Proprietorship to Private Limited Company

As a proprietorship grows, the unlimited liability and the inability to raise equity become constraints. Converting to a private limited company gives limited liability, a separate legal entity, and access to investment.

In practice the conversion means incorporating a new company and transferring the proprietorship's business and assets into it under an agreement, then migrating the registrations and contracts.

1. 01

   Incorporate the company

   Form the private limited company through SPICe+ (DSC, name approval, MOA/AOA).

2. 02

   Transfer the business

   Execute an agreement transferring the proprietorship's assets and liabilities to the company, often for shares.

3. 03

   Migrate registrations

   Transfer or re-apply for GST, licences, bank accounts, and contracts in the company's name.

4. 04

   Wind down the proprietorship

   Close the proprietorship's registrations once the transfer is complete.

PBT converts your proprietorship into a company cleanly, with the tax treatment in mind.

• Incorporation and the transfer agreement handled together
• Migration of GST, licences, bank, and contracts
• Attention to the capital-gains and stamp-duty treatment of the transfer
• A clean wind-down of the old proprietorship
• Scope, deliverables, and fees agreed in writing up front

• Is the proprietorship's GST number transferred?

  GST registration is PAN-based, so the company takes a fresh registration and the proprietorship's is surrendered. We manage the migration and any credit transfer.

• Are there tax implications on the transfer?

  The transfer of assets can attract capital gains and stamp duty unless structured to meet the conditions for exemption. We plan it to be tax-efficient.

• How long does it take?

  Incorporation takes one to two weeks; the full transfer and migration of registrations typically a few weeks more.