Convert Proprietorship to Private Limited Company

Scale your business from Proprietorship to Pvt. Ltd Company to multiply business growth

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Conversion from Proprietorship to Private Limited Company

When starting a business, a sole proprietorship is often the preferred structure due to its minimal compliance requirements. However, as the business expands, it becomes important to limit personal liability and distribute compliance responsibilities. A practical solution is to convert the sole proprietorship into a private limited company. To do this, the promoters must enter into an agreement to transfer the business. Additionally, the Memorandum of Association (MoA) of the new private limited company must clearly state “the takeover of a Sole Proprietorship Concern” as one of its objectives.

Benefits of conversion from Sole Proprietorship to Private Limited Company

Separate Legal Existence

A private limited company is a separate legal entity, distinct from its members. This allows the business to own assets, enter into contracts, and initiate legal action in its own name. The members (shareholders/directors) are not personally liable for the company’s debts beyond the value of their shares in the company.

Limited Liability of Directors

In a private limited company, the directors’ personal assets are protected and cannot be used to settle the company’s debts. Only the capital invested and the company’s assets may be used to repay any outstanding liabilities.

Easy Transferability

In a private limited company, ownership can be transferred to an individual or another company by transferring shares, with the consent of existing shareholders. This process is relatively simple, unlike in a proprietorship where ownership transfer is not permitted.

Uninterrupted existence

A private limited company, being a separate legal entity, enjoys perpetual succession. Unlike a sole proprietorship, it remains unaffected by the death or exit of any member and continues to exist regardless of changes in ownership or management.

Documents Required for Conversion

PAN Card

PAN Card of directors and shareholders
Foreign nationals may provide passport

Address Proof

Aadhar Card and Voter ID/ Passport/ Driving License of all directors and share holders

Photograph

Latest Passport size photograph of all directors and shareholders

Business Address Proof

Latest Electricity Bill/ Telephone Bill of the registered office address

No Objection Certificate (NOC)

No Objection Certificate to be obtained from the owner of registered office

Rent Agreement

If the registered office is rented, provide the rent agreement.

Income Tax Returns Acknowledgment

Submit the latest income tax return acknowledgment of the sole proprietorship.

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Convert Proprietorship Firm into private ltd. company in 3 Easy Steps

1. Answer Quick Questions

2. Experts are Here to Help

3. Your Private Limited Company is Registered

*Subject to government processing times.

Process of conversion of proprietorship to Pvt. Ltd.

Day 1

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Explore conversion of sole proprietorship to Private Company in India

Frequently Asked Questions

A Private Limited Company requires a minimum of two members who will act as directors. While there’s no mandatory minimum capital requirement, a government fee is applicable for issuing a minimum of shares worth ₹1 lakh (Authorized Share Capital) during company registration.

A Pvt. Ltd. company would need two or more members who shall act for as directors of the said company. It is a general practice that the shareholders of the company play the role of directors. It does not require any minimum amount to be infused as capital. However, a certain fee must be paid to the Government for issuing a minimum of shares worth ₹ 1 lakh [Authorized Share Capital] during company registration. Also, there is no requirement to show proof of capital invested during the registration process.

Starting a business under the Pvt. Ltd structure is advantageous as it creates trust and credibility. Its easier to get loans, and it helps in attracting more financial institutions, suppliers and potential clients. financial institutions and individuals prefer investing in companies that are reliable and private limited companies offer such a reliability factor, as compared to a structure like a sole proprietorship or general partnership. Therefore if you are looking for expanding or trustworthiness is an important part of business its a very good option

Once a Company is incorporated, it will be active and in existence as long as the annual compliances are met regularly. In case, annual compliances are not complied with, the Company will become a Dormant Company and maybe struck off from the register after a period of time. A struck-off Company can be revived for a period of up to 20 years.

The company must hold a Board Meeting at least once in every 3 months. In addition to the Board Meetings, an Annual General Meeting (AGM) must be conducted at least once every year. Fulfillment of Annual Compliance Requirements is a must to maintain the active status of the company.
Ministry has introduced a new form “RUN” (Reserve Unique Name) for company name registration on its portal. Under “RUN”, the applicant can make application by providing 2 different names with its significance. The names should be unique and in accordance with the provisions.
All the assets and liabilities of the sole proprietary concern relating to the business are considered to be purchased by the newly formed company. This makes the sole proprietor liable to pay taxes for any capital gains calculated on such transfer. However, there is a provision under section 47(xiv) of the Income Tax Act, which lays down certain conditions for exemption from any capital gains i.e.; if they are transferred immediately before the succession, it becomes the assets and liabilities of the company.
Any person is eligible to be a shareholder while registration or afterwards. A Body Corporate such as company or LLP; and Association of Persons (AOP) such as Society or Trust can also hold shares in a company. Further, a group of persons can jointly hold the share in the company.
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Convert Proprietorship to Private Limited Company

Scale your business from Proprietorship to Pvt. Ltd Company to multiply business growth