Digital Signature Certificate (DSC)

Mar 27, 2024
Private Limited Company vs. Limited Liability Partnerships

A Digital Signature Certificate (DSC) is a secure digital key issued by a trusted authority, known as a Certificate Authority (CA), that is used to authenticate the identity of individuals, organizations, or devices in the digital world.

It is a digital equivalent of a handwritten signature or a stamped seal, providing assurance of the signer's identity and the integrity of the signed document or message. In general, a DSC includes details such as name, postal code, country, email address, certificate issuance date, and the name of the certifying authority.

In this blog, we'll explore the significance of DSCs, the process of applying for them in India, and their key features.

Table of Contents

Importance of a Digital Signature Certificate

The importance of a Digital Signature Certificate (DSC) lies in its ability to provide strong authentication, integrity, and proper encryptions in digital transactions and communications.

Importance of a Digital Signature Certificate in India

Here are several key reasons why DSCs are important and why you should apply for one as a founder:

1. Authentication

  • DSCs verify the identity of individuals, organizations, or devices involved in digital transactions, ensuring that the sender is who they claim to be.

2. Integrity

  • Digital signatures created using DSCs ensure the integrity of electronic documents or messages by detecting any unauthorized changes or tampering.

3. Security

  • DSCs use strong cryptographic techniques to protect sensitive information and prevent unauthorized access.

4. Legal Recognition

  • In India, many industries and regulatory frameworks require the use of DSCs for specific types of transactions or communications to comply with security and privacy regulations.

5. Government Services

  • DSCs play an important role in the company registration process irrespective of the company type. Accessing government services, filing tax returns, or participating in e-tendering processes require digital signatures for authentication and authorization.

6. Efficiency

  • DSCs streamline digital workflows by enabling secure and paperless transactions without the physical presence.

Overall, DSCs offer numerous benefits, including enhanced security, legal validity, efficiency, and cost savings, making them indispensable for digital transactions and communications

Different Classes of Digital Signature Certificates (DSCs)

Certifying authorities issue 3 types of DSCs to accommodate various needs and purposes.The type of applicant and the intended use of the Digital Signature Certificate determine the specific kind of DSC that should be sought based on the requirements.

Class 1 DSC:

  • These certificates are issued for individuals or private users and are primarily used for email communication and basic transactions.
  • Verification requirements are minimal, typically involving email validation or verification of basic personal information.

Class 2 DSC:

  • Class 2 certificates are used for both individual and organizational purposes and offer a higher level of security and trust compared to Class 1.
  • To obtain a Class 2 DSC, the applicant's identity is verified against a trusted government-issued identity document, such as a passport or driver's license.

Class 3 DSC:

  • Class 3 certificates provide the highest level of security and are typically used for online transactions involving high-value financial transactions, e-commerce, and government applications.
  • The verification process for Class 3 DSCs involves rigorous identity verification procedures, including in-person verification and submission of supporting documents.

Certifying Authorities in India

Certifying Agencies are designated by the office of the Controller of Certification Agencies (CCA) in accordance with the provisions of the IT Act, 2000. Currently, there are eight Certification Agencies authorized by the CCA to issue Digital Signature Certificates (DSCs).

Major DSC Certifying Authorities in India

Format of a Digital Signature Certificate

A DSC typically contains the following components:

1. Public Key

  • A cryptographic key that is made publicly available and used to verify digital signatures created by the corresponding private key.

2. Private Key

  • A secret key that is securely held by the owner and used to create digital signatures for documents or messages.

3. Certificate Information

  • Details about the certificate, including the issuer (Certifying Authority), the validity period, a unique identifier, the subject (owner), and the digital signature of the CA to confirm its authenticity.

4. Digital Signature

  • A unique digital signature generated using the private key of the certificate, which can be verified using the corresponding public key.

The format of a Digital Signature Certificate (DSC) can vary depending on the issuing Certificate Authority (CA) and the type and class of the certificate.

Documents required for obtaining a Digital Signature Certificate

The documents required for obtaining a Digital Signature Certificate (DSC) include:

  • Proof of Identity: Copy of any one of the following government-issued identity documents attested by a Gazetted officer:
    • Passport
    • Aadhaar Card
    • PAN Card
    • Voter ID Card
  • Proof of Address: Copy of any one of the following documents showing the applicant's residential address attested by a Gazetted officer:
    • Utility bill (electricity, water, gas, telephone)
    • Bank statement
    • Rent agreement
  • Passport Size Photograph: Recent passport-size color photograph of the applicant.
  • Self-attested Copy of PAN Card: A self-attested photocopy of the applicant's PAN Card.
  • Organization Documents (if applicable):For organizations, additional documents such as the Certificate of Incorporation, Memorandum of Association (MOA), Articles of Association (AOA), or Partnership Deed may be required.

