Business Entity Conversion

Proprietorship to Private Limited Company

As the proprietorship has almost no definition, besides that given to it by one of the many licenses you can take to get one (SSI, VAT or Service Tax registration, for example), transferring the business to a private limited company is easy. All you need to do is go ahead and start a private limited company and submit an agreement between the sole proprietor and the private limited company, declaring that all the assets are to be transferred to the latter.

Advantages of Private Limited Company

Limits Members' Liability

Businesses often need to borrow money. In structures such as General Partnership, partners are personally liable for all the debt raised. So if it cannot be repaid by the business, the partners would have to sell their personal possessions to do so. In a private limited company, only the amount invested in starting the business would be lost; the directors' personal property would be safe.

Investment-ready

Private limited companies easily accommodate equity funding as there is a clear distinction between shareholders and directors as well as limited liability. In fact, venture capitalists and private equity funds are unlikely to invest in any other structure. This is because LLPs would require them to become partners in the business, while an OPC can have only one shareholder.

Better Debt-taking Capacity

A private limited company has more options for taking on debt than LLPs. Not only are bank loans easy to obtain (relative to OPCs and LLPs), the option of issuing debentures and convertible debentures are always available to it.

Additional Information:

• Minimum Order Quantity: 1 Unit

Service Details:

A private limited company can convert itself into a one-person company (OPC) if it has a paid-up capital ofless than Rs. 50 lakh and an annual turnover of less than Rs.2 crore. An OPC also need a nominee. The procedure is time-consuming, as you cannot use the INC-29 procedure, but should be completed inside 25 working days. Our package includes everything from the filing of the forms for conversion to the alteration of your Memorandum of Association and Articles of Association.

Businesses often need to borrow money. In structures such as the Sole Proprietorship, proprietors are personally liable for all this debt. So if it cannot be repaid by the business, the proprietor would have to sell his/her car, house or jewellery to do so. In an OPC, only the amount invested in starting the business would be lost; all personal property would be safe.

If a promoter were to operate as a Sole Proprietorship, rather than an OPC, the business would come to an end on his/her death. As an OPC has a separate legal identity, it would pass on to the nominee director and, therefore, continue to exist.

An OPC can only have one director and shareholder, so annual filings are much reduced, as is work relating to share certificates and the statutory registers.

Service Details:

Partnership to LLP

A Limited Liability Partnership (LLP) can prove to be a much better business vehicle than a regular partnership. Partners aren't disadvantaged by personal liability and the LLP does away with the excessive regulations of the Indian Partnership Act, 1932. Furthermore, there are tax benefits, no audit requirements below a certain capital, no cap with regard to number of partners or capital contribution requirements.

Service Details:

Private to Public Limited Company

It's great news that you're looking to go public. The process to convert from private to public limited company is simple, but will take 30 to 35 days to complete, as there are many steps involved. First you need to alter the articles of association, then delete the word private from your name, commence the registration process and finally wait for the certificate of commencement of business. Do note, however, that some requirements and charges will depend on whether or not you already have three directors, seven members (shareholders) and a paid-up capital of Rs. 5 lakh (all are necessary for a public limited company).

Advantages of Public Limited Company

Quick Share Transfer

Shareholders of a public limited company can transfer their shares with great ease. All they need to do is file the share transfer form and hand over the share certificate to the buyer. The process of transfering your share in other business structures is hugely tedious.

Raise Capital

The big advantage of the public limited structure is that you can leverage it to raise capital from the general public through shares. This would, however, require listing on a stock exchange. All public limited companies can issue fixed deposits, debentures, convertible debentures to the general public.

Greater Credibility

Public limited companies need to disclose their audited statement of accounts, inform the regulatory bodies of any structural change and hold annual general body meetings for all shareholders. It's tedious but these compliances bring a public limited company a great deal of credibility to the organisation.