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Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
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WHY CHOOSE US?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Ready to Upgrade Your Proprietorship?
Transform your sole proprietorship into a Private Limited Company. Get limited liability protection and access to equity funding
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Convert to Pvt Ltd Company
Our experts handle the complete transition from proprietorship to Private Limited.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
Sole to Pvt Ltd Conversion Package
₹5999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
New Company Name Approval
Pvt Ltd Company Incorporation
DSC for 2 Directors
DIN for 2 Directors
MOA & AOA Drafting
Certificate of Incorporation
Company PAN & TAN
Business Transfer Agreement
GST Migration Guidance
Bank Account Opening Assistance
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Sole Proprietorship to Pvt Ltd conversion is a strategic business decision made by entrepreneurs who want to scale their operations, protect personal assets, and access new funding opportunities. While a sole proprietorship is the simplest business structure, it comes with unlimited liability and limited growth potential.
Unlike other business conversions, a sole proprietorship cannot be directly "converted" to a Private Limited Company under Indian law. Instead, the process involves incorporating a new Pvt Ltd company and transferring the business (assets, liabilities, contracts, goodwill) from the proprietorship to the new company as a going concern.
This transition opens doors to venture capital funding, angel investments, and bank loans that are typically unavailable to proprietorships. The new Pvt Ltd company enjoys perpetual succession, limited liability protection, and enhanced credibility with customers, vendors, and financial institutions.
At IncorpX, we specialize in seamless proprietorship to Pvt Ltd transitions. Our expert team handles company incorporation, business transfer documentation, GST migration, and all regulatory compliances to ensure a smooth transition without disrupting your business operations.
Why Convert Proprietorship to Pvt Ltd?
A sole proprietorship, while easy to start, has significant limitations that can hinder business growth. Here's why entrepreneurs choose to upgrade to a Private Limited Company:
Key Reasons for Conversion:
Unlimited Liability Risk:
In proprietorship, your personal assets (home, savings, car) can be seized to pay business debts. Pvt Ltd offers complete protection.
Funding Limitations:
VCs and angel investors do not invest in proprietorships. Pvt Ltd is the only structure eligible for equity funding.
Credibility Issues:
Large corporate clients and government contracts often prefer dealing with registered companies.
Business Continuity:
Proprietorship ends with the owner's death. Pvt Ltd has perpetual succession ensuring business continuity.
Scalability:
Adding partners, investors, or selling part of the business is straightforward in a Pvt Ltd structure.
Did You Know?
Over 90% of funded startups in India are Private Limited Companies. If you're planning to raise funding from investors or scale your business significantly, converting to Pvt Ltd is almost always the first step recommended by investors and advisors.
Comparison: Sole Proprietorship vs Private Limited
Understanding the differences helps appreciate the benefits of conversion:
Feature
Sole Proprietorship
Private Limited Company
Legal Status
Not a separate legal entity
Separate legal entity from owners
Liability
Unlimited personal liability
Limited to share capital invested
Ownership
Single owner only
2 to 200 shareholders allowed
Perpetual Succession
Ends with owner's death
Continues regardless of ownership changes
Fundraising
Limited to personal loans
Can issue shares, raise VC/Angel funding
Taxation
Personal income tax slab rates
Corporate tax (22%-25%)
Compliance
Minimal compliance required
Annual filings, audits, board meetings
Credibility
Lower credibility with corporates
High credibility and brand value
Bank Loans
Treated as personal loan
Better terms, higher limits available
Ownership Transfer
Entire business must be sold
Easy share transfer mechanism
ESOPs
Not possible
Can issue ESOPs to employees
Suitable For
Small, local businesses
Growth-oriented, scalable businesses
What Are the Key Features of Our Conversion Service?
IncorpX provides comprehensive proprietorship to Pvt Ltd conversion services:
1. Business Assessment
We evaluate your current business structure, assets, liabilities, and recommend the best transition approach.
2. Company Incorporation
Complete Pvt Ltd company incorporation including name approval, DIN, DSC, MOA, AOA, and CoI.
3. Business Transfer
Draft business transfer agreement for transferring assets, liabilities, and goodwill as going concern.
4. Tax Planning
Guidance on tax-efficient transfer structure including capital gains and GST implications.
5. GST Migration
Assistance with GST registration for new company and migration of existing GST obligations.
6. Bank Account Setup
Support for opening current account for the new Pvt Ltd company with partner banks.
7. License Transfer
Guidance on transferring existing business licenses and registrations to the new company.
8. Vendor/Customer Intimation
Templates and guidance for informing stakeholders about the business structure change.
9. Compliance Setup
Complete guide on Pvt Ltd compliance requirements including statutory registers and filings.
10. Ongoing Support
Post-conversion support for annual compliances and ongoing company secretarial services.
Benefits of Converting to Private Limited:
Converting your proprietorship to Pvt Ltd unlocks numerous growth opportunities:
Asset Protection
Your personal assets are completely protected. Business liabilities cannot touch your home, savings, or personal property.
Equity Funding
Issue shares to investors, raise VC/Angel funding, and scale your business exponentially with external capital.
Enhanced Credibility
The "Pvt Ltd" suffix instantly builds trust with banks, large corporate clients, and government agencies.
Perpetual Existence
Your company continues to exist even if you're not there. Build a legacy that lasts beyond your lifetime.
ESOPs for Employees
Attract and retain top talent by offering Employee Stock Options - only possible in a Pvt Ltd structure.
Easy Exit Options
Transfer ownership through share sales. Exit partially or fully without disrupting business operations.
