What is the conversion fee in Delhi?

From Rs 14,999 with Patron all-inclusive. Government fees include Rs 1,000 RUN, SPICe+ free for capital up to Rs 15 lakh, Delhi stamp duty nominal, newspaper Rs 2,000 to 5,000.

How long does conversion take?

30 to 45 working days including mandatory 21-day newspaper objection period. RoC Delhi processing 7 to 15 days.

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Q: Which RoC handles partnership to Pvt Ltd conversion in Delhi?

RoC NCT of Delhi and Haryana at IFCI Tower Nehru Place New Delhi 110019. All filings electronic through MCA portal.

Q: Is capital gains tax payable?

No if Section 47(xiii) conditions met: proportionate shareholding, 50 percent plus voting power for 5 years, no asset revaluation in 3 years. Breach triggers clawback.

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 07 April 2026 Verify Credentials →

Documents: Partnership deed, PAN, partner ID/address proof, consent of 3/4th partners, CA-certified statement of assets and liabilities

Fees Starting From: Rs 14,999 (all-inclusive with Delhi stamp duty and newspaper advertisement)

Eligibility: Registered partnership firm with 2+ partners, conversion clause in deed, all partners become shareholders

Timeline: 30-45 working days (includes 21-day newspaper objection period)

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Partnership to Pvt Ltd Conversion for Delhi Firms

📌 TL;DR - Partnership to Pvt Ltd Conversion in Delhi Services at a Glance

Partnership to private limited company conversion in Delhi transforms your existing firm into a corporate entity with limited liability, separate legal identity and the ability to raise equity capital - all without triggering capital gains tax under Section 47(xiii) of the Income Tax Act, 1961. The process is governed by Section 366 of the Companies Act, 2013, filed through Form URC-1 and SPICe+ with RoC Delhi at Nehru Place.

Parameter	Detail
Governing Law	Section 366-374, Companies Act, 2013 + Companies (Authorised to Register) Rules, 2014
Tax Treatment	Tax-neutral under Section 47(xiii), Income Tax Act, 1961 (conditions apply)
Applicable To	Registered partnership firms with 2+ partners
Timeline	30-45 working days (includes 21-day newspaper objection period)
Cost Starting From	Rs 14,999 (includes govt fees, Delhi stamp duty, newspaper ad)
Key Forms	URC-1 + SPICe+ (INC-32) + AGILE-PRO + INC-9 + URC-2 (newspaper)
Jurisdictional Office	RoC Delhi, IFCI Tower, Nehru Place, New Delhi

Delhi hosts over 15 lakh registered MSMEs and thousands of partnership firms across Connaught Place, Nehru Place and Okhla Industrial Area. As these firms grow, the limitations of unlimited partner liability, inability to issue equity shares and lack of perpetual succession become critical barriers to scaling. Delhi's stamp duty on MOA/AOA is among the lowest in the country, and the absence of state Professional Tax means one less compliance burden post-conversion.

Patron Accounting manages the complete conversion. Learn more about Partnership to Pvt Ltd Conversion across India. Related: Private Limited Company Registration and Partnership Firm Registration.

Content is reviewed quarterly for accuracy.

What is Partnership to Private Limited Company Conversion?

Partnership to private limited company conversion is the statutory process under Section 366 of the Companies Act, 2013 whereby an existing registered partnership firm registers itself as a private limited company, transferring all assets, liabilities, rights and obligations to the newly incorporated entity by operation of law.

The conversion does not create a new business - it changes the legal structure from a firm governed by the Indian Partnership Act, 1932 to a company governed by the Companies Act, 2013. For Delhi's growing trading firms in Chandni Chowk, IT consultancies in Nehru Place seeking venture capital, or manufacturing units in Okhla needing ESOPs, this conversion unlocks equity fundraising, limited liability and corporate credibility.

Under Section 47(xiii) of the Income Tax Act, 1961, no capital gains tax is triggered if all partners become shareholders in the same proportion as their capital accounts and retain at least 50% voting power for 5 years.

The RoC Delhi at IFCI Tower, Nehru Place handles all conversion filings. A mandatory newspaper advertisement (URC-2) with 21-day objection period distinguishes this from LLP conversion.

Key Terms for Partnership to Pvt Ltd Conversion in Delhi:

Section 366: Companies Act 2013 provision enabling partnership firms to register as companies.

URC-1: Application for Registration of existing entity under Section 366.

SPICe+ (INC-32): Integrated incorporation form filed with URC-1, includes AGILE-PRO for GST/EPFO/ESIC.

URC-2: Public notice format for newspaper advertisement. English + Hindi. 21-day objection period.

Section 47(xiii): Income Tax Act - tax-neutral conversion if proportionate shareholding, 50%+ for 5 years, no revaluation.

Section 47A(3): Clawback provision - capital gains triggered if S.47(xiii) conditions breached within 5 years.

Business Transformation Partnership to Pvt Ltd Delhi

Who Needs Partnership to Pvt Ltd Conversion in Delhi?

Trading Firms in Chandni Chowk and Lajpat Nagar: Cannot raise equity capital as partnership. Pvt Ltd enables angel investment, VC funding and better bank lending terms.
IT and Tech Startups in Nehru Place: Need Pvt Ltd for ESOPs, VC funding and Startup India benefits. Most investors require company registration.
Manufacturers in Okhla Industrial Area: Need limited liability and separate entity to bid for government contracts, access SIDBI funding and protect personal assets.
Professional Services in Connaught Place: Consulting firms and practices outgrowing partnership structure need corporate governance and succession planning.
Family SMEs in Rohini and Pitampura: Family businesses converting for perpetual succession - ownership transfer via shares is simpler than reconstituting partnership.

Partnership to Pvt Ltd Conversion - What Patron Handles

Service	What We Do
Pre-Conversion Compliance Audit	Review partnership deed (conversion clause check), pending ITRs, creditor consents, asset revaluation history
Partnership Deed Amendment	Draft and register supplementary deed with conversion clause at Registrar of Firms, Delhi (if not present)
DSC and DIN Procurement	Class 3 DSC and DIN for all proposed directors - handled from Patron's Delhi office at Rohini
Name Reservation (RUN)	Company name reservation with MCA ensuring compliance. Name must end with 'Private Limited'
Newspaper Advertisement (URC-2)	Publication in English + Hindi newspaper in Delhi. 21-day objection period. Patron manages ad placement and proofs.
URC-1 + SPICe+ Filing	Complete conversion application with CA-certified accounts, MOA, AOA, partner-shareholder mapping, all documents
MOA and AOA Drafting	Custom Memorandum and Articles on Delhi stamp paper - company objects, authorised capital, governance
Post-Conversion Setup	PAN/TAN (auto via SPICe+), GST migration, bank update, INC-20A, ADT-1 (auditor), first board meeting

Our Process

6-Step Partnership to Pvt Ltd Conversion for Delhi Firms

Patron manages the complete conversion - from compliance audit to post-conversion board meeting setup - in 30-45 working days.

Step 1

Pre-Conversion Groundwork

Ensure partnership is registered with Registrar of Firms, Delhi. Check deed for conversion clause - amend if absent. Obtain 3/4th partner consent. Decide shareholding proportionate to capital accounts for S.47(xiii). Clear pending ITRs. Obtain secured creditor NOCs.

Deed reviewedPartner consentCA-certified accounts

Groundwork Done01

Step 2

Obtain DSC and DIN

Class 3 DSC and DIN for all proposed directors. DIN via DIR-3 or SPICe+ (up to 3 directors free). At least 2 directors required, 1 Indian resident. Patron processes DSC within 1-2 days.

Class 3 DSCDIN obtained1-2 days

Identity Ready02

Step 3

Name Reservation + Newspaper Ad

Reserve name via RUN (Rs 1,000). Publish URC-2 in English + Hindi newspaper in Delhi. Mandatory 21-day objection period. Patron manages ad placement and collects proofs.

RUN filedEnglish + Hindi ads21-day wait

Ad Published03

Step 4

File URC-1 + SPICe+ with RoC Delhi

After 21-day period, file URC-1 and SPICe+ on MCA portal. Attach partnership deed, CA-certified accounts, ITR, NOCs, newspaper clipping, MOA/AOA. Designated partner DSC + CA/CS certification.

URC-1 + SPICe+All attachmentsCA/CS certified

Application Filed04

Step 5

Receive Certificate of Incorporation

RoC Delhi issues Certificate with CIN, PAN and TAN. Partnership firm deemed dissolved. All assets, liabilities, contracts vest automatically in new company under S.366(4). Processing: 7-15 working days.

Certificate issuedCIN + PAN + TANFirm dissolved

Company Registered05

Step 6

Post-Conversion Compliance

File INC-20A within 180 days. Appoint auditor (ADT-1) within 30 days. Update GST, bank, Delhi Shop Act licence, FSSAI, trade licence. First board meeting within 30 days. Annual: AOC-4, MGT-7, ITR.

INC-20A filedAuditor appointedLicences updated

All Complete06

Documents Required for Partnership to Pvt Ltd Conversion in Delhi

Document	Details
Registered Partnership Deed	Certified copy with conversion clause. If absent, supplementary deed needed.
PAN Card of Partnership Firm	Valid PAN for ITR verification
PAN and Aadhaar of All Partners	Identity proof - name must match across documents
Address Proof of All Partners	Voter ID, passport, DL or utility bill (not older than 2 months)
CA-Certified Statement of Assets and Liabilities	Not older than 30 days from URC-1 filing. No asset revaluation in preceding 3 years.
Latest ITR Acknowledgement	Filed ITR for most recent assessment year
Partner Consent Resolution	Written consent from 3/4th of partners (unanimous recommended)
Secured Creditor NOCs	Written no-objection from all secured creditors
Newspaper Advertisement (URC-2)	Published clipping + publisher's certificate from English + Hindi Delhi newspaper
MOA and AOA on Delhi Stamp Paper	Executed on appropriate Delhi stamp paper
Registered Office Proof	Rent agreement + NOC from landlord + utility bill

Common Challenges in Partnership to Pvt Ltd Conversion in Delhi

Challenge	Impact	How Patron Accounting Solves It
21-Day Newspaper Objection Period	Mandatory under Section 366 - adds 3-4 weeks. Cannot be shortened.	Patron handles newspaper ad with Delhi publications to ensure compliance and starts other steps in parallel.
Missing Conversion Clause in Deed	Many Delhi firms have decades-old deeds without conversion provision.	Patron drafts supplementary deed and registers with Registrar of Firms, Delhi before URC-1 filing.
Asset Revaluation Restriction	S.47(xiii) requires no revaluation in preceding 3 years for tax neutrality.	Patron's CA team reviews and advises on tax planning before initiating conversion.
RoC Delhi Processing Volumes	March-April and September-October peaks cause 10-20 day delays.	Patron pre-screens all documents and files during optimal windows.
Post-Conversion Licence Transfer	Delhi Shop Act, FSSAI, trade licences don't auto-transfer to new company.	Patron coordinates update of all licences with issuing authorities.

Partnership to Pvt Ltd Conversion Fees in Delhi 2026

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 9,999 (Exl GST and Govt. Charges)
All-Inclusive Conversion Package	From Rs 14,999 (includes govt fees, stamp duty, newspaper ad)
RUN (Name Reservation)	Rs 1,000 (Government)
SPICe+ (Incorporation)	Rs 0 (capital up to Rs 15 lakh)
URC-1 (Conversion)	As per capital slab
DSC (per director)	Rs 1,500-2,500 (included for 2)
Delhi Stamp Duty (MOA/AOA)	Nominal under Delhi Stamp Act (Included)
Newspaper Ad (2 papers)	Rs 2,000-5,000 (Included)
PAN/TAN	Free (auto via SPICe+)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Partnership to Pvt Ltd Conversion in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for Partnership to Pvt Ltd Conversion in Delhi

Stage	Estimated Timeline
Pre-conversion audit + deed amendment	3-7 working days
DSC + DIN procurement	1-3 working days
Name reservation (RUN)	2-5 working days
Newspaper advertisement + 21-day wait	25-28 days (mandatory)
URC-1 + SPICe+ filing and processing	7-15 working days
Certificate of Incorporation	1-2 days after approval
Post-conversion compliance	Ongoing (30-180 days)
Total Estimated	30-45 working days

Key Note: The 21-day newspaper objection period is mandatory under Section 366 and cannot be shortened. Patron starts DSC, DIN, name reservation and other steps in parallel to minimise total timeline.

