Convert Sole Proprietorship to Private Limited Company in India

A Proprietorship Company, famously known as a Sole Proprietorship company, is a type of business that a single person owns. Here, there is no legal distinction between the owner of the business and the business. The owner is in direct control of all aspects related to the business, is accountable for its functioning, and wholly owns its profits or losses.

A private limited company, famously known as LTD, is a privately held company. In a Private Limited Company, the business limits owner liability to its shares and limits the number of shareholders to 50. It also restricts shareholders from trading shares publicly.

Advantages of converting to a Private Limited Company

Liability limited to shares

Financial risks are a part of the business but to be able to minimize them and sustain the business progress is imperative. For example, in an LTD, if the company were to be closed for any reason, the shareholders would not risk losing their personal assets.

No Takeover risks

The risk of takeovers is minimized when two shareholders trade shares, as the selling and buying of shares, are possible only when both parties have given their consent.

Perpetual Existence

Private limited companies are incorporated. Hence it continues to exist even if the owner dies.

Raising Capital

The capital or options of raising business investment is not restricted to one person, which is the case in a Sole Proprietorship.

Tax Exemptions

Private limited companies pay corporate tax on their profits. However, dividends that the shareholders receive are not taxed. Instead, taxes are determined as per their income tax rate.

Large Enterprise

Sole proprietorship has difficulty reaching large-scale business standards, which is not the case in LTD. However, private limited companies can attract high-caliber employees that greatly help the company's growth.

Ease of Management

The burden of the operations and running of the business falls on one person in a Sole Proprietorship. Whereas, in LTD, the company is much easier to manage.

Eligibility criteria to convert a Sole Proprietorship to a Private Limited Company in India

Before you convert your Sole Proprietorship into a Private Limited Company, you must ensure to fit the following criteria:

• A Private Limited Company can't be headed alone. Thus, you'd need to appoint another director.
• You will need at least two shareholders.
• You should have the consent of everyone you once held debt to as a Sole Proprietorship.
• You must have up-to-date financial documents pertaining to your Sole Proprietorship.

Documents required for converting a Sole Proprietorship to a Private Limited Company in India

How to convert a Sole proprietorship to a Pvt Ltd company?

While filing an application for proprietor conversion to a Private Limited Company, the following documents must be attached with it:

• A written agreement between the sole proprietorship and private limited company must be formed and sent to the Registrar of Companies
• Digital Signature Certificate (DSC) of all directors
• Director Identification Number (DIN) of all directors
• Altered Memorandum and Articles of Association (MOA/AOA)
• Form 32 – This form is to be filed whenever there is a change or update in a Board of directors.
• Form 18 – This contains the notice of the situation of the registered office of the proposed company.
• Form 1 – This form is to be filed to validate the name availability of the newly formed company.
• Letter of authority or Power of Attorney (POA)

Process for converting Sole Proprietorship to Private Limited Company in India

Procedure for conversion of a Sole Proprietorship into a Private Limited Company

The process to convert a Sole proprietorship to a Pvt Ltd company is as follows:

• Complete your slump sale formalities as a sole proprietor.
• Appoint another director to head your upcoming private limited company.
• Appoint the DIN and DSC for the said director and yourself
• File the application to reserve the name of your private limited company using the RUN form.
• Draft Memorandum of Association to specify the object of your company and Articles of Association to specify the code of conduct your company promises to live by.
• File the application for company incorporation.
• Obtain the Certificate of Incorporation.
• Get the PAN and TAN of your newly formed private limited company.
• Make modifications to your bank details as per your new business entity.

Our Assistance in converting your Sole Proprietorship to a Private Limited Company

We at Registrationwala provide end-to-end solutions for conversion from a Sole Proprietorship to a Private Limited Company. Our services include:

• DIN, DSC & Name Approval
• Submission of Form
• Reviewing the application and making changes if needed
• Obtaining the Certificate of Incorporation
• Assisting you in obtaining PAN and TAN,
• Further Assistance with maintaining your books

Registrationwala.com is a leading legal consultancy firm providing comprehensive services relating to Sole Proprietorship to Private Limited Company conversion.

So, take your first steps towards this conversion and reach out to us.

Frequently Asked Questions- FAQs About Sole Proprietorship to Private Limited Company

Q1. What is a Sole Proprietorship?

A. A Proprietorship Company, famously known as a Sole Proprietorship company, is a type of business that a single person owns.

Q2. What are the features of a Sole Proprietorship?

A. In a sole proprietorship, there is no legal distinction between the owner of the business and the business. Therefore, the owner is in direct control of all aspects related to the business, is accountable for its functioning, and wholly owns its profits or losses.

Q3. What do you understand by a Private Limited Company?

A. A private limited company, famously known as LTD, is a privately held company. In a Private Limited Company, the business limits owner liability to its shares and limits the number of shareholders to 50. It also restricts shareholders from trading shares publicly.

Q4. What are the advantages of converting to a Private Limited Company?

A5. Advantages of converting to a Private Limited Company are:

• Liability of shareholders limited to their shares
• No Takeover risks involved
• Perpetual Existence
• Raising capital is easy
• Tax Exemptions
• Can cater to a large enterprise
• Ease of Management

Q6. Can I convert Sole Proprietorship to a Private Limited Company?

A. Yes. You can connect with the Registrationwala.

Q7. What pre-conditions must be observed by a proprietor looking to convert to a Private limited company?

A. Before you convert your Sole Proprietorship into a Private Limited Company, you must ensure to fit the following criteria:

• At least two directors required
• At least two shareholders required
• Consent of everyone proprietor once held debt to
• Up-to-date financial documents

Q8. What documents are required for converting a Sole Proprietorship to a Private Limited Company?

A. How to convert a Sole proprietorship to a Pvt Ltd company? While filing an application for proprietor conversion to a Private Limited Company, the following documents must be attached with it:

• A written agreement of conversion
• Digital Signature Certificate (DSC) of all directors
• Director Identification Number (DIN) of all directors
• Altered Memorandum and Articles of Association (MOA/AOA)
• Form 32 – For change in a Board of Directors
• Form 18 – Notice of the situation of the registered office
• Form 1 – Validate the name availability
• Power of Attorney (POA)

Q9. How to convert Sole Proprietorship into a Private Limited Company?

A. The process to convert a Sole proprietorship to a Pvt Ltd company is as follows:

• Completion of slump sale formalities
• Appoint another director(s)
• Appoint the DIN and DSC for the directors
• Reserve the name using the RUN app
• Draft Memorandum of Association and Articles of Association
• File for company incorporation
• Obtain the Certificate of Incorporation
• Get the PAN and TAN of your newly formed company
• Make modifications to your bank details

Q10. How can Registrationwala help you in changing your Sole Proprietorship to a Private Limited Company?

A. We at Registrationwala provide end-to-end solutions for conversion from a Sole Proprietorship to a Private Limited Company. Our services include:

• DIN, DSC & Name Approval
• Submission of Form
• Reviewing the application and making changes if needed
• Obtaining the Certificate of Incorporation
• Assisting you in obtaining PAN and TAN,
• Further Assistance with maintaining your books