It's important to note that the specific documents required may vary depending on the type of Digital Signature Certificate (e.g., Class 1, Class 2, Class 3), the Certification Authority (CA) issuing the certificate, and the purpose for which the certificate is being obtained.

How to apply for a Digital Signature Certificate?

Razorpay Rize simplifies this process by streamlining e-filing on the MCA portal (company registration process), and as part of the package, you can acquire 2 Digital Signature Certificates for the involved directors/partners.

Note: It's necessary to obtain a Digital Signature Certificate (DSC) of either the Class 2 or Class 3 signing certificate category issued by a licensed Certifying Authority (CA) to facilitate e-filing on the MCA Portal for company registration processes.

Alternatively, you also have the option to apply for DSCs through designated certifying agencies through the following steps.

  • Choose a Certifying Authority (CA) accredited by the Controller of Certification Agencies (CCA) under the provisions of the IT Act, 2000.
  • Determine the type and class of DSC required based on your needs and the level of security required (e.g., Class 1, Class 2, Class 3).
  • Gather the necessary documents, including proof of identity, proof of address, passport-size photograph, self-attested copy of PAN card, and any organization-related documents (if applicable).
  • Obtain and fill out the DSC application form provided by the chosen Certifying Authority. Fill in the necessary details like the Class of the DSC, validity, type, applicant name and details, residential address, etc.
  • Undergo the identity verification process as per the CA's requirements, which may involve in-person verification or online verification, depending on the type of DSC and the CA's policies.
  • Pay the prescribed fees.
  • Upon successful verification and payment, the Certifying Authority will generate a unique key pair consisting of a public key and a corresponding private key.
  • Once the key pair is generated, the Certifying Authority will issue the Digital Signature Certificate.
  • Install the DSC on the appropriate device or token as per the CA's instructions.

Validity of the Digital Signature Certificate

Digital Signature Certificates (DSCs) are commonly issued with either a one-year validity or a two-year validity period.

These certificates can be renewed upon expiry of the initial validity period. Renewal procedures typically involve submitting updated documentation and undergoing identity verification processes, similar to the initial application process.

Fees for the Digital Signature Certificate in India

If you’re registering your business with Razorpay Rize, DSCs are commonly included in the package regardless of the company type.

In the case of direct applications, the fees include various components, including the one-time cost of the medium (such as a USB token), the Digital Signature Certificate (DSC) issuance cost, the renewal cost after the validity period expires, and the support costs (if any).

The costs, as mentioned on the MCA website, are as follows-

Certifying Authority Cost of DSC with one-year validity,
excluding USB token cost & Taxes
Cost of DSC with two-year validity,
excluding USB token cost & Taxes
MTNL CA Rs. 300/- (for MTNL phone subscribers) and Rs. 450/- for others Rs. 400/- (for MTNL phone subscribers) and Rs. 600/- for others
TCS Rs. 1245 (Inclusive of 12.24% Sales Tax.) Rs. 1900/- (Inclusive of 12.24% Sales Tax)
IDBRT Rs. 750/- (Rs. 500/- towards administrative expenses and Rs. 250/- for Certificate) Rs. 1500/-
SAFESCRYPT Rs. 995/- Rs. 1650/-
NIC NIL for Government Rs. 150/- for PSU, Autonomous & Statutory Bodies NIL for Government Rs. 150/- for PSU, Autonomous & Statutory Bodies
Central Excise and Customs NA NA
e-Mudhra Rs. 899/- Rs. 1149/-

Frequently Asked Questions

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Private Limited Company
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1,499 + Govt. Fee
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  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Is there a difference between a digital signature and a DSC?

Yes, a digital signature refers to the cryptographic technique used to sign electronic documents, while a DSC is the digital certificate that contains a digital signature key pair and is used to verify the signer's identity.

What are the different types of DSCs valid during Company registration?

The different types of Digital Signature Certificates currently valid during company registration are class 2 and class 3 types.

Is a Director Identification Number (DIN) required to apply for DSC?

No, you can apply for a DSC without the DIN with supported documents as mentioned in the above sections

How can I check the validity of a DSC?

To check the validity of a Digital Signature Certificate (DSC), you can follow these steps:

  • Access the different USB token tools that are currently available.
  • Login & enter the token password when prompted.
  • Select your certificate name from the list.
  • Once selected, the certificate will open. Navigate to the ‘Details’ tab, where you will find comprehensive information about your certificate, including its validity details.

