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Convert Proprietorship to Private Limited Company

Why Convert to Private Limited Company from Proprietorship?

Why Convert to Private Limited Company from Proprietorship?

Most of the business in starting phase preferred to register as a Proprietorship firm because of its lower compliance requirements. With the growth of the business, it is advisable to take action to limit the liabilities and reduce the burden of compliance on a single person, for the same the best option is to convert the proprietorship firm to a Private Limited Company. For converting a proprietorship firm to Private Limited Company, promoters of the company must have enter to an agreement which is to be made for selling the business. The conversion from proprietorship to Private Limited Company must have clearly mentioned in the Memorandum of Association as ‘Takeover of a proprietorship firm’.

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    Benefits of Conversion from Proprietorship to Pvt. Ltd Company

    Easy Fund Raising

    Private Limited Company registration process is stringent enough to make this structure credible among others which make fundraising or borrowing from external sources easier. The organization itself provides a number of ways to raise funds in the form of private equity, ESOP, and more.Show Less

    Separate Legal Existence

    Once the Company registration in India is done, a legal entity is born in eyes of law. This separates itself from its owners and managers. The company can operate on its own name simply by opening a bank account to own assets and enter into contract with parties. This also provides right to sue third parties in case of any defaults.Show Less

    Owners’ Limited Liability

    The company’s obligation or debts of does not create a charge over the owner’s personal assets. Their liability stays limited only to the capital subscribed and unpaid by them.Show Less

    Management and Ownership Separation

    The separate ownership and management help both – the company and the management to focus on their potential works. The shareholders assign responsibility to operate and run the company without losing control in the form of voting.Show Less

    Documents Required to Convert Proprietorship to Private Limited Company

    PAN Card

    PAN Card of shareholders and Directors

    Passport

    Foreign nationals must provide a valid passport.

    Identity Proof

    Aadhaar card and Voter ID/ Passport/ Driving License of Shareholders and Directors

    Director’s Address Proof

    Latest Telephone Bill /Electricity Bill/ Bank Account Statement of Shareholders and Directors

    Photograph

    Latest Passport size photograph of Shareholders and Directors.

    Business Address Proof

    Latest Electricity Bill/ Telephone Bill of the registered office address

    NOC from owner

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

    Rent Agreement

    Rent Agreement of the registered office should be provided if any

    Notarization

    In case of NRI or Foreign National, documents of director (s) must be notarized

    Formulation of Company Name

    Build a Unique Identity

    Identification plays an important role in making a business outstand in competitive market, build a unique and distinctive name for your business hence enhance your brand’s trust and value. Consumers should identify activity of your business from the brand name so that they can relate your business with its offerings.
    Even though it meets all the above criteria, once again make sure that the brand name to be short, easy to remember and simple to pronounce or spell.

    Constitution Type

    Name of the company must end with “Private Limited” (Pvt.Ltd) as a suffix

    Convert Proprietorship Firm to Pvt. Ltd Company in 3 Easy Steps

    Step 01

    Fill up the registration form

    • Select any package suits your requirement
    • Fill up the form which will take less than 10 minutes
    • Make payment through secure payment gateway.

    Step 02

    BookMyTM is Here to Help

    • Your queries will be answered quickly and effectively
    • Provide details & upload documents required for Pvt. Ltd Company registration
    • Procurement of Digital Signatures (DSC)
    • Application for company name registration
    • Documents drafting including MOA and AOA

    Step 03

    Your Private Limited Company is incorporated.

    • Certificate of Incorporation
    • Application for PAN and TAN

    All it takes 10 to 16 working days*.
    *Subjected to Government Processing Time.

    The Process of Convert Proprietorship to Private Limited Company

    Day 1 - 2

    • Collection of Information
    • Collection of required documents (Scanned copies)
    • Review of documents and information provided
    • Application for Digital Signature (DSC)

    Day 3 - 7

    • Checking the availability of Name
    • Finalizing the name with the directors
    • Drafting MoA, AoA & Other required documents
    • Review and confirmation form directors

    Day 8 - 10

    • Name Reservation under SPICe
    • Filing company registration application
    • DIN allotment application
    • Application for PAN and TAN of company

    Day 11 - 13

    • Name reservation application under SPICe
    • Filing company registration application
    • DIN allotment application
    • Application for PAN and TAN of company

    Day 14 - 16

    • Your Private Limited Company is incorporated.
    • *Subjected to Government Processing Time

    Frequently Asked Questions

    1. What is a Director Identification Number (DIN)?

    Answer:
    A DIN is a unique identification number issued by the Ministry of Corporate Affairs (MCA) to individuals appointed as Directors of a company or Designated Partners of an LLP, used to verify their identity in official records.

    2. How do I obtain a DIN?

    Answer:
    A new DIN is allotted automatically during the registration process of a company or LLP. You can also apply separately for a DIN for a proposed Director or Designated Partner.

    3. How many shareholders and directors are required for registering a Private Limited Company in India?

    Answer:
    You must have a minimum of 2 shareholders and 2 directors to incorporate a Private Limited Company.

    4. Who can become a shareholder or director in a company?

    Answer:
    • Shareholders may be individuals, companies, or LLPs.
    • Directors must be individuals only; corporate entities cannot be directors.

    5. What is the Memorandum of Association (MOA)?

    Answer:
    The MOA is the founding charter of the company. It outlines the company's name, registered office state, objectives, authorized capital, and the initial subscribers' details (including names, addresses, occupations, and share commitments). It must be signed by the subscribers and witnessed.

    6. What is the Articles of Association (AOA)?

    Answer:
    The AOA defines the company's internal rules, governance structure, directors' powers, and members' rights. In a Private Limited Company, it typically includes restrictions on share transfer. It must also be signed by promoters and witnessed.

    7. What are authorized capital and paid-up capital?

    Answer:
    • Authorized Capital: The maximum share capital a company is permitted to issue.
    • Paid-up Capital: The actual capital received from shareholders in exchange for shares. Paid-up capital must always be less than or equal to the authorized capital.

    8. Can a private company conduct multiple business activities?

    Answer:
    Yes, provided all the activities are mentioned in the MOA and approved by the Registrar of Companies (ROC). However, unrelated activities that fall outside the scope of the company cannot be combined under the same company.

    9. Can NRIs or foreigners hold shares in a Private Limited Company?

    Answer:
    Yes—subject to Foreign Direct Investment (FDI) norms. If foreign shareholding exceeds 50%, the entity is classified as a foreign company.

    10. Is physical presence required for online company registration in India?

    Answer:
    No. All documents are submitted and digitally signed online; no in-person presence is required.

    11. What are the immediate statutory requirements after registration?

    Answer:
    Within 30 days of incorporation, the company must:
    • Open a current bank account in the company’s name,
    • Appoint a statutory auditor,
    • Deposit the declared paid-up capital, and
    • Issue and allot share certificates to subscribers.

    12. What are the annual compliance requirements?

    Answer:
    Every year, the company must:
    • Conduct one Annual General Meeting (AGM),
    • Hold at least four Board Meetings, and
    • File the audited financial statements (Form AOC‑4) and annual return (Form MGT‑7) with the ROC.
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