Company · Birth
We run a partnership — can we convert it into a private limited company?
The short answer
A partnership can become a private limited company under Chapter XXI of the Companies Act 2013 — Section 366 lets a firm register as a company without winding up. You need consent from a majority of partners, a public notice in newspapers, and URC-1 filed alongside a fresh SPICe+ incorporation (INC-32 with INC-33 and INC-34). The partnership's assets and liabilities transfer to the new company once registration is complete.
What gets filed with MCA
One-time filing at the time of incorporation. No recurring deadline.
Section 7, Companies Act 2013; Companies (Incorporation) Rules 2014
Filed simultaneously with INC-32 at incorporation. One-time.
Section 4, Companies Act 2013
Filed simultaneously with INC-32 at incorporation. One-time.
Section 5, Companies Act 2013
Application by a firm/LLP to register as a company under Chapter XXI
Section 366, Companies Act 2013 read with Companies (Authorised to Register) Rules, 2014
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Consent of majority partners and public notice ahead of registration
Section 366, Companies Act 2013
The sequence
- 1Obtain consent from a majority of partners to convert under Section 366
- 2Publish the required public notice in newspapers ahead of registration
- 3File URC-1 — the application by a firm to register as a company under Chapter XXI
- 4File INC-32 (SPICe+) with INC-33 and INC-34 for the new company incorporation
- 5Complete registration and transfer the partnership's business to the newly incorporated company
Do it with us — or check it yourself first
Questions founders actually ask
Do we need to dissolve the partnership first?
No. Section 366 allows a firm to register as a company under Chapter XXI without winding up. The partnership's business, assets, and liabilities transfer to the newly registered company.
What consent and notices are required?
You need consent from a majority of partners and a public notice published in newspapers ahead of registration, as required under Section 366 and the Companies (Authorised to Register) Rules 2014.
Which forms are filed with the ROC?
URC-1 is the application under Section 366 for a firm to register as a company. It is filed alongside INC-32 (SPICe+), INC-33 (Memorandum), and INC-34 (Articles) at the time of incorporation.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.