Merging sole proprietorship with existing private limited company

Execute a Takeover agreement. The following to be complied,

1. Shareholding of proprietor to be atleast 50% for 5 years from acquisition.

2. No additional benefit to be received except for share consideration.

3. Alter MOA and add "To takeover M/s. _____ as a going concern...." in Main objects clause.

4. All assets and liabilities of the proprietor to be taken over except loans.

 

If you follow the above, Capital gains won't be attracted.

There is no Formal M&A For the sole proprietorship company as per companies act ,so you can consider it to be sold at lump sum consideration ,by putting proposal before the board of company ,since you as a director and sole proprietorship not considered seperate legal entity ,it's like sale by director itself to the company and if such acquisition is commerical viable to company and txn is in ordinary course of business then with board approval it can be done ,and with proper valuation shares may be issued for consideration other then cash ,now from taxation point of view ,I assume for immoveable property capital gain tax shall be applicable....