Related Posts

Certificate of Commencement of Business: A Complete Guide

Certificate of Commencement of Business: A Complete Guide

Starting a business in India involves more than just registering a company name and opening a bank account. One of the most important legal steps for companies with share capital is obtaining a Certificate of Commencement of Business, as mandated by the Companies Act, 2013.

This certificate ensures that the company has met all preliminary legal requirements and is authorised to begin operations. It also helps maintain transparency, prevent fraudulent incorporations, and validate a company’s legal status in the eyes of regulators and stakeholders.

In this blog, we’ll walk you through everything you need to know about the Certificate of Commencement of Business- including its definition, significance, legal background, eligibility, documents required, filing procedure, and the consequences of non-compliance.

Table of Contents

What is a Certificate of Commencement of Business?

The Certificate of Commencement of Business is a mandatory legal document that certain companies in India must obtain before they start their business activities. It is issued by the Registrar of Companies (ROC) under the Companies Act of 2013, and applies specifically to public and private companies limited by shares.

Beyond legal compliance, this certificate also plays a big role in establishing trust. It shows investors, banks, and stakeholders that your company has met all foundational requirements and is operating within the bounds of the law. It also helps prevent fraudulent incorporations by ensuring that companies follow due process from the start.

Significance of Commencement of Business Certificate

The Certificate of Commencement of Business serves multiple purposes:

  • Legal Authorisation: It acts as formal approval for a company to start its operations.
  • Regulatory Compliance: Ensures adherence to the provisions of the Companies Act of 2013.
  • Prevention of Fraud: Minimises the risk of shell companies or fraudulent incorporations.
  • Credibility: Enhances trust with investors, financial institutions, and stakeholders.
  • Access to Funds: Allows the company to exercise borrowing powers and raise capital legally.

Commencement of Business under Companies Act 2013 – Old Act and Procedure

Under the Companies Act, 2013, companies with share capital cannot begin operations immediately after incorporation. While companies without share capital may commence business right after receiving the Certificate of Incorporation, those with share capital must secure a Certificate of Commencement of Business as per Section 11 of the Act and Rule 24 of the Companies (Incorporation) Rules, 2014.

This requirement is applicable to all newly formed public and private companies with share capital, highlighting the importance of meeting initial capital commitments and completing registration protocols before beginning operations or seeking external financing.

Position Under Erstwhile Companies Act, 1956

Previously, the Companies Act of 1956 governed the commencement of business for companies in India. Under this law, only public companies with share capital were required to obtain a Certificate of Commencement of Business. Private companies, on the other hand, were exempt and could begin operations immediately after incorporation.

The 2013 Act introduced more stringent rules, bringing private companies with share capital under the same requirements to enhance transparency and accountability.

Certificate of Commencement of Business Under Companies Act 2013

To obtain this certificate under the current law, companies must meet two critical requirements:

  1. Declaration by a Director: The director must declare that every subscriber to the memorandum has paid for the shares they subscribed to.
  2. Registered Office Verification: The company must file verification of its registered office with the ROC.

Only after fulfilling these conditions can the company apply for the certificate and begin lawful operations.

Eligibility Criteria for Commencement of Business Certificate

The Certificate of Commencement of Business (COB) is mandatory for the following categories of companies:

  • Companies Incorporated on or after November 2, 2018: Any company registered after this date is required to obtain the COB Certificate within 180 days from the date of incorporation.
  • Companies with Share Capital: Regardless of industry or business type, all companies with share capital must apply for and secure the COB Certificate before starting operations.

Which Company is Not Required to File a Certificate of Commencement of Business?

The following categories of companies are exempt from filing for the Certificate of Commencement of Business. These include:

  • Companies Incorporated Before November 2, 2018: This exemption applies to companies that were established prior to the implementation of the Companies (Amendment) Ordinance, 2018, specifically before November 2, 2018.
  • Companies Registered After November 2, 2018, Without Share Capital: Companies that were incorporated after November 2, 2018, but do not have a share capital structure, meaning they haven’t issued any shares, are also exempt from obtaining the COB Certificate.

Documents Required to Obtain Commencement of Business Certificate in India

To apply for the Certificate of Commencement of Business, companies must submit the following documents:

  • Form INC-20A: A declaration filed by a director.
  • Board Resolution: Approving the commencement of business.
  • Proof of Capital Subscription: Evidence that all subscribers have paid their share value.
  • Registered Office Proof: Utility bill or rental agreement confirming office address.
  • Certificate of Incorporation: Issued by the ROC.

