Proprietorship to Private Limited

The process for conversion of a Proprietorship to a Private Limited Company is as follows:

  1. Obtain a Digital Signature Certificate (DSC) for the Director(s) of the proposed Private Limited Company.

  2. Apply for Director Identification Number (DIN) for the proposed Director(s) of the Private Limited Company.

  3. Conduct a Board Meeting of the Proprietorship and pass a resolution to initiate the process of conversion and authorize a Director or Company Secretary to make an application to the Registrar of Companies (ROC) for conversion.

  4. Obtain a new name for the Private Limited Company by filing Form INC-1 with the ROC. The name must be unique and not similar to any other existing company.

  5. Draft and file the Memorandum of Association (MoA) and Articles of Association (AoA) of the Private Limited Company with the ROC.

  6. File Form INC-7 with the ROC within 60 days of filing Form INC-1. This form includes the application for conversion along with the following documents:

    • Memorandum of Association (MoA) and Articles of Association (AoA) of the Private Limited Company.
    • List of Directors and Shareholders of the Private Limited Company
    • Declaration by the proposed Director(s) stating that they are not disqualified from being Directors under the Companies Act, 2013
    • Consent of the proposed Director(s) to act as Directors of the Private Limited Company
    • Copy of the latest audited balance sheet of the Proprietorship
    • Copy of the proprietorship registration certificate
    • Copy of PAN card and address proof of all the Directors and Shareholders of the Private Limited Company
    • Copy of utility bills or rental agreement as proof of the registered office of the Private Limited Company.
  7. Obtain approval from ROC: Upon verification of the documents and satisfaction of the Registrar of Companies, the ROC will approve the conversion and issue a Certificate of Registration.

  8. Update PAN and other registrations: After the conversion, update the Permanent Account Number (PAN) and other registrations with the respective authorities.

The list of documents required for the conversion of a Proprietorship to a Private Limited Company are as follows:

  1. Copy of Memorandum of Association (MoA) and Articles of Association (AoA) of the Private Limited Company.
  2. List of Directors and Shareholders of the Private Limited Company.
  3. Declaration by the proposed Director(s) stating that they are not disqualified from being Directors under the Companies Act, 2013.
  4. Consent of the proposed Director(s) to act as Directors of the Private Limited Company.
  5. Copy of the latest audited balance sheet of the Proprietorship.
  6. Copy of the proprietorship registration certificate.
  7. Copy of PAN card and address proof of all the Directors and Shareholders of the Private Limited Company.
  8. Copy of utility bills or rental agreement as proof of the registered office of the Private Limited Company.