Cardiff Services

Partnership Firm to Private Limited

Partnership Firm to Private Limited Company Conversion – Overview

A Partnership Firm is easy to form and flexible to operate, but it has significant drawbacks — partners have unlimited liability, the firm has no separate legal identity, and its credibility with banks and investors is limited. As businesses grow, these limitations often become roadblocks. Converting into a Private Limited Company provides a stronger and more recognized corporate structure with the advantages of limited liability, separate legal entity, perpetual succession, and easier access to funding.

 

A Private Limited Company can bring in multiple shareholders, raise equity capital, and attract institutional investors — opportunities that a partnership cannot provide. The conversion is governed under the Companies Act, 2013, requiring approval of all partners, preparation of incorporation documents, and filings with the Registrar of Companies (ROC).

 

At Cardiff Services, we assist businesses in seamlessly converting their Partnership Firm into a Private Limited Company by drafting necessary resolutions, preparing MOA & AOA, filing ROC forms, and updating statutory registrations — ensuring a smooth transition while maintaining compliance and business continuity.

Key Features of Partnership to Private Limited Conversion

  • Limited Liability – Shareholders’ personal assets are protected; liability is restricted to the amount invested.

  • Separate Legal Entity – The company exists independent of its owners, unlike a partnership firm.

  • Perpetual Succession – Business continues despite retirement, death, or exit of any shareholder.

  • Multiple Shareholders – Allows induction of co-founders, family members, or outside investors.

  • Better Credibility – Recognised corporate structure, improving trust with banks, vendors, and customers.

  • Access to Funding – Can raise equity capital from angel investors, venture capitalists, or financial institutions.

  • Tax Benefits – Eligible for corporate tax incentives, deductions, and exemptions under the Companies Act and Income-tax Act.

  • Scalability – Provides a strong foundation for expansion, joint ventures, and future growth.

Documents Required for Partnership to Private Limited Conversion

  1. Partnership Firm Documents

    • Partnership Deed

    • Registration Certificate of the Firm (if registered)

    • Consent/Resolution of all partners approving the conversion

  2. Identity & Address Proof of Proposed Directors/Shareholders

    • PAN Card (mandatory)

    • Aadhaar Card / Passport / Voter ID / Driving License

    • Latest utility bill or bank statement (not older than 2 months)

  3. Photographs

    • Passport-size photographs of all proposed directors

  4. Business Address Proof

    • Electricity/telephone bill of the premises

    • Rent Agreement / Lease Deed, if rented

    • No Objection Certificate (NOC) from property owner

  5. Financial & Compliance Documents

    • Latest Financial Statements of the Partnership Firm

    • Income Tax Returns (ITR) of the firm, if applicable

    • No Objection Certificate (NOC) from secured creditors (if any)

  6. Company Incorporation Documents

    • Draft Memorandum of Association (MOA)

    • Draft Articles of Association (AOA)

    • Director Identification Number (DIN) for proposed directors

    • Digital Signature Certificate (DSC) for all directors

  7. Other Declarations

    • Affidavits and consent forms of all directors

    • Statement of assets and liabilities of the firm, certified by a Chartered Accountant

Step-by-Step Procedure for Partnership to Private Limited Conversion

  1. Consent & Approval

    • Obtain written consent from all partners for conversion.

    • Pass a resolution approving the decision to convert into a Private Limited Company.

  2. Name Reservation

    • Apply for name approval of the new Private Limited Company through the MCA portal using the RUN/Spice+ service.

    • Ensure the proposed name is unique and complies with Companies Act guidelines.

  3. Preparation of Documents

    • Draft Memorandum of Association (MOA) and Articles of Association (AOA).

    • Prepare affidavits, declarations, and consent letters of all proposed directors.

    • Obtain Digital Signature Certificates (DSC) and Director Identification Numbers (DIN) for directors.

  4. Application to ROC

    • File Form URC-1 (application for conversion of partnership into company) with required attachments such as partnership deed, financial statements, and partner consents.

    • File Spice+ (INC-32) along with e-MOA (INC-33) and e-AOA (INC-34) for incorporation.

  5. ROC Scrutiny & Approval

    • ROC verifies all forms and documents.

    • On approval, issues a Certificate of Incorporation, confirming the registration of the Private Limited Company.

  6. Post-Conversion Compliance

    • Apply for PAN & TAN in the name of the new company.

    • Update GST, bank accounts, and licenses.

    • Inform vendors, clients, and authorities about the change in entity type.

    • Update all contracts, invoices, and letterheads to reflect the new company name.

Frequently Asked Questions

A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.

If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.

It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.

For a company name search in Cardiff, you may need:

  • Proposed company name

  • Business entity type (Ltd, LLP, Partnership, etc.)

  • Jurisdiction (Cardiff / UK)

  • Owner or shareholder details (if applicable)

  • Business description

A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.

Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms