign board , letterheads also in government and non-government authorities

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