Key Benefits

Why Choose Patron for Partnership to Pvt Ltd Conversion in Delhi

Delhi Office Presence

Patron's Delhi office at Rohini serves firms from Connaught Place to Okhla. Walk-in consultations available for partners preferring face-to-face meetings.

Delhi Track Record

Over 2,000 businesses registered and converted in Delhi NCR. Conversions for trading firms, IT consultancies and manufacturing units across all major zones.

RoC Delhi Familiarity

Regular filings with RoC Delhi at Nehru Place. Familiarity with documentation preferences and processing patterns reduces rejection risk.

End-to-End Service

Pre-conversion audit, newspaper ad, URC-1/SPICe+ filing, Certificate of Incorporation and post-conversion board meeting/auditor appointment - single window.

Trusted by 10,000+ Businesses Across India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years Experience

"Patron handled our Pvt Ltd registration end-to-end. Zero paperwork hassle for our founding team."
- Startup Founder, Delhi

4-Office Signal: Pune, Mumbai, Delhi, and Gurugram.

Partnership Firm vs Private Limited Company

Feature	Partnership Firm	Private Limited Company
Governing Law	Indian Partnership Act, 1932	Companies Act, 2013
Liability	Unlimited - personal assets at risk	Limited to shareholding
Legal Entity	Not separate	Separate legal entity
Perpetual Succession	No	Yes
Equity Fundraising	Cannot issue shares	Equity, preference shares, convertible notes
ESOPs	Not possible	Allowed under Companies Act
Annual Compliance	ITR only	AOC-4, MGT-7, ITR, board meetings, AGM
Tax Rate	30% + surcharge	25% (turnover up to Rs 400 Cr) or 22% (S.115BAA)

Related Services for Delhi Firms

Partnership to Pvt Ltd Conversion in India - National-level conversion services
Private Limited Company Registration - Fresh company incorporation
Partnership Firm Registration - Register unregistered firms before conversion
Partnership to LLP Conversion - For firms wanting limited liability without full company compliance
LLP to Pvt Ltd Conversion - For existing LLPs seeking equity fundraising
Pvt Ltd Company Compliance - Post-conversion ongoing compliance

Legal Framework for Partnership to Pvt Ltd Conversion

Governing Acts: Companies Act, 2013 (Sections 366-374) | Companies (Authorised to Register) Rules, 2014 | Indian Partnership Act, 1932 | Income Tax Act, 1961, Section 47(xiii) | Delhi Stamp Act

Section 366: Registration of existing entities as companies. All assets, liabilities, contracts vest automatically in the new company under S.366(4).

Section 47(xiii): Tax-neutral conversion if: (a) all assets/liabilities transfer, (b) all partners become shareholders in same proportion, (c) partners retain 50%+ voting power for 5 years, (d) no asset revaluation in preceding 3 years.

Section 47A(3): Clawback - capital gains triggered in year of non-compliance if S.47(xiii) conditions breached within 5 years.

Delhi-Specific: Delhi Stamp Act for MOA/AOA - nominal rates. No Professional Tax. Delhi Shops & Establishments licence must be updated.

Source: Ministry of Corporate Affairs (mca.gov.in), Companies Act 2013, Income Tax Act 1961

Frequently Asked Questions - Partnership to Pvt Ltd in Delhi

Expert answers about converting partnership firms to private limited companies in Delhi.

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Which RoC handles partnership to Pvt Ltd conversion in Delhi?

The RoC, NCT of Delhi and Haryana, at 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi - 110019 handles all conversion filings under Section 366. All filings (URC-1, SPICe+) are electronic through the MCA portal. Patron's Delhi team files regularly with this office.

What is the fee for partnership to Pvt Ltd conversion in Delhi?

From Rs 14,999 with Patron (all-inclusive). Government fees include Rs 1,000 for RUN, SPICe+ (free for capital up to Rs 15 lakh), Delhi stamp duty (nominal) and newspaper costs (Rs 2,000-5,000). Delhi's low stamp duty and zero Professional Tax make it more affordable than Maharashtra or Karnataka.

How long does partnership to Pvt Ltd conversion take in Delhi?

30-45 working days. The biggest component is the mandatory 21-day newspaper objection period under Section 366. Pre-conversion steps take 5-10 days. RoC Delhi processes URC-1 in 7-15 working days after the objection period. Patron's pre-screening minimises rejection risk.

Is capital gains tax payable on conversion?

No capital gains if S.47(xiii) conditions are met: all assets/liabilities transfer, all partners become shareholders in same proportion, partners retain 50%+ voting power for 5 years, no asset revaluation in preceding 3 years. Breach triggers clawback under S.47A(3). Patron's CA team structures all conditions correctly.

Can an unregistered firm convert to Pvt Ltd in Delhi?

Section 366 allows both registered and unregistered firms to apply. However, unregistered firms must submit additional documents proving existence. Registration with Registrar of Firms, Delhi is recommended for faster RoC approval.

What happens to existing contracts after conversion?

Under S.366(4), all contracts, employment agreements, rights and obligations automatically vest in the new company. Licences and permits (Delhi Shop Act, FSSAI, trade licence, GST) must be separately updated with issuing authorities.

What is the newspaper advertisement requirement?

Mandatory URC-2 publication in one English and one Hindi newspaper circulating in Delhi, followed by 21-day objection period. This step is unique to Section 366 conversions and cannot be skipped. Patron handles ad placement through Delhi publications.

Quick Answers

Partnership ko company mein kaise convert karein Delhi mein? URC-1 aur SPICe+ form MCA portal par file karein. Newspaper ad dena zaroori hai. RoC Delhi Nehru Place process karta hai. Patron Accounting Delhi office se poora kaam hota hai.

Minimum capital kitna chahiye? No minimum capital under Companies Act, 2013. Start with any authorised capital.

Delhi mein company registration ki stamp duty kitni hai? Delhi has nominal stamp duty on MOA and AOA - among the lowest in India.

Don't Delay Your Partnership to Pvt Ltd Conversion

Every day a Delhi partnership firm delays conversion is a day its partners remain exposed to unlimited personal liability. Investors will not invest in partnership firms. Under Section 47A(3), any violation of S.47(xiii) conditions within 5 years triggers retroactive capital gains tax.

Contact Patron's Delhi office: Call +91 945 945 6700 or WhatsApp us.

Get Expert Partnership to Pvt Ltd Conversion in Delhi

Partnership to Pvt Ltd conversion in Delhi is the most effective pathway for growing firms to gain limited liability, separate legal entity status, equity fundraising and corporate credibility. Governed by Section 366 of the Companies Act, filed through URC-1 and SPICe+ with RoC Delhi at Nehru Place, Delhi firms can complete conversion in 30-45 working days.

Patron Accounting's Delhi office at Rohini provides end-to-end CA-assisted conversion - from compliance audit and deed amendment to newspaper advertisement, URC-1/SPICe+ filing, Certificate of Incorporation and post-conversion setup. 10,000+ businesses, 15+ years, offices in Pune, Mumbai, Delhi, and Gurugram.

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Partnership to Pvt Ltd Conversion Across India

Patron provides partnership to Pvt Ltd conversion in major cities.

Delhi

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Content Created: 07 April 2026 | Last Updated: 07 April 2026 | Next Review: 07 October 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers partnership to private limited company conversion in Delhi including URC-1, SPICe+, newspaper advertisement, tax-neutral structuring and post-conversion compliance. Reviewed semi-annually.