Application Process for Commencement of Business Certificate

Here’s a detailed walkthrough:

  1. Log in to the MCA Portal
    Visit the official website of the Ministry of Corporate Affairs (MCA). Log into the MCA portal using your registered credentials (User ID and Password). If you are not registered yet, you must create an account first.
  2. Navigate to the e-Filing Section
    After logging in, go to the 'MCA Services' tab and select the 'e-Filing' option. This section contains all the necessary forms and submission options for company-related filings.
  3. Download and Fill out Form INC-20A
    Locate and download Form INC-20A- the specific form used for the Declaration of Commencement of Business. Carefully fill in all the required details, such as company information, paid-up share capital details, and confirmation of compliance with registration requirements.
  4. Select the Correct Corporate Identification Number (CIN)
    Enter and double-check the Corporate Identification Number (CIN) of your company. This number uniquely identifies your company and ensures the form is linked to the right entity.
  5. Attach the Required Documents
    Upload the necessary supporting documents, which typically include:
    • The director’s declaration that the subscribers have paid all share capital
    • Proof of registered office verification (such as a utility bill, rent agreement, or ownership document)
  6. Select the Correct Corporate Identification Number (CIN)
    Enter and double-check the Corporate Identification Number (CIN) of your company. This number uniquely identifies your company and ensures the form is linked to the right entity.
  7. Submit the Form and Pay the Prescribed Fee
    Once the form and attachments are ready, submit them through the portal. Pay the applicable government fee based on your company's authorised share capital. The payment can usually be made online through various options available on the MCA portal.
  8. Receive the Service Request Number (SRN)
    After successful submission, the system will generate a Service Request Number (SRN). Save this number carefully, it will help you track the status of your application and any future correspondence regarding your Certificate of Commencement of Business.

Time Limit for Filing the Declaration of Commencement of Business

As per Section 11 of the Companies Act, 2013, the declaration must be filed within 180 days from the date of incorporation. Failure to do so can lead to:

  • Penalties for the company and its officers.
  • Potential strike-off from the ROC register

Form INC-20A

Form INC-20A is the declaration form filed to confirm the commencement of business. It must be signed by a director and certified by a professional (CA/CS/CWA). The form includes:

  • Company details
  • Paid-up capital confirmation
  • Registered office address verification

Fee For Filing Form 20A and Receiving Commencement of Business Certificate

The fee for filing Form INC-20A depends on the company's authorised share capital:

Up to ₹1,00,000 ₹200
₹1,00,001 to ₹4,99,999 ₹300
₹5,00,000 to ₹24,99,999 ₹400
₹25,00,000 to ₹99,99,999 ₹500
₹1 crore and above ₹600

Consequences of Not Filing Certificate of Commencement of Business

Failing to file Form INC-20A within the 180-day window leads to:

  • Penalty of ₹50,000 for the company.
  • ₹1,000 per day penalty for each defaulting officer, up to ₹1 lakh.
  • ROC may strike off the company’s name if it remains inactive under Section 11(3).

Conclusion

Obtaining the Certificate of Commencement of Business is a critical step that validates your company's readiness to operate in India’s regulatory landscape. For public and private companies with share capital, understanding and complying with this requirement ensures legal clarity, business credibility, and uninterrupted growth. By following the correct process, submitting the necessary documents, and meeting deadlines, companies can avoid heavy penalties and begin their entrepreneurial journey on the right foot.

Frequently Asked Questions

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Register your Business starting at just 1,499 + Govt. Fee

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Which Company Needs a Certificate of Commencement of Business?

All companies incorporated after November 2, 2018, are required to obtain a Certificate of Commencement of Business.

How to Download Certificate of Commencement of Business?

You can download the Certificate of Commencement of Business after your application (Form INC-20A) is approved.Here’s how:

  1. Login to the Ministry of Corporate Affairs (MCA) portal.
  2. Go to the MCA Services section.
  3. Click on View Public Documents.
  4. Enter your company’s CIN (Corporate Identification Number).
  5. Look for the approved Form INC-20A and download the certificate attached to the filing.

What is the Difference Between Incorporation and Commencement Certificate?

  • Certificate of Incorporation: This is issued when a company is legally created. It proves the company exists as a legal entity under the Companies Act.
  • Certificate of Commencement of Business:
    This is issued after the company fulfills specific post-incorporation requirements (like depositing the minimum share capital and verifying the registered office). It authorises the company to start business operations and borrow money.

Why is a Commencement Certificate Required?

A Commencement Certificate is important because:

  • It ensures the company has met its initial legal and financial commitments.
  • It prevents fraudulent incorporations by making sure real business intent is established.
  • It validates the company’s status with regulators, banks, investors, and other stakeholders.
  • Without it, a company cannot legally start business activities or raise funds, and risks penalties or even strike-off by the Registrar of Companies (ROC).

Mukesh Goyal

Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.

An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.

