Proprietorship to Private Limited
Convert your sole proprietorship to a Private Limited Company — fresh incorporation, business transfer agreement, GST migration, PAN transfer and complete registration of the new entity.
Convert your proprietorship to a Private Limited Company
Share your business details. We incorporate the new company, transfer the business and handle all registrations.
Talk to a CS →A complete proprietorship to private limited package
Fresh Private Limited Incorporation
New private limited company incorporated with the proprietor and one other person as shareholders.
Business Transfer Agreement
Business transfer deed or slump sale agreement transferring all assets, liabilities and goodwill to the new company.
GST Migration
Old proprietorship GST cancelled and fresh GST registration obtained for the private limited company.
Bank Account Transfer
New current account opened in the company's name — old proprietorship account closed after transition.
MOA & AOA Drafting
Memorandum and Articles of Association drafted to reflect the business objects of the transferred proprietorship.
All Licences Re-obtained
Shop Act, FSSAI, trade licence and other licences re-obtained in the company name — not transferable from proprietor.
What is needed for proprietorship to private limited
Fresh Incorporation Required
There is no legal conversion mechanism — the proprietor must incorporate a new private limited company and transfer the business.
Minimum 2 Shareholders
A private limited company requires at least 2 shareholders — a family member or business associate inducted as the second shareholder.
Business Transfer Agreement
A formal agreement documenting the transfer of assets, liabilities, contracts and goodwill from proprietor to company.
Stamp Duty on Asset Transfer
Transfer of immovable property attracts stamp duty — structure the transfer to minimise stamp duty liability.
GST Registration Cannot Be Transferred
GST registration is entity-specific — the old proprietorship GST must be cancelled and a new registration obtained for the company.
No Automatic Contract Transfer
Contracts and licences of the proprietorship do not transfer automatically — novation or fresh applications required.
Unlike LLP or company conversions, there is no direct legal conversion mechanism from proprietorship to private limited company. A fresh company must be incorporated and the business transferred via a business transfer agreement. We structure the transfer to minimise stamp duty and tax implications.
Common issues with proprietorship to private limited
Simple steps, no surprises
New company incorporated
Private limited company incorporated with the proprietor and second shareholder — CoI obtained.
Business transfer agreement executed
All assets, liabilities and goodwill transferred via business transfer deed — stamp duty paid.
GST and bank migrated
Old GST cancelled, new company GST registered — new current account opened.
Licences and contracts transferred
Licences re-obtained in company name — existing contracts novated to the new company.
Other services you may need
Frequently asked questions
No. Unlike LLP or OPC conversions, the Companies Act does not provide a direct conversion mechanism from a sole proprietorship to a private limited company. The proprietor must incorporate a fresh private limited company and transfer the business through a business transfer agreement.
A business transfer agreement (or slump sale agreement) is a document that transfers all assets, liabilities, contracts, goodwill and employees of the proprietorship to the newly incorporated private limited company as a going concern — for a lump sum consideration or in exchange for shares of the company.
No. GST registration is entity-specific and cannot be transferred. The proprietorship's GST registration must be surrendered (cancelled) and a fresh GST registration must be obtained for the new private limited company.
A private limited company provides limited liability protection (personal assets of the proprietor are protected), separate legal entity status, easier access to formal credit and investment, and a more structured corporate governance framework — making it easier to scale the business.
Contracts and licences of the proprietorship do not transfer automatically to the new company. Existing contracts must be novated (re-executed with the company as a party) with the consent of the counterparty. Licences (Shop Act, FSSAI, trade licence etc.) must be freshly applied for in the company's name.
Ready to convert your proprietorship to a Private Limited Company?
We incorporate the new company, draft the business transfer agreement and handle all registration migrations.