Is there a statutory "conversion" provision for proprietorship to Pvt Ltd?

No — unlike LLP (LLP Act Second Schedule Part III) or partnership firm (s.366 of Companies Act), there is no statutory conversion route for sole proprietorship (which is not a separate legal entity). The route is incorporation of a fresh Pvt Ltd + Business Transfer Agreement (BTA).

What is the tax liability on transfer of assets from proprietor to Pvt Ltd?

Capital gains u/s 45 of Income-tax Act 1961 — STCG/LTCG depending on holding period (24 months for immovable property, 36 months for other capital assets). Fair market value (FMV) is considered as consideration; registered valuer's report supports FMV.

Is stamp duty payable on transfer of immovable property?

Yes — at State stamp duty rate (4–8% of market value, depending on State). TDS @ 1% u/s 194-IA also applies if value exceeds ₹50 lakh (Form 26QB).

Can the proprietorship's GST credit be transferred to the new Pvt Ltd?

No — GST credit (ITC) is entity-specific. The proprietorship's GSTIN must be surrendered within 30 days of BTA; the new Pvt Ltd must apply for a fresh GSTIN. ITC cannot be carried over.

Can the proprietorship's contracts and employees be transferred?

Yes — via contract novation (with consent of all parties) and fresh employment agreements with the Pvt Ltd. TUPE-equivalent principles are followed in practice.

What is the timeline for proprietorship to Pvt Ltd conversion?

SPICe+ incorporation typically 2–3 working days post name reservation; INC-20A within 180 days; BTA execution within 30–90 days post-incorporation; full transition (trademark/contract/employee transfers) typically 60–120 days end-to-end.

Are existing proprietorship trademarks transferable?

Yes — via Form TM-P (assignment of trademark) filed with the Trademark Registry; fee ₹9,000 per mark (e-filing) under Rule 36 of Trademark Rules 2017.

What happens to the proprietor's PAN and bank account?

The proprietor's PAN continues (since proprietorship is not a separate PAN); the proprietorship's bank account is closed and a new current account is opened in the name of the Pvt Ltd. PAN/TAN of the new Pvt Ltd is freshly issued.

Editor's pickStartup

Sole Proprietorship To Pvt Ltd Company

Apply for proprietorship to Pvt Ltd conversion with expert assistance. Understand documents required, government fees, processing time and the step-by-step process.

Statutory basis: **No direct statutory conversion route exists** — unlike LLP (under LLP Second Schedule Part III) or partnership firm (under s.366 of Companies Act 2013), there is no provision in any Indian statute to "convert" a sole proprietorship (which is not a separate legal entity distinct from the proprietor) into a company. The route is **incorporation of a fresh Pvt Ltd under Companies Act 2013** (s.3, s.7) followed by **transfer of business undertaking** as a going concern via: (a) Business Transfer Agreement (BTA) under Indian Contract Act 1872 + Transfer of Property Act 1882 (for movable/immovable property).

Turnaround

7–14 Working Days

₹

Starts from

₹8,899

Money-back accuracy

Guaranteed

Total starting from

₹8,899

Professional + estimated government fee

Professional fee₹6,899 starts with

Government fee (est.)₹2,000

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal.

Eligibility & thresholds

Minimum

2 subscribers to MoA (1 for OPC)
2 directors (1 resident Indian)
₹1 lakh authorised capital (practical)

Maximum

200 members (Section 2(68))
15 directors (extendable by SR)
No maximum on authorised capital

Statutory floor

No statutory minimum capital
SPICe+ fee waiver: capital ≤ ₹15 lakh
Above ₹15L — Table of Fees applies

What's included

Everything in one transparent fee — no add-ons, no surprises.

Document preparation

We draft MoA, AoA, DIR-2, INC-9 and AGILE-PRO-S linked forms.

Government filing

SPICe+ Part A (name) + Part B (incorporation) on MCA V3 portal.

DIN + DSC + PAN + TAN

Auto-allotted via SPICe+. PAN/TAN issued by Income-tax.

GST + EPF + ESIC setup

Optional opt-in via AGILE-PRO-S for simultaneous registrations.

Specialist CA/CS review

An ICSI-qualified CS reviews every filing before submission.

Post-incorporation filing

INC-20A (commencement) filed within 180 days — penalty-free.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Name reservation (SPICe+ Part A)	₹1,000	Non-refundable — valid 20 daysMCA
Filing fee (SPICe+ Part B)	Nil	Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA
Stamp duty — MoA + AoA (Delhi)	₹2,100	MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState
DIN allotment (≤3 directors)	Nil	₹1,000 per DIN beyond the first 3MCA
PAN / TAN / EPFO / ESIC / GSTIN	Nil	Auto-allotted through AGILE-PRO-SMultiple
Total Government Fee	₹2,000	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›**PAN and Aadhaar of proprietor** (for subscriber to MoA + Director); — **PAN and Aadhaar of proprietor** (for subscriber to MoA + Director);
›**Address proof** of registered office (electricity bill / bank statement — not older than 2 months) — **Address proof** of registered office (electricity bill / bank statement — not older than 2 months);
›**NOC from owner of premises** if rented; — **NOC from owner of premises** if rented;
›**Photograph and ID of all subscribers** (minimum 2 — s.3(1) — **Photograph and ID of all subscribers** (minimum 2 — s.3(1)
›Pvt Ltd); — Pvt Ltd);
›**DSC of subscribers** (Class-2 or Class-3); — **DSC of subscribers** (Class-2 or Class-3);
›**Business Transfer Agreement (BTA)** between proprietor (transferor) and new Pvt Ltd (transferee) — — **Business Transfer Agreement (BTA)** between proprietor (transferor) and new Pvt Ltd (transferee) — for transfer of business undertaking;
›**List of assets being transferred** — movable, immovable, intangible (trademarks, goodwill, IP), co — **List of assets being transferred** — movable, immovable, intangible (trademarks, goodwill, IP), contracts, employees;
›**Valuation report** — by registered valuer under s.247 (for tax-purpose valuation of shares / asset — **Valuation report** — by registered valuer under s.247 (for tax-purpose valuation of shares / assets);
›**Consent of creditors** — where proprietorship has bank loans; — **Consent of creditors** — where proprietorship has bank loans;
›**Audited financials of proprietorship** (P&L + Balance Sheet) for preceding 3 years — for valuation — **Audited financials of proprietorship** (P&L + Balance Sheet) for preceding 3 years — for valuation and tax computation.

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **I-Pro / Proprietor**
**I-Pro / Proprietor**: Convene (sole decision of proprietor) — decision to incorporate Pvt Ltd; identify co-subscriber (minimum 2 members — typically spouse/family member/investor) and second director.
2
I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Obtain **DINs** for two proposed directors (Form DIR-3 if not already held); obtain **DSCs** for subscribers (Class-2 or Class-3 e-Mudhra/Sify/n-Code).
3
I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: File **Form RUN** on MCA V3 — reserve name for proposed Pvt Ltd (max 2 names — ₹1,000); name reservation valid 20 days.
4
I-Pro⏱ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Prepare **MoA and AoA** (INC-33 e-MoA + INC-34 e-AoA) — define objects clause matching proprietorship's business; subscribers clause (proprietor + co-subscriber); share capital clause (matching agreed investment).
5
I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: File **Form SPICe+ (INC-32)** + INC-33 + INC-34 on MCA V3 — affix DSC; pay ROC fees per Annexure I; obtain Certificate of Incorporation (INC-11) with new CIN.
6
I-Pro⏱ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: File **Form INC-20A** within 180 days of incorporation — declare commencement of business — proof of subscribers' capital deposited in bank account (s.10A).
7
I-Pro⏱ 1 - 3 Days
Step 7: **I-Pro / Proprietor**
**I-Pro / Proprietor**: Execute **Business Transfer Agreement (BTA)** between proprietor (transferor) and Pvt Ltd (transferee) — covering transfer of all assets, contracts, employees, IP — at fair value (valued by registered valuer under s.247).
8
I-Pro⏱ 1 - 3 Days
Step 8: **I-Pro**
**I-Pro**: Transfer immovable property via registered Sale Deed — pay State stamp duty (4–8% of market value); pay TDS u/s 194-IA @ 1% on value > ₹50 lakh (Form 26QB).
9
I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Apply for **fresh GST registration** for Pvt Ltd (Form GST REG-01); surrender proprietorship's GSTIN (Form GST REG-16) within 30 days; new GSTIN retained (ITC cannot be transferred).
10
Regulator⏱ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: File **Form TM-P** for trademark assignment — where proprietorship owns registered trademarks; transfer employees via fresh employment agreements; transfer domain names; close proprietorship's bank account.

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
Statutory IP Renewal (Form TM-R / Patent Form 12) Penalty: Surcharge fee; removal of mark from official Register	`10 Years`	Every 10 years prior to certificate expiration date
Response to Examination Report / Objection Penalty: Application deemed abandoned without oral hearing	`Event-based`	Formal legal reply within 30 days of examiner report issuance
Continuous Commercial Use & Evidence Maintenance Penalty: Vulnerability to cancellation / rectification for non-use (Section 47)	`Continuous`	Retain continuous invoices, packaging, and digital promotional records
Proper Statutory Registered Symbol Usage Penalty: Imprisonment up to 3 years and criminal prosecution under Section 107	`Continuous`	Use (R) symbol strictly after registration grant certificate issue

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
Statutory IP Renewal (Form TM-R / Patent Form 12)	10 Years	Surcharge fee; removal of mark from official Register
Response to Examination Report / Objection	Event-based	Application deemed abandoned without oral hearing
Continuous Commercial Use & Evidence Maintenance	Continuous	Vulnerability to cancellation / rectification for non-use (Section 47)
Proper Statutory Registered Symbol Usage	Continuous	Imprisonment up to 3 years and criminal prosecution under Section 107

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Proposing a company name identical or phonetically similar to an existing trademark
Why: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5–7 days delay.
Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
2
Submitting utility bills older than 2 months for the registered office address
Why: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.
Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
3
Missing the 180-day deadline to file INC-20A (Commencement of Business)
Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.
Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.

Frequently asked questions

Everything you need to know about this service.

Client feedback

What clients say

Real reviews from founders, finance leads and operators who used our Sole Proprietorship To Pvt Ltd Company service.

No reviews yet

Be the first to share your experience with Sole Proprietorship To Pvt Ltd Company.

Recommended Bundles

Instead of buying these services separately, get them together as a package.

Premium

Founders Premium Pack

Registration + TM + SHA + Startup India + ISO 9001 + Patent — everything a serious founder needs.

Individual Total₹57,294

Bundle Price₹48,236

You save ₹9,059 (20%)

What's included

Get Started →

Growth

Company Compliance Growth Pack

Registration + GST + Annual compliance + ROC filings + Trademark — first-year full coverage.

Individual Total₹44,315

Bundle Price₹38,421

You save ₹5,895 (15%)

What's included

Get Started →

Starter

Startup Essentials Pack

Pvt Ltd + MSME + Startup India + DSC — everything a new founder needs to incorporate.

Individual Total₹14,796

Bundle Price₹13,667

You save ₹1,130 (10%)

What's included

Get Started →

All Services More in Startup