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How to Convert a Partnership Firm into an LLP in India

How to Convert a Partnership Firm into an LLP in India

As Indian businesses evolve, many traditional partnership firms are transitioning into Limited Liability Partnerships (LLPs). This shift is primarily due to LLPs offering the dual benefits of limited liability and flexible management. If you’re running a partnership firm and planning to scale or raise capital, converting into an LLP could provide a more secure and growth-friendly structure. 

This blog walks you through the key differences, reasons for conversion, and the step-by-step process involved.

Table of Contents

Partnership vs LLP

Income Range Tax Rate
Up to ₹3 lakh -
₹3 lakh – ₹6 lakh 5%
₹6 lakh – ₹9 lakh 10%
₹9 lakh – ₹12 lakh 15%
₹12 lakh – ₹15 lakh 20%
Above ₹15 lakh 30%

Why Choose LLP Instead of a Partnership Firm?

  • Limited Liability: Unlike partnership firms, LLPs protect the personal assets of partners.
  • Separate Legal Identity: An LLP can own property, sue, and be sued in its own name.
  • Ease of Ownership Transfer: Ownership and management can be easily transferred.
  • Tax Benefits: LLPs are taxed as partnerships but enjoy exemption from dividend distribution tax (DDT).
  • Investor Friendly: LLPs are seen as more credible and structured by banks and investors.
  • Perpetual Existence: Business continuity is not affected by partner exit or death.

Requirements for Converting a Partnership Firm into an LLP

  1. The partnership firm must be registered under the Indian Partnership Act, 1932.
  2. All partners must consent to the conversion.
  3. There should be no security interest (like a charge) on firm assets at the time of conversion.
  4. All partners of the firm must become partners of the LLP.
  5. Digital Signature Certificates (DSC) and Director Identification Numbers (DIN) for designated partners are mandatory.
  6. The firm must comply with all necessary clearances and approvals (if any) before the conversion.

Ready to upgrade your partnership? Start your LLP registration with expert assistance today.

How do you convert a partnership firm into an LLP?

Here’s the step-by-step process:

Step 1: Obtain DSC & DIN

At least two designated partners need DSCs, which can be applied for in the FiLLiP form.

Step 2: Name Reservation (RUN–LLP)

To reserve the name, file the “Reserve Unique Name–LLP” (RUN–LLP) form with the MCA. It should ideally be the same as the partnership firm’s name.

Step 3: File Form FiLLiP

File Form FiLLiP (Form for Incorporation of LLP) with all partner details, registered address, and capital structure. This form can also be used to apply for DIN.

Step 4: File LLP Form 17 (Conversion Form)

This is the key form for conversion. It must be filed with all supporting documents (listed below) and submitted to the MCA.

Step 5: File LLP Form 2

Submit the incorporation document and subscriber details, including the proposed LLP Agreement.

Step 6: Certificate of Incorporation

Once all forms are verified and approved, the Registrar of Companies (RoC) will issue a Certificate of Incorporation for the LLP.

Documents to be Filed

  • Copy of the partnership deed
  • Statement of assets and liabilities (certified by a CA)
  • Latest Income Tax Return acknowledgement
  • Consent letters from all partners
  • NOC from creditors, if applicable
  • Proof of registered office (rent agreement + utility bill)
  • Identity and address proof of all partners
  • Copy of resolution (if applicable)
  • LLP Agreement (after incorporation)

Registration

Registration is completed once the Certificate of Incorporation is issued by the RoC under the LLP Act, 2008. This certificate legally establishes the LLP as a distinct entity.

The firm must also:

  • Apply for PAN & TAN in the LLP’s name.
  • Update bank accounts and register under GST, Shops & Establishment, etc.
  • File Form 3 with the MCA within 30 days to register the LLP Agreement.

Post-registration:

  • The original partnership firm is deemed dissolved.
  • All assets, liabilities, obligations, and rights of the firm get transferred to the LLP.
  • All contracts and agreements entered into by the partnership firm are considered valid under the LLP.
  • Business continuity is maintained under the new structure.

Partners' Liability Before Conversion

It’s important to note:

  • Partners remain personally liable for all firm obligations and liabilities incurred before conversion.
  • The LLP is not discharged from any previous liability just because of the conversion.

  • Creditors can enforce pre-conversion obligations against the LLP or partners individually, depending on the terms.

LLP Form No. 17

LLP Form 17 is an important conversion form to be submitted during the process. It includes:

  • Declaration by partners
  • Statement of assets and liabilities
  • Consent of all partners
  • Details of all secured creditors and their NOC
  • Copy of the latest ITR
  • Copy of the partnership deed

The form must be digitally signed and submitted with a prescribed fee.

Part A: Application

  • Name and registration details of the existing firm
  • Proposed name of the LLP
  • Details of all partners (name, PAN, address)
  • Statement of consent from partners
  • Statement of financial position of the firm

Part B: Statement

  • Statement confirming that the partners will be part of the LLP
  • Declaration that all regulatory and tax obligations have been complied with
  • Acknowledgement of previous liabilities

Attachments

  • Consent letters from all partners
  • NOC from creditors
  • Copy of PAN and Aadhaar of partners
  • Copy of the partnership deed
  • Digital signatures of partners
  • Latest IT return
  • Rental agreement and utility bill for registered office
  • LLP Agreement (to be filed within 30 days of incorporation)

Frequently Asked Questions (FAQs)

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Register your Business at just 1,499 + Govt. Fee

Register your business
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Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

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  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


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  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Why should I convert my partnership firm into an LLP?

Converting into an LLP offers several benefits:

  • Limited Liability
  • Separate Legal Entity
  • Perpetual Succession
  • Increased Credibility
  • Ease of Compliance

Is it mandatory to convert a partnership firm into an LLP?

No, it is not mandatory. Conversion is voluntary and usually done when the partners want to enjoy the benefits of limited liability and a formal structure without the complexity of incorporating a company.

Do all partners need to agree to the conversion?

Yes, all existing partners must unanimously agree to the conversion. Also, only the existing partners of the firm can become partners in the LLP at the time of conversion- no new partners can be added during this process.

Is there any limit on the number of partners in an LLP?

No, there is no upper limit on the number of partners in an LLP. However, a minimum of two partners is required to form an LLP. Unlike traditional partnership firms (which are capped at 50 partners).

Do I need to obtain a new PAN for the LLP after conversion?

Yes, after conversion, the LLP becomes a separate legal entity, so you must apply for a new PAN and TAN in the name of the LLP. You’ll also need to update other registrations (like GST, Shops & Establishments, bank accounts, etc.) to reflect the new entity.

How to Convert a Proprietorship into a Private Limited Company in India

How to Convert a Proprietorship into a Private Limited Company in India

Starting as a sole proprietorship is common among freelancers, consultants, and early-stage entrepreneurs. It’s simple, cost-effective, and easy to manage. But as a business grows, so do the legal, financial, and operational complexities — and that’s when many founders consider converting their proprietorship into a Private Limited Company (Pvt Ltd).

In this blog, we break down everything you need to know about this transition — from legal formalities and document requirements to step-by-step procedures and benefits like limited liability and better access to funding.

Table of Contents

What is Proprietorship?

A sole proprietorship is the simplest form of business where a single individual owns, operates, and manages the business. It isn’t a separate legal entity, meaning the owner and the business are legally identical.

Key Characteristics:

  • Full ownership and control: The proprietor has complete control over decisions.
  • Unlimited liability: The owner is personally liable for all business debts and losses.
  • No formal registration: In many cases, registration is optional, though GST or local licenses may be required.
  • Limited access to capital: Raising funds from investors or banks is difficult due to a lack of legal status.
  • Common use cases: Freelancers, small shop owners, consultants, and home-based businesses.

What is a Private Limited Company?

A Private Limited Company is a legally registered business entity under the Companies Act, 2013. It offers a distinct legal identity and limits the liability of shareholders to the amount invested in the company.

Key Features:

Following are the key features of a private limited company:

  • Separate legal entity from its owners
  • Limited liability for all shareholders
  • Minimum 2 and maximum 200 shareholders
  • Perpetual succession – continues to exist regardless of changes in ownership
  • Preferred for scaling due to ease of raising funds, better governance, and investor confidence

Ready to convert your business? Get expert assistance with company registration and start your private limited journey today.

