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Swaroopa (CA)     03 August 2021

Conversion of a sole proprietorship into private limited company

Hello sir

In Case of conversion of a proprietorship into private limited the takeover agreement needs to be executed after the incorporation of the company or before? and if agreement is executed after the incorporation then how do we allot shares to the shareholders at the time of incorporation? And if we mention in our MOA "to takeover the sole proprietorshio business" then do we have to submit any additional documents with ROC related to the sole proprietorship business? And what are the stamp duty charges and other charges or tax liability that needs to be incurred as a consequence of executing the takeover agreement? also when does the sole proprietoeship business needs to surrender its existing government registrations i.e. before executing the agreement or after? Can someone please list the chronological events that need to be done in this case?

Thanks in advance

 7 Replies


Swaroopa (CA)     04 August 2021

Can anyone please reply as it is urgent.

Thank you

CS Divesh Goyal

CS Divesh Goyal (Practicing Compnay Secretary)     05 August 2021

There is no process in law for conversion of sole prop into Company.

CS Divesh Goyal

CS Divesh Goyal (Practicing Compnay Secretary)     05 August 2021

You can just take over the business of Prop into Company.

Shubham Jha

Shubham Jha   07 August 2021

You shouldto consult a cs or ca

Swaroopa (CA)     09 August 2021

Thank you divesh sir for replying.

I had another query that in this case is it possible to get a different name approved from CRC? For example if sole proprietorship business name is Agile equipments then can we apply for agile global private limited by attaching a letter and various registration certificates of the sole proprietorship business? Please reply


TUSHAR BAWEJA   10 August 2021

Yes that can be done, by submitting a proper response to CRC


Swaroopa (CA)     18 September 2021


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