Expert guidance for seamless proprietorship to Pvt Ltd transition!
Tax Implications of Conversion:
Understanding tax implications is crucial for proper conversion planning:
Tax Aspect
Implication
Planning Tip
Capital Gains Tax
May apply on transfer of assets at market value
Structure as slump sale for tax efficiency
GST on Transfer
GST exempt if transferred as going concern
Ensure proper documentation for exemption
Stamp Duty
May apply on business transfer agreement
Varies by state, plan accordingly
Depreciation
New company claims at WDV of assets
Get proper valuation report
Loss Carry Forward
Proprietorship losses cannot be carried forward
Utilize losses before conversion
Note: Tax implications vary based on specific circumstances. Consult our tax experts for personalized advice.
Documents Required for Conversion:
The following documents are needed for proprietorship to Pvt Ltd conversion:
For Directors (Minimum 2):
PAN Card (Mandatory)
Aadhaar Card
Passport (for Foreign Directors)
Address Proof (Utility Bill/Bank Statement)
Passport Size Photographs
Email ID and Mobile Number
For Registered Office:
Rent Agreement / Ownership Proof
NOC from Landlord (if rented)
Utility Bill (not older than 2 months)
For Existing Proprietorship:
GST Registration Certificate
Latest Financial Statements
Latest ITR of Proprietorship
List of Assets and Liabilities
Shop & Establishment License (if any)
Bank Account Statements
Step-by-Step Conversion Process:
Here's how we convert your sole proprietorship to a Private Limited Company:
Step 1: Business Assessment
We analyze your current proprietorship - assets, liabilities, contracts, licenses - and plan the conversion strategy. Determine the authorized capital and shareholding pattern for the new company.
Step 2: Company Name Reservation
Apply for name approval through MCA's RUN service. You can use your existing business name (if available) with "Private Limited" suffix or choose a new name.
Step 3: DSC and DIN
Obtain Digital Signature Certificates (DSC) for proposed directors. Apply for Director Identification Numbers (DIN) if not already held.
Step 4: Company Incorporation
File SPICe+ form with MOA and AOA for company incorporation. Upon approval, receive Certificate of Incorporation, PAN, and TAN.
Step 5: Business Transfer Agreement
Execute a Business Transfer Agreement to transfer all assets, liabilities, contracts, and goodwill from proprietorship to the new Pvt Ltd company.
Step 6: GST and License Migration
Apply for new GST registration for the Pvt Ltd company. Surrender old GST and transfer/apply for new licenses as required.
Step 7: Bank Account & Compliance
Open a current account for the new company. Set up statutory registers, appoint auditor, and prepare for ongoing compliance.
Get your proprietorship converted in 10-15 days!
Why Choose IncorpX for Your Conversion?
Expert Team: Qualified CAs and CSs with conversion expertise.
Fast Processing: Complete conversion in 10-15 working days.
Have questions about converting your sole proprietorship to Private Limited Company? Here are answers to the most frequently asked questions.
These FAQs cover the process, requirements, costs, and legal implications of the conversion.
No, sole proprietorship cannot be directly converted. Instead, a new Pvt Ltd company is incorporated and the proprietorship business is transferred to it as a going concern.
The complete process typically takes 10-15 working days for company incorporation plus additional time for business transfer and GST migration.
A Private Limited Company requires minimum 2 directors and 2 shareholders. The proprietor can add a family member or trusted person as the second director/shareholder.
Yes, if the name is available, you can use your existing business name with "Private Limited" suffix. MCA name availability check is required.
You need to apply for new GST registration for the Pvt Ltd company and surrender the old proprietorship GST registration after completing the transition.
Contracts need to be novated or assigned to the new company. The Business Transfer Agreement covers this, but individual contract review is recommended.
Capital gains tax may apply on transfer of assets. However, structuring the transfer as a slump sale can provide tax benefits. GST is exempt if transferred as going concern.
Our conversion package starts at ₹5,999 (professional fees) plus government fees for company incorporation and other registrations.
You can hold majority shares (e.g., 99%) while having a nominal second shareholder. Alternatively, consider OPC if you want single ownership.
Employees are transferred to the new company. New PF and ESI registrations are required for the Pvt Ltd company, and employee records need to be migrated.
Yes, foreign nationals can be directors. However, at least one director must be an Indian resident (stayed in India for 182+ days in previous year).
There is no minimum paid-up capital requirement for Pvt Ltd companies. You can start with as low as ₹1 lakh or any amount suitable for your business.
No, goodwill is transferred to the new company through the Business Transfer Agreement. Your brand, reputation, and customer relationships continue.
Pvt Ltd companies require annual ROC filings (AOC-4, MGT-7), board meetings (minimum 4/year), statutory audit, and Director KYC (DIR-3 KYC).
Most banks require a new current account for the Pvt Ltd company. The old account can be closed after transitioning operations to the new account.
All liabilities transfer to the new company through the Business Transfer Agreement. Creditors should be informed about the structure change.
Not directly. You would need to close/wind up the company and start a new proprietorship. This is complex and not recommended.
It's a legal document that transfers all assets, liabilities, contracts, and goodwill from proprietorship to the new Pvt Ltd company as a going concern.
While not legally mandatory, professional assistance ensures proper documentation, tax planning, and compliance. IncorpX provides complete expert support.
IncorpX provides complete conversion services:
Pvt Ltd company incorporation
Business Transfer Agreement drafting
GST and license migration
Tax planning guidance
Bank account setup assistance
Post-conversion compliance support
Proprietorship to Pvt Ltd Company in various States