Difference Between Proprietor and Private Limited Company

Form Purpose Applicable To Due Date
MSME-1 Reporting outstanding payments to MSMEs > 45 days All specified companies 30.04.2025 (Oct–Mar) 31.10.2025 (Apr–Sep)
NDH-3 Half-yearly return filing for Nidhi companies Nidhi companies 30.04.2025 (Oct–Mar) 30.10.2025 (Apr–Sep)
Form-11 (LLP) Annual return of LLP with business and partner details All registered LLPs 30.05.2025
FC-4 Annual return of foreign company Foreign companies 30.05.2025
NDH-1 Return of statutory compliances Nidhi companies (as applicable) 29.06.2025
DPT-3 Reporting deposits and loans Every company 30.06.2025
PAS-6 Share Capital Audit Report Reconciliation Unlisted public companies 30.05.2025 (Mar) 29.11.2025 (Sep)
FLA Annual return to RBI for FDI/ODI holders Companies with FDI/ODI 15.07.2025
DIR-3 KYC KYC of Directors/DPs All DIN/DPIN holders as on 31.03.2025 30.09.2025
FC-3 Filing annual accounts of foreign company Foreign companies’ branches, liaison, and project offices 31.12.2025
CRA-2 Appointment of Cost Auditor Companies requiring cost audit 30 days from BM or 180 days from 01.04.2025, whichever is earlier
ADT-1 Appointment of Auditor Every company 14.10.2025 (15 days post AGM) 11.10.2025 (OPC)
AOC-4 / XBRL / CFS Filing of annual financial statements Specified companies 29.10.2025 (30 days from AGM) 27.09.2025 (OPC)
MGT-14 Filing resolutions on board report and accounts adoption Limited companies 30 days from board meeting
Demat for Pvt Cos Mandatory demat compliance under amended rules Private companies (excluding small/govt. companies) 30.06.2025
Form-8 (LLP) LLP’s Statement of Account & Solvency Every LLP 30.10.2025
MGT-7 / MGT-7A Annual return with company details MGT-7: All companies MGT-7A: Small Co. / OPC 28.11.2025
CRA-4 Filing of Cost Audit Report Companies under cost audit 30 days from receipt of cost audit report
CSR-2 Reporting on Corporate Social Responsibility contribution Companies required to comply with CSR provisions Due date generally aligns with AOC-4 filing

Law Governing the Conversion of Proprietorship into a Private Limited Company

The conversion is governed under:

  • Companies Act, 2013 – Covers the registration and compliance of private limited companies.
    Income Tax Act, 1961 – Specifically Section 47(xiv), which allows tax-neutral transfer of assets from proprietorship to company, subject to conditions.

Key Legal Points:

  • All assets and liabilities must be transferred to the company.
  • The sole proprietor must hold at least 50% of the company’s shares for 5 years.
  • The business must continue for a minimum of 5 years post-conversion.
  • No benefit should accrue to the proprietor other than share allotment.

Benefits of Conversion from Proprietorship to Private Limited Company

Converting to a private limited company offers multiple strategic advantages:

  • Limited Liability: Personal assets of owners are protected from business debts.
  • Increased Credibility: Appears more professional to clients, vendors, and investors.
  • Access to Funding: Equity funding becomes possible through share issuance.
  • Separate Legal Identity: Contracts and property can be in the company’s name.
  • Tax Benefits: Eligible for lower corporate tax rates and more deductions.
  • Ownership Transfer: Shares can be transferred, making exit or succession easier.
  • Improved Governance: Structured decision-making via the Board of Directors.

Requirements for Conversion

Here are the key requirements to convert a proprietorship into a private limited company:

  • Legal Agreement: A takeover agreement must be executed to transfer the business.
  • Memorandum of Association (MoA): Must include a clause to take over the existing business.
  • Minimum Capital: While there is no fixed capital requirement, at least ₹1 lakh is commonly shown.
  • Shareholding: The proprietor should hold at least 50% shares and voting rights post-conversion.
  • Minimum Directors: At least 2 directors (including the proprietor).
  • Asset Transfer: All tangible and intangible business assets must be transferred.

Related Read: Difference between MOA and AOA

Prerequisites for Forming a Private Limited Company

Before converting, the following conditions must be fulfilled to form a Private Limited Company:

  • Minimum 2 Directors: At least one must be a resident of India.
  • Minimum 2 Shareholders: Can be the same as directors.
  • DIN (Director Identification Number) for all directors.
  • DSC (Digital Signature Certificate) for signing incorporation documents.
  • Unique Name Approval through MCA's RUN or SPICe+ process.
  • Registered Office Address: Proof of ownership or rent agreement with utility bill.

Conditions for Converting to a Sole Proprietorship

To legally convert a sole proprietorship into a private limited company, the following conditions must be satisfied:

  1. Asset Transfer: All business assets must be transferred to the company without any monetary consideration except shares.
  2. Shareholding Requirement: The Proprietor must own ≥50% of the total share capital.
  3. No Other Benefits: No additional consideration, like cash or debt relief, is allowed.
  4. Continuity of Business: The business must continue post-conversion for at least 5 years.
  5. Valuation of Assets: Must be done by a Chartered Accountant to determine fair value.
  6. Documentation: Legal agreement (slump sale or asset transfer) must be executed.

Related Read: Difference Between Sole Proprietorship and One Person Company

Documents Required for Conversion to Private Limited Company

Here’s a checklist of documents you’ll need:

For Proprietor (Now Director/Shareholder):

For Business:

  • Ownership/Rental proof of business premises
  • Utility bill (not older than 2 months)
  • NOC from the landlord if rented
  • Statement of assets and liabilities (certified by a CA)

Procedure for Conversion of Proprietorship to Company

Follow these steps to convert your sole proprietorship into a private limited company:

Step 1: Name Reservation

Apply for the company name through RUN or SPICe+ Part A on the MCA portal.

Step 2: Get DSC

Obtain a Digital Signature Certificate (DSC) for all proposed directors.

Step 3: Draft MOA & AOA

  • Include a clause in the Memorandum of Association (MoA) to take over the existing business.
  • Prepare Articles of Association (AOA) for internal governance.

Step 4: File Incorporation via SPICe+

Submit SPICe+ forms (Part A and B) along with:

  • PAN & TAN application
  • MOA, AOA, declarations, affidavits, and other attachments.

Step 5: Execute Takeover Agreement

After the company's incorporation, a business takeover agreement must be signed between the proprietor and the company.

Step 6: Asset Transfer

Transfer all business assets and liabilities to the newly formed company.

Step 7: Post-Incorporation Tasks

  • Open a company bank account
  • Apply for GST, Shops & Establishment licenses (if required)
  • File commencement of business (INC-20A) within 180 days

Frequently Asked Questions (FAQs)

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Private Limited Company
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1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Can a proprietorship be converted to a Private Limited Company?

Yes, a proprietorship can be converted into a Private Limited Company under the Companies Act, 2013. This is typically done through a business transfer agreement (like a slump sale), followed by incorporation of a new company that takes over the assets and liabilities of the proprietorship.

Which is better: Proprietorship or Private Limited Company?

It depends on your business goals:

Form Purpose Applicable To Due Date
MSME-1 Reporting outstanding payments to MSMEs > 45 days All specified companies 30.04.2025 (Oct–Mar) 31.10.2025 (Apr–Sep)
NDH-3 Half-yearly return filing for Nidhi companies Nidhi companies 30.04.2025 (Oct–Mar) 30.10.2025 (Apr–Sep)
Form-11 (LLP) Annual return of LLP with business and partner details All registered LLPs 30.05.2025
FC-4 Annual return of foreign company Foreign companies 30.05.2025
NDH-1 Return of statutory compliances Nidhi companies (as applicable) 29.06.2025
DPT-3 Reporting deposits and loans Every company 30.06.2025
PAS-6 Share Capital Audit Report Reconciliation Unlisted public companies 30.05.2025 (Mar) 29.11.2025 (Sep)
FLA Annual return to RBI for FDI/ODI holders Companies with FDI/ODI 15.07.2025
DIR-3 KYC KYC of Directors/DPs All DIN/DPIN holders as on 31.03.2025 30.09.2025
FC-3 Filing annual accounts of foreign company Foreign companies’ branches, liaison, and project offices 31.12.2025
CRA-2 Appointment of Cost Auditor Companies requiring cost audit 30 days from BM or 180 days from 01.04.2025, whichever is earlier
ADT-1 Appointment of Auditor Every company 14.10.2025 (15 days post AGM) 11.10.2025 (OPC)
AOC-4 / XBRL / CFS Filing of annual financial statements Specified companies 29.10.2025 (30 days from AGM) 27.09.2025 (OPC)
MGT-14 Filing resolutions on board report and accounts adoption Limited companies 30 days from board meeting
Demat for Pvt Cos Mandatory demat compliance under amended rules Private companies (excluding small/govt. companies) 30.06.2025
Form-8 (LLP) LLP’s Statement of Account & Solvency Every LLP 30.10.2025
MGT-7 / MGT-7A Annual return with company details MGT-7: All companies MGT-7A: Small Co. / OPC 28.11.2025
CRA-4 Filing of Cost Audit Report Companies under cost audit 30 days from receipt of cost audit report
CSR-2 Reporting on Corporate Social Responsibility contribution Companies required to comply with CSR provisions Due date generally aligns with AOC-4 filing

- Choose proprietorship if you're running a small, low-risk business (e.g., freelancing, small shop).

- Choose a Private Limited Company if you want to scale, raise funds, or limit personal risk.

What is the tax rate for a Private Limited Company?

As of FY 2024–25 (subject to updates in the Union Budget), Iincome tax rate for Private Limited Companies (Turnover < ₹400 crore): 25% (excluding cess & surcharge).

Any other domestic company is taxed at 30%.

What is the biggest disadvantage of a sole proprietorship?

The biggest disadvantage is unlimited personal liability.
If the business incurs debt or faces a lawsuit, the proprietor’s personal assets (like home, savings, car) can be used to pay off liabilities.

Other major drawbacks:

  • Difficult to raise external funding
  • Lack of business continuity (ends with the owner’s death)
  • Limited scalability and professional image

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Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
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foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

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TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
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