Proprietorship to Private Limited
Proprietorship to Private Limited Company Conversion – Overview
A Proprietorship is the simplest form of business, but it lacks separate legal identity, offers no limited liability, and is less credible in the eyes of banks and investors. As the business grows, converting into a Private Limited Company becomes the natural next step. This structure gives the promoter a separate legal entity, limited liability protection, perpetual succession, and easier access to funding and expansion opportunities.
The conversion process is governed under the Companies Act, 2013 and requires incorporation of a new Private Limited Company, transfer of business assets and licenses, and approvals from the Registrar of Companies (ROC). Unlike a proprietorship, a Private Limited Company can have multiple shareholders and directors, making it suitable for scaling operations.
At Cardiff Services, we manage the complete conversion process – from drafting incorporation documents and securing ROC approvals to updating statutory registrations and transferring assets – ensuring your business transitions seamlessly from proprietorship to Private Limited Company while remaining fully compliant.
Key Features of Proprietorship to Private Limited Conversion
Separate Legal Entity – The Private Limited Company is distinct from its owners, unlike a proprietorship.
Limited Liability – Protects the promoter’s personal assets from business debts and risks.
Multiple Shareholders – Allows the induction of co-founders, family members, or investors.
Better Credibility – Widely accepted by banks, vendors, and customers, making it easier to secure loans and contracts.
Perpetual Succession – The company continues even if ownership or management changes.
Funding Opportunities – Ability to raise equity capital from investors or venture capitalists.
Tax & Compliance Benefits – Access to corporate tax benefits and structured compliance under the Companies Act, 2013.
Scalability – Provides a strong foundation for business expansion in India or abroad.
Documents Required for Proprietorship to Private Limited Conversion
Identity Proof of Directors & Shareholders – PAN Card, Aadhaar Card, Passport, Voter ID, or Driving License.
Address Proof of Directors & Shareholders – Latest utility bill or bank statement.
Photographs – Passport-size photos of all proposed directors.
Business Address Proof – Electricity/telephone bill, rent agreement, or property ownership proof with NOC from the owner.
Proof of Proprietorship – GST registration, Shop & Establishment certificate, or any other license in the proprietor’s name.
Digital Signature Certificate (DSC) of all proposed directors.
Director Identification Number (DIN) or application for DIN.
Memorandum of Association (MOA) & Articles of Association (AOA) of the proposed company.
Declaration by Directors regarding compliance with the Companies Act.
NOC from the Proprietor for transfer of business to the new company.
Financial Statements of the Proprietorship (if available).
Procedure for the Alteration of MoA & AoA
Identity Proof of Directors & Shareholders
PAN Card (mandatory)
Aadhaar Card / Passport / Voter ID / Driving License
Address Proof of Directors & Shareholders
Latest utility bill (electricity, telephone, gas) or bank statement (not older than 2 months)
Photographs
Passport-size photographs of all proposed directors
Business Address Proof
Recent electricity/telephone bill of the office premises
Rent Agreement / Lease Deed, if rented
No Objection Certificate (NOC) from the property owner
Proof of Proprietorship Business
GST registration certificate
Shops & Establishment Certificate / MSME Certificate (if available)
Any license/registration in the name of proprietorship
Digital Signature Certificates (DSC)
DSC for all proposed directors
Director Identification Number (DIN)
Existing DIN or application to obtain new DIN for proposed directors
Constitutional Documents of Company
Draft Memorandum of Association (MOA)
Draft Articles of Association (AOA)
NOC from Proprietor
Consent letter from proprietor for transfer of business, assets, and liabilities to the new company
Financial Statements of Proprietorship
Latest balance sheet, profit & loss account, and ITR (if available)
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms