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Home / Change in Business Structure / Partnership to Private Limited Conversion Conversion
Last updated: 2 October 2026
A private limited company gives a growing partnership limited liability, easier fundraising and a structure investors recognise. Our team chooses the right route — direct registration or takeover — and handles the filings and tax conditions.
Tax: the takeover is not treated as a transfer under section 70(1)(zd) of the Income-tax Act, 2025 (earlier section 47(xiii)) if all assets and liabilities pass to the company, all partners become shareholders in the same proportion as their capital, consideration is only in shares, and the former partners hold at least 50% of voting power for five years.
GST input tax credit moves to the company through Form GST ITC-02.
Based on the Companies Act, 2013, the Income-tax Act, 2025 and the CGST Rules. Last updated: 27 September 2026.
Registration of a firm as a company
Application for registration
Alternative route through a new company
Partners become shareholders in the capital ratio
Voting power partners must keep
Transfers GST credit
The tax conditions leave little room for change.
A partner not becoming a shareholder breaks tax neutrality.
Direct registration route needs a registered firm.
Paying partners anything other than shares.
Related services.
A lighter alternative.
Firm registration.
Company basics.
For the new company.
Section 366 or takeover chosen.
Partner consents and creditor steps.
URC-1 with SPICe+, or incorporation.
Business vests in, or is transferred to, the company.
Conditions met and documented.
GST ITC-02 and registrations moved.
The company now follows company law compliance.
Former partners keep at least 50% voting power.
INC-20A where applicable.
First auditor appointed.
Firm records closed.
Share your query and our team will reply during business hours.
Yes, by registering as a company under section 366 or through takeover by a new company.
Form URC-1, filed with the SPICe+ incorporation form.
It can be, if all assets pass to the company, partners get only shares in the same ratio and keep 50% voting power for five years.
For the section 366 route, yes.
It moves to the company through Form GST ITC-02.
ACS – Director, Expertvuw Management Pvt Ltd
This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.