Convert Proprietorship to Pvt Ltd in India
Build a company investors trust

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

1. Statutory Anchor — Section 366 / Chapter XXI Part I: Conversion of a proprietorship to a Private Limited Company is undertaken under Part I of Chapter XXI (Sections 366 – 374) of the Companies Act, 2013 read with the Companies (Authorised to Register) Rules, 2014, by filing Form URC-1 (Application for Registration as a Company) on the MCA portal — with Form URC-2 (Notice / Advertisement to the public) published in two newspapers (one English + one vernacular language of the State) at least 21 days before filing URC-1. On approval, the Registrar issues a fresh Certificate of Incorporation under Section 367 — the entity now legally exists as a Pvt Ltd under the Companies Act, 2013.
2. Minimum 2 Directors + 2 Shareholders: Unlike OPC, a Private Limited Company requires minimum 2 Directors and minimum 2 Shareholders (Section 149 + Section 2(68) Companies Act, 2013). At conversion, the proprietor brings in a second Director / Shareholder (commonly spouse, family member, business partner, or co-founder). Both directors need DSC (Class 3) + DIN (auto-applied via SPICe+). The 2nd shareholder's shareholding can be nominal (e.g., 1%) to keep founder economic control intact.
3. URC-2 Newspaper Advertisement Mandatory: Form URC-2 must be published in two newspapers — one in English and one in the principal vernacular language of the State / Union Territory where the proprietorship is situated, at least 21 days before filing URC-1. The advertisement invites objections from creditors / members / public. Objections received during the 21-day window must be addressed before URC-1 filing. Advertisement costs vary by State + newspaper circulation (typically ₹4,500 – ₹18,000 total) and are pass-through at actuals.
4. URC-1 Documentation Pack: Form URC-1 application must be filed with: (a) list of members / partners with addresses + occupations + shareholding, (b) list of creditors with claims and consents / no-objection, (c) audited statement of accounts of the proprietorship (not older than 30 days from URC-1 filing), (d) declaration of solvency by the proprietor, (e) consents of all members / creditors for conversion, (f) URC-2 newspaper cuttings + objection-handling note, (g) affidavit confirming compliance with Section 366 + Rules, (h) proposed MOA + AOA, (i) Form INC-9 (Declaration by directors + subscribers). We curate the entire pack as part of all plans.
5. Plan Scope — Migration Coverage: Elemental covers only the conversion (URC-1 + URC-2 + SPICe+ Part B + CoI). Enriched adds GST migration (cancellation + fresh GSTIN) + corporate bank account opening + Udyam + MSME + INC-20A (COB) + Share Certificate. Supreme adds statutory filings (ITR + AOC-4 + MGT-7A + ADT-1) + proprietorship winding-up. Supreme Plus adds documents preparation for conducting the 1st AGM + filing all relevant forms to the ROC for the 1st FY + asset transfer agreement + license amendments (Shop & Estd / Trade License) + Trademark Assignment (TM-P).
6. Government Fees + Stamp Duty + Out-of-Pocket: MCA filing fee = ₹0 for authorised capital up to ₹15 lakh (per current SPICe+ tariff). URC-1 filing fee per MCA tariff (typically ₹200 – ₹600). Stamp duty on MOA + AOA varies by State (₹500 – ₹12,600). URC-2 newspaper advertisement charges (₹4,500 – ₹18,000 typical). DSC issuance = ₹1,999 per DSC (vendor charges). Affidavit + notarisation = ₹500 – ₹1,500. All government fees + stamp duty + DSC + newspaper charges are billed at actuals on top of our professional fee.
7. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
8. Asset / Liability Transfer (Supreme Plus): Movable + fixed assets of the proprietorship are transferred to the Pvt Ltd by way of an Asset Transfer Agreement (drafted by us in Supreme Plus). Stamp duty on the Asset Transfer Agreement is payable in the State of execution. Section 47(xiv) of the Income-tax Act provides capital-gains exemption subject to conditions (Supreme Plus includes the structuring note).
9. Refund Policy: Full refund of professional fee (less ₹1,499 documentation handling) is available if SPICe+ Part B + URC-1 application is not submitted within 15 working days from receipt of all required documents + URC-2 publication clearance + DSC + government fees. Government fees, stamp duty and DSC charges which are already incurred are non-refundable.
10. Out-of-Scope Items: Income-tax restructuring (full advisory separately quoted), transfer pricing review, customs / EXIM portfolio migration, ESOP / Sweat-equity plan drafting, shareholders' agreement, bank-loan restructuring, prior-year ITR re-filing, complex creditor objections requiring litigation, RD approval applications for objections-not-resolved cases, and litigation involving the proprietorship's pending dues are NOT included in the base plans.