How to Convert a One Person Company (OPC) to LLP in India (2025 Guide)

Jul 30, 2025
Private Limited Company vs. Limited Liability Partnerships

As India's entrepreneurial ecosystem evolves, founders now have access to a range of legal business structures tailored to different growth stages and ownership goals. From sole proprietorships and partnerships to private limited companies and, more recently, One Person Companies (OPCs) and Limited Liability Partnerships (LLPs) are among the most popular. 

While a One-Person Company (OPC) is ideal for solo entrepreneurs starting small, many founders later seek more flexibility, lower compliance, and shared ownership, making a Limited Liability Partnership (LLP) an attractive alternative.

If you’re planning to scale or bring in partners, converting your OPC to an LLP could be the right move. This blog walks you through the concept, legal framework, and procedure for converting an OPC to an LLP in India.

Table of Contents

Limited Liability Partnership (LLP)

An LLP is a hybrid business structure that combines the benefits of a company (limited liability) with the flexibility of a partnership. Some key features include:

  • Minimum two partners required
  • Liability of partners is limited to their contribution
  • No minimum capital requirement
  • Fewer compliance requirements than a company
  • Separate legal identity from its partners

One Person Company (OPC)

Introduced under the Companies Act, 2013, an OPC allows a single individual to operate a corporate entity. It offers:

  • Limited liability
  • Separate legal identity
  • Easier fundraising compared to a sole proprietorship
  • Greater credibility in business dealings

However, OPCs face limitations like:

  • Restrictions on fundraising
  • Mandatory conversion if turnover exceeds ₹2 crore or capital exceeds ₹50 lakh
  • Cannot have more than one member

Conversion of OPC to LLP

OPC conversion to LLP is governed by the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. While direct provisions for OPC-to-LLP conversion are not explicitly provided, companies (including OPCs) can be converted into LLPs under Section 366 of the Companies Act and the Second Schedule of the LLP Act.

Understanding the Legal Provisions for Conversion of OPC to LLP

The legal path for converting an OPC to an LLP involves:

  • Section 366 of the Companies Act, 2013 (deals with companies being converted into LLPs)
  • Second Schedule of the LLP Act, 2008 (provides the procedure for such conversions)
  • Form FiLLiP and Form 18 under the LLP Rules, 2009

Note: Prior approval from the Registrar of Companies (ROC) is mandatory.

Related Read: ROC Compliance Calendar for 2025–2026

Eligibility Conditions and Compliance Steps for Conversion

To be eligible for conversion:

  • Before conversion, the OPC must have at least two shareholders (LLPs require a minimum of two partners).
  • No active defaults in filing annual returns, income tax, or other statutory dues.
  • All secured creditors (if any) must give their consent.
  • The company should not have applied for winding up or struck-off status.

Compliance steps include:

  1. Holding a Board Meeting and passing a resolution for conversion
  2. Increasing the number of members/directors to meet LLP requirements
  3. Obtaining name approval through RUN–LLP or FiLLiP form
  4. Filing Form FiLLiP and Form 18 with ROC
  5. Executing an LLP Agreement within 30 days of incorporation

Looking to switch from OPC to LLP? Get professional help for a smooth and compliant business conversion with Razorpay Rize's LLP Registration Service.

Documents Furnished along with Form 18

Form 18 is the declaration for conversion and must be supported with:

  • Board resolution for conversion
  • Consent of all shareholders
  • Statement of assets and liabilities certified by a CA
  • List of creditors and their consent
  • Latest income tax return acknowledgement
  • Copy of PAN card and Aadhaar of all proposed partners
  • Address proof of the registered office of the LLP
  • NOC from the property owner (if rented office)

Procedure for Conversion of OPC to LLP

Here’s a step-by-step breakdown:

  1. Board Resolution: Approve the conversion plan and authorise directors to file the necessary forms.

  2. Increase Number of Members: Since an LLP requires at least two partners, the OPC must first induct another shareholder.

  3. DIN & DSC: Ensure all partners have a Director Identification Number (DIN) and Digital Signature Certificate (DSC).

  4. Name Approval: Apply for name reservation using RUN–LLP or through FiLLiP.

  5. Form FiLLiP Filing: File FiLLiP with ROC for incorporating the LLP.

  6. Attach Form 18: While filing FiLLiP, attach Form 18 with the required documents.

  7. Certificate of Incorporation: On approval, the ROC will issue a Certificate of Incorporation for the LLP.

  8. Execute LLP Agreement: Draft and file the LLP Agreement within 30 days.

  9. Apply for PAN, TAN & GST: Update statutory registrations with new LLP details.

  10. Close OPC Bank Account & Update Records: Close existing bank accounts of OPC and update stakeholders.

Frequently Asked Questions (FAQs)

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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

Why convert an OPC into an LLP?

Converting to an LLP offers greater flexibility, allows multiple partners, reduces compliance burden, and enables easier capital infusion, making it suitable for scaling beyond a single founder.

Is it mandatory to get creditor consent for conversion?

Yes. Obtaining written consent from creditors is required, as their rights could be affected during the conversion process.

Can an OPC with outstanding debts be converted into an LLP?

Yes, but all creditors must be informed, and their no-objection certificates (NOCs) must be secured. The LLP will assume all debts and liabilities of the OPC post-conversion.

Will the new LLP retain the OPC’s assets and liabilities?

Yes. Upon conversion, all assets, liabilities, obligations, and agreements of the OPC automatically vest in the LLP.

Do tax implications arise during conversion?

If the conversion meets certain conditions under the Income Tax Act (e.g., continuity of business and ownership), it can be tax-neutral. Otherwise, capital gains tax or other liabilities may apply. It’s advisable to consult a tax expert.

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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Related Posts

 Advantages of a Private Limited Company: Why Choose a Pvt Ltd?

Advantages of a Private Limited Company: Why Choose a Pvt Ltd?

Choosing the right structure is one of the most important decisions when starting a business. And for many, a private limited company is an ideal choice.

A private limited company is a type of business structure commonly chosen by entrepreneurs in India for its unique benefits. It’s a separate legal entity, meaning the company is distinct from its owners, with its own assets and liabilities. 

It offers limited liability protection, meaning personal assets are safeguarded from business debts. Unlike sole proprietorships or partnerships, the structure of a private limited company provides a clear separation between the business and its owners, creating a stable foundation for growth. 

This structure provides greater protection for founders and enhances the company’s credibility with investors, banks and clients, making it easier to secure funding and build partnerships. With the ability to issue shares, private limited companies also have the advantage of raising capital more effectively than other business types. 

Table of Contents

What is a Private Limited Company?

A private limited company is a business structure that is privately held by a small group of shareholders. In this type of company, ownership is divided into shares, but these shares cannot be publicly traded on the stock market. 

Private limited companies combine the benefits of limited liability, where owners' personal assets are protected and can raise capital through private investors.

This structure is popular among entrepreneurs and small—to medium-sized businesses because it provides a formal framework with legal protection for the owners, transparent governance and financial transparency. In India, private limited companies are governed by the Companies Act of 2013, which sets out the rules for formation, operation and compliance.

Advantages of a Private Limited Company

The advantages of being a private limited company are manifold, which makes them an attractive option for business owners. Here are some key benefits of a private limited company:

1. Limited Liability

One of the most prominent advantages of a private limited company is limited liability. This means that the shareholders are only responsible for the company’s debts up to the value of their shares. 

For example, if a shareholder owns 100 shares worth ₹10 each, their maximum liability in case of company debts would be ₹1,000, regardless of the company’s financial situation. This protects personal assets such as homes and savings from being used to pay company debts, offering peace of mind to the owners.

Limited liability ensures that shareholders are insulated from risks beyond their initial investment in the company, making it an ideal structure for reducing personal financial exposure.

2. Separate Legal Entity

Another benefit of a private limited company is that it is recognised as a separate legal entity from its owners. This means that the company can enter into contracts, own property and incur debts in its own name rather than in the name of its shareholders. 

The limited liability of members is also a key feature of this concept, ensuring that individual shareholders are not personally responsible for the company’s liabilities beyond their shareholding. 

As a result, the company can conduct business activities independently, protecting the personal assets of its owners.

3. Uninterrupted Existence

A significant advantage of a private limited company is its concept of ‘perpetual succession.’ This means that the company continues to exist despite changes in its membership or the status of its members. 

For instance, if a shareholder leaves or passes away, the company is not dissolved, and its operations remain unaffected. The company’s existence is independent of any individual member, ensuring long-term stability and continuity. 

This uninterrupted existence allows the company to plan and operate for the future without the disruptions that could occur in other business structures, such as partnerships.

4. Easy Transferability of Shares

One of the key benefits of a private limited company is the ease with which shares can be transferred. 

Unlike a sole proprietorship or partnership, which requires complex agreements or dissolutions for ownership changes, shares in a private limited company can be transferred relatively easily, subject to approval by the other shareholders. This is a significant benefit of a Pvt Ltd company over a proprietorship

This provides flexibility in ownership and is especially beneficial in attracting new investors or facilitating succession planning.

5. Owning Property

As a separate legal entity, a private limited company can own property in its own name. This is distinct from property ownership in a sole proprietorship, where assets are owned personally by the business owner. 

In a private limited company, shareholders do not have personal claims to the company’s assets. This allows the company to acquire, hold and manage property independently, which can be used for business operations, expansion or as an investment.

6. Capacity to Sue and Be Sued

As a separate legal entity or a juristic person, a private limited company has the legal capacity to sue and be sued in its own name. This essential feature allows the company to take legal action or defend itself in court without involving its individual shareholders.

It helps establish the company’s ability to operate as a distinct business entity responsible for its own legal matters.

7. Borrowing Capacity

Private limited companies have significant advantages when it comes to financing. They can raise capital through the issuance of debentures, secure public deposits, and benefit from preferential treatment by banks and financial institutions. 

These advantages make it easier for private limited companies to access funding compared to sole proprietorships or partnerships, which may struggle to raise significant capital. This makes the company more financially stable and better positioned for growth.

8. Tax Advantage

The private limited company tax benefits are significant. Companies enjoy lower Corporation Tax rates compared to sole traders and partnerships. Additionally, private limited companies have the option to reinvest profits back into the business, benefiting from various tax incentives. 

The company can also claim tax deductions for legitimate business expenses, such as staff parties, pension contributions, and other operational costs, providing more tax flexibility than other business structures. These benefits can also streamline the process of self-assessment tax returns, as allowable expenses can lower the overall tax burden, helping companies maximise their profitability.

9. Credibility and Professionalism

A private limited company enhances the credibility and professionalism of a business. Being a registered company with clear governance structures helps build trust with clients, suppliers and investors. 

The formalised nature of the business structure makes it appear more reliable and stable, which can attract larger clients and partners. In contrast, sole proprietorships and partnerships may struggle to command the same level of trust and confidence from stakeholders.

10. Easier Access to Capital

Private limited companies have a distinct advantage when it comes to raising capital. By issuing shares, they can attract investors who are willing to provide funding in exchange for a stake in the company. 

Additionally, private limited companies are eligible for tax incentives like the Enterprise Investment Scheme (EIS) and Seed Enterprise Investment Scheme (SEIS), which make it easier to attract investors and secure growth funding. 

Private limited companies are also eligible for recognition under the Department for Promotion of Industry and Internal Trade (DPIIT) and the Startup India initiative, which provides significant benefits to startups in India. DPIIT recognition offers access to various government schemes, funding opportunities and more straightforward compliance requirements. 

Additionally, being part of the Startup India program enables private limited companies to avail of tax exemptions, reduce compliance burdens and raise capital more easily from angel investors and venture capitalists.

11. Confidentiality and Privacy

One key benefit of a private limited company is the level of confidentiality it offers. While the company must disclose certain financial and regulatory information, shareholders' personal details remain private. 

12. Brand Protection

Brand protection is a significant advantage of operating as a private limited company. Since the company is a separate legal entity, its name is registered with the government, ensuring exclusive rights to its use. This protects the company’s brand identity from being copied or misused by competitors. 

Furthermore, registering the company name prevents others from using similar names that could confuse consumers, providing a strong legal foundation for brand recognition. As a private limited company, you can also trademark logos, slogans and other intellectual property, giving you additional legal protection.

This brand security not only boosts credibility but also helps in building long-term customer loyalty and trust.

Try our free search tool to find and verify company name availability instantly. Our user-friendly tool also allows you to search trademarks, domain names and social media handles linked to your business name with a single click, using accurate data sourced from the Trademark and MCA databases.

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13. Flexibility in Ownership

A private limited company offers significant ownership flexibility. Ownership can easily be transferred through the sale of shares, allowing the company to accommodate new investors or adjust ownership as needed. This is advantageous compared to other business structures like partnerships, where ownership changes can be more complicated and disruptive.

Conclusion

In conclusion, there are multiple benefits of Pvt Ltd company structure, making it an appealing business structure for entrepreneurs and investors. From limited liability and tax benefits to greater access to capital and enhanced credibility, the private limited company provides a solid foundation for business growth and stability.

With its flexibility, legal protections and ability to attract investment, it remains a top choice for those looking to build a successful and sustainable business.

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

Who is the owner of a private limited company?

The owners of a private limited company are its shareholders. The company can have one or more shareholders, and each shareholder owns a certain percentage of shares in the company. 

Shareholders have the right to vote on important company decisions, such as the appointment of directors and approval of financial statements, based on the number of shares they hold. 

However, the company itself is a separate legal entity, meaning the ownership is distinct from the personal assets of its shareholders.

What are the features of a private limited company?

A private limited company has several key features:

  • Limited Liability: Shareholders are only responsible for the company’s debts up to the value of their shares.
  • Separate Legal Entity: The company exists independently of its shareholders, meaning it can own property, enter into contracts and incur liabilities in its own name.
  • Perpetual Succession: The company continues to exist even if the shareholders or directors change.
  • Transferability of Shares: Shares can be transferred, but the transfer usually requires approval from other shareholders.
  • Number of Shareholders: A private limited company can have between 2 and 200 shareholders.
  • Restriction on Public Share Trading: Shares cannot be sold or traded on the stock exchange.

Are there any disadvantages of private limited companies?

There are both private limited company advantages and disadvantages. Here are some disadvantages of private limited companies to consider:

  • Compliance and Regulation: Private limited companies must comply with various regulations, including annual filing with the Registrar of Companies (RoC), which can be time-consuming and costly.
  • Limited Capital Raising: While private limited companies can raise capital by issuing shares, the process is more complex than that of public companies.
  • Restrictions on Share Transfers: Unlike public companies, the transfer of shares in a private limited company may require approval from other shareholders.
  • Higher Costs: Setting up and maintaining a private limited company involves higher costs due to registration, auditing and compliance fees.

What is the difference between Limited and Private Limited?

The primary difference between Limited and Private Limited companies lies in the public availability of shares:

  • Limited: A limited company can be a public limited company, where shares are freely traded on the stock exchange. It is not restricted to the number of shareholders, and its financial information is available to the public.
  • Private Limited: A private limited company has restrictions on share transfers, and its shares are not publicly traded. It can have a maximum of 200 shareholders, and its financials are not publicly disclosed.

In short, a Private Limited company is a private entity with a restricted number of shareholders and limited share transferability, while Limited companies are public entities with freely transferable shares.

Which is better, Private Limited or LLP?

Whether a Private Limited Company or an LLP (Limited Liability Partnership) is better depends on the specific needs and goals of the business:

  • Private Limited Company (PVT Ltd): This type of company is ideal for businesses looking to raise capital through investments or venture capital. It offers limited liability, a separate legal entity, and easier transferability of ownership through shares. 

However, it comes with more regulatory compliance and governance requirements.

  • Limited Liability Partnership (LLP): LLPs offer flexibility in management, with fewer formalities and less regulatory burden. Partners enjoy limited liability, protecting their personal assets, but an LLP cannot raise capital as easily as a private limited company. 

It is better suited for small businesses and professional services.

Swagatika Mohapatra

Swagatika Mohapatra is a storyteller & content strategist. She currently leads content and community at Razorpay Rize, a founder-first initiative that supports early-stage & growth-stage startups in India across tech, D2C, and global export categories.

Over the last 4+ years, she’s built a stronghold in content strategy, UX writing, and startup storytelling. At Rize, she’s the mind behind everything from founder playbooks and company registration explainers to deep-dive blogs on brand-building, metrics, and product-market fit.

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What is Winding up of a Company?: Process and Modes Explained

What is Winding up of a Company?: Process and Modes Explained

The winding up of a company is the process of dissolving a company and distributing its assets to claimants. Also known as liquidation, winding up typically occurs when a company is insolvent and unable to pay its debts when they are due. However, a solvent company may also be wound up voluntarily by its shareholders and directors.

In India, the winding up of companies is governed by the Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016 (IBC). The IBC has significantly changed the winding up regime in India and introduced a time-bound insolvency resolution process

Table of Contents

What is the Winding Up of a Company?

Winding up a company refers to the legal process of closing its operations permanently. It involves selling the company's assets, settling its debts and liabilities, and distributing any remaining surplus among shareholders according to their rights. Once the process is complete, the company is dissolved and ceases to exist as a legal entity. Winding up may be voluntary, initiated by members or creditors, or compulsory, ordered by a court.

The main reasons for winding up a company include:

  • Ceasing the company's operations
  • Collecting the company's assets
  • Paying off the company's debts and liabilities
  • Distributing any remaining assets to the members

The main reasons for winding up a company include:

  • Inability to pay debts (insolvency)
  • Completion of the purpose for which the company was formed
  • Expiry of the period fixed for the duration of the company
  • The passing of a special resolution by the members to wind up the company

Key Aspects of Winding Up of a Company

The winding up of a company involves several key aspects that need to be considered:

1.  Appointment of Liquidator

A liquidator is a person or entity responsible for managing the winding-up process of a company, including selling assets, settling liabilities, and distributing remaining funds to stakeholders. A liquidator is appointed to manage the winding up process. He is appointed by members or creditors in voluntary winding up or by the court in compulsory winding up. 

2.  Realisation of Assets

The liquidator takes possession of all the company's assets and realises them into cash. This may involve selling the company's property, plant and equipment, collecting debts from debtors, and recovering any unpaid capital from the contributors.

3.  Payment of Liabilities

The liquidator settles all the company's liabilities, including debts owed to creditors, outstanding taxes and employee dues. The order of priority for payment is fixed by law, with secured creditors being paid first, followed by unsecured creditors and members.

4. Distribution of Surplus

After settling all the liabilities, surplus assets are distributed among the members in proportion to their shareholding. Preference shareholders are paid first, including any arrears, as per their rights. Once their claims are fully settled, the remaining surplus is allocated to equity shareholders in proportion to their shareholding. This process adheres to the company’s articles and legal requirements, ensuring an equitable distribution.

5. Dissolution of Company

Once the winding up process is complete, the liquidator submits a final report to the Tribunal or the ROC. The Tribunal then orders the dissolution of the company, and its name is struck off from the register of companies.

Types of Winding Up

There are three main modes of winding up of a company under the Companies Act 2013:

  1. Compulsory Winding Up of a Company (By the Tribunal)
  2. Voluntary Winding Up of a Company

a) Members' Voluntary Winding Up

b) Creditors' Voluntary Winding Up

  1. Winding Up Subject to the Supervision of the Tribunal

Let us discuss each of these types in detail.

1. Compulsory Winding Up (By the Court)

Compulsory winding up of a company is when a company is wound up by an order of a court or tribunal. This is also known as "winding up by the court". The court may order a company to be wound up on various grounds specified in Section 433 of the Companies Act, 1956 (now governed by Chapter XX of the Companies Act, 2013).

Compulsory winding up of a company is initiated by a petition filed before the National Company Law Tribunal (NCLT) by:

  • The company itself
  • The company's creditors
  • The company's contributors
  • The Registrar of Companies
  • Any person authorised by the Central Government

The grounds for compulsory winding up include:

  • Inability to pay debts
  • Acting against the sovereignty and integrity of India
  • Conducting affairs in a fraudulent manner
  • Failure to file financial statements or annual returns for five consecutive years
  • The Tribunal is of the opinion that it is just and equitable to wind up the company

If the NCLT is satisfied that a prima facie case for winding up is made out, it admits the petition, appoints an official liquidator and makes an order for winding up.

2. Voluntary winding up of a company

Voluntary winding up is when a company is wound up by its members or creditors without the intervention of a court or tribunal. Voluntary winding up is initiated by the company itself by passing a special resolution in a general meeting. There are two types of voluntary winding up:

1. Members' Voluntary Winding Up

This occurs when the company is solvent and can pay its debts in full. A declaration of solvency is made by a majority of the directors, stating that they have made an inquiry into the company's affairs and believe that the company has no debts or will be able to pay its debts in full within three years from the commencement of the winding up.

2.  Creditors' Voluntary Winding Up: 

This occurs when the company is insolvent and unable to pay its debts in full. No declaration of solvency is made in this case. The creditors play a greater role in this type of winding up compared to a members' voluntary winding up.

In a voluntary winding up, the company appoints a liquidator in a general meeting to conduct the winding up proceedings.

3. Winding Up Subject to the Supervision of the Court

A voluntary winding up (whether members' or creditors') may be converted into a winding up by the Tribunal if the Tribunal is of the opinion that the company's affairs are being conducted in a manner prejudicial to the interests of the public or the company.

In such cases, the Tribunal may order that the voluntary winding up shall continue but subject to the supervision of the Tribunal. The Tribunal may appoint an additional liquidator to conduct the winding up along with the liquidator appointed by the company.

Winding Up a Company Process

The procedure for winding up of a company in India depends on the mode of winding up. Here is a step-by-step procedure for compulsory winding up of a company in India and voluntary winding up:

H3 - Compulsory Winding Up H3 - Voluntary Winding Up
1. The winding-up process begins when a petition is filed before the National Company Law Tribunal (NCLT) by creditors, shareholders, or the government. 1.Passing of special resolution for winding up: The process begins when shareholders pass a special resolution in a general meeting, requiring a three-fourths majority, to wind up the company.
2.Admission of Petition and Publication of Notice: Once the petition is accepted, the NCLT admits the case and orders the publication of a notice. 2. Declaration of solvency (in case of members' voluntary winding up): If the company is solvent, the directors must file a Declaration of Solvency with the Registrar of Companies (RoC).
3 Appointment of Provisional Liquidator: The NCLT may appoint a provisional liquidator to temporarily manage the company’s assets and prevent them from being misappropriated during the winding-up process. 3. Appointment of liquidator: After the special resolution, members appoint a liquidator to manage the winding-up, sell assets, settle liabilities, and distribute remaining funds.
4. The NCLT issues an order for the company’s winding up, which formally starts the dissolution process. 4. Giving of notice of appointment of liquidator to Registrar: The company must notify the Registrar of Companies (RoC) about the appointment of the liquidator.
5. The directors of the company are required to submit a statement of affairs to the liquidator. 5. Realisation of assets and payment of debts by liquidator: The liquidator takes control of the company’s assets, sells them, and pays off debts, prioritising secured creditors, then unsecured creditors.
6. Appointment of Official Liquidator: The NCLT appoints an official liquidator who takes full control of the company’s assets and liabilities. 6. Calling of final meeting and presentation of final accounts: After settling debts and realising assets, the liquidator calls a final meeting to present the final accounts, detailing the liquidation process and asset distribution.
7. The liquidator liquidates or sells the company’s assets to generate funds.The liquidator uses the proceeds to pay off the company’s creditors, including secured creditors, employees, and unsecured creditors, according to the legal priority order. 7. Dissolution of company: After approval of the final accounts, the company applies to the RoC for dissolution, and once approved, it is removed from the RoC register.
8.Submission of Final Report by Liquidator: Once all assets are realised and debts paid, the liquidator prepares a final report that details the liquidation process.
9. Dissolution of company: After the final report is submitted and all obligations are met, the NCLT issues a dissolution order, removing the company from the RoC register and formally ending its existence.

The process of winding up of a company in India is complex and involves several legal formalities. It is advisable to seek the assistance of a professional (such as a company secretary or a lawyer) to ensure compliance with all the requirements.

Example of Winding up of a Company

One notable example of the winding up of a company in India is the case of Kingfisher Airlines Limited. Kingfisher Airlines was a prominent Indian airline that ceased operations in 2012 due to financial difficulties and mounting debts.

In 2016, the Karnataka High Court ordered the winding up of the company on a petition filed by the Airports Authority of India, which was one of the company's creditors. The court appointed an Official Liquidator to take charge of the company's assets and manage the winding up process.

The liquidator faced several challenges in the winding up process, including the recovery of dues from the company's debtors and the sale of its assets. The company had a fleet of aircraft and other assets, which had to be valued and sold to pay off the creditors.

One of the major issues in the winding up of Kingfisher Airlines was the recovery of dues from its promoter, Vijay Mallya. Mallya had given personal guarantees for some of the loans taken by the company, and the creditors sought to recover these dues from him. However, Mallya fled to the UK, and the Indian authorities have been trying to extradite him to face charges of fraud and money laundering.

The winding up process of Kingfisher Airlines is still ongoing, and the liquidator is working to realise the company's assets and settle its liabilities. The case highlights the challenges involved in the winding up of a large and complex company with multiple stakeholders and legal issues.

The Kingfisher Airlines case also underscores the importance of timely action by creditors in the event of default by a company. Many of the company's creditors, including banks and airports, had allowed the debts to accumulate for several years before initiating legal action. This delay made it more difficult to recover the dues and increased the losses for the creditors.

In conclusion, the winding up of Kingfisher Airlines is a cautionary tale for companies and creditors alike. It highlights the need for effective risk management, timely action in case of default, and the importance of following due process in the winding-up of a company.

Conclusion

In conclusion, the winding up is a legal process of  liquidating a company's assets, settling of liabilities and distributing surplus to its members. It is a complex process that requires careful planning and execution, and the guidance of professional advisors. 

There are three modes in winding up under companies act 2013: compulsory winding up by the Tribunal, voluntary winding up by the members or creditors and winding up under the Tribunal's supervision. 

These modes of winding up have specific requirements and procedures. Proper planning and professional guidance can help minimise the impact on stakeholders like creditors, employees and members, ensuring a smoother and compliant winding-up process.

Frequently Asked Questions

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Frequently Asked Questions

What does winding up mean?

Meaning of winding up of a company: It is the process of dissolving a company and distributing its assets to claimants. It involves closing down the company's operations, realising its assets, paying off its debts and liabilities and distributing the surplus (if any) to the members.

What is Creditors' Voluntary Winding Up?

Creditors' Voluntary Winding Up is a type of voluntary winding up of a company that occurs when the company is insolvent and unable to pay its debts in full. In this type of winding up, the creditors have a greater say in the appointment of the liquidator and the conduct of the winding up proceedings.

Who can be appointed as a liquidator?

A liquidator can be an individual or a corporate body. They must be independent and should not have any conflict of interest with the company being wound up. Usually, professionals such as chartered accountants, company secretaries, cost accountants or advocates are appointed as liquidators.

What is a Statement of Affairs?

A Statement of Affairs is a document submitted by the directors of a company to the liquidator in a winding up. It shows the particulars of the company's assets, debts and liabilities, the names and addresses of the creditors, the securities they hold and other relevant details.

What is the process of dissolution of a company?

The process of dissolution of a company involves the following steps:

a. Passing a special resolution to wind up the company

b. Appointment of a liquidator to manage the winding-up process

c. Realisation of the company's assets and settlement of its liabilities

d. Distribution of any surplus assets to the members

e. Submission of the final report by the liquidator to the Tribunal or ROC

f. The passing of an order by the Tribunal dissolving the company

g. Striking off the company's name from the register of companies by the ROC

What are the effects of winding up a company?

The main effects of winding up of a company are:

  • The company ceases to carry on its business except for the beneficial winding up of its business.
  • The powers of the board of directors cease, and the liquidator takes over the management of the company.
  • Legal proceedings against the company are stayed.
  • The company’s assets are realised and distributed to the creditors and members.
  • The company is eventually dissolved and ceases to exist as a legal entity.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

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How Do I Start My Own Online Business? A Step-by-Step Guide

How Do I Start My Own Online Business? A Step-by-Step Guide

Starting your own online business in India requires careful planning and strategic action. First, you'll need to select a niche that aligns with your skills and market demand. Conduct thorough market research to understand your target audience and competition. Next, focus on building a strong online presence through a website or e-commerce platform. Ensure that you set up reliable customer service channels to foster trust and satisfaction. As you go through the process, remember that dedication and consistent effort are key to success. 

Table of Contents

Procedure to Start an Online Business

Step 1: Identify Your Business Idea

How do I choose the right online business idea?

Choosing the right online business idea starts with understanding your own strengths. Think about your skills, hobbies, and what you’re passionate about. Also, assess market demand to ensure that your idea addresses a genuine need. You can brainstorm by asking yourself what problems you can solve or how your expertise can benefit others.

What are the most profitable online business ideas?



Some of the most profitable online business ideas include e-commerce, dropshipping, freelancing, selling digital products, and affiliate marketing. These options require relatively low investment and have high growth potential in India. E-commerce and dropshipping are ideal for those interested in retail, while freelancing and digital products are great for service-oriented entrepreneurs.

How do I validate my business idea?

To validate your business idea, you should conduct market research and competitor analysis. This helps you understand if there’s demand for your product or service and how to position yourself in the market. Additionally, you can run surveys or test your idea on a small scale to gather feedback before fully committing to it.

Step 2: Conduct Market Research

Why is market research important for an online business?

Market research is crucial for understanding your target audience and the competition. It helps you identify customer needs, preferences, and pain points, allowing you to tailor your offerings effectively. By knowing what your competitors are doing, you can find gaps in the market and differentiate your business. This research forms the foundation for making informed decisions and reducing risks.

How do I conduct market research?

To conduct market research, start by using tools like Google Trends and keyword research tools (e.g., SEMrush, Ubersuggest) to identify trending topics and search volumes. You can also use social media insights to monitor conversations around your niche. Engaging directly with potential customers through surveys or focus groups will also give you valuable feedback.

What are the key metrics to analyse?

Key metrics to analyse include customer demographics, such as age, gender, location, and income level. Understanding buying behaviour, including purchase frequency and preferences, is equally important. Additionally, assessing the market size, competition, and growth potential helps you gauge the sustainability of your business idea.

Step 3: Create a Business Plan

Do I need a business plan for an online business?

Yes, a business plan is essential for an online business. It provides clarity on your goals and how you plan to achieve them. A solid business plan also plays a key role when seeking funding, as it helps potential investors or lenders understand the vision, strategy, and financial viability of your business.

What should a business plan include?

Your business plan should include the following sections:

  1. Executive Summary: A brief overview of your business, mission, and vision.
  2. Target Market: A detailed description of your ideal customers and their needs.
  3. Revenue Model: A breakdown of how you’ll make money (e.g., product sales, subscriptions, services).
  4. Marketing Strategy: A plan for how you'll promote your business, including online advertising, social media, and SEO.

How do I set realistic goals?

To set realistic goals, follow the SMART criteria:

  1. Specific: Define clear, concise goals.
  2. Measurable: Ensure your progress can be tracked.
  3. Achievable: Set goals that are realistic given your resources.
  4. Relevant: Ensure the goals align with your business objectives.
  5. Time-bound: Assign deadlines to keep you on track. Setting SMART goals helps maintain focus and ensures steady progress.

Step 4: Choose a Business Model

What are the different online business models?

  1. E-commerce: Selling physical or digital products through an online store.
  2. Subscription-based: Offering products or services on a recurring basis, such as monthly subscriptions for digital content or curated boxes.
  3. Service-based: Providing services like consulting, coaching, or freelance work directly to customers.
  4. Ad-based: Earning revenue through advertising, typically via websites or social media platforms that attract large audiences.

Which business model is best for beginners?

For beginners, a service-based model or a subscription-based model might be the best fit. The service model often requires lower initial investment and offers flexibility in terms of workload. The subscription model provides recurring revenue, which can be predictable once you have a customer base. However, each model has its pros and cons:

  1. E-commerce: High investment, but potential for significant profit.
  2. Subscription-based: Steady income but may require strong marketing efforts.
  3. Service-based: Low cost to start, but time-intensive and dependent on personal expertise.
  4. Ad-based: Relatively low start-up cost, but requires a large audience and can take time to generate income.

How do I decide which model suits me?

To decide on the best business model, align your choice with your skills, budget, and long-term goals. If you have a skill set that can be marketed as a service (e.g., writing, design, tutoring), a service-based model might be a good start. If you want to sell products but have a limited budget, dropshipping or print-on-demand models may be better. Consider your available resources and the time you can commit before making your final decision.

Step 5: Register Your Business

Do I need to register my online business?

Yes, registering your online business is crucial for legal and tax purposes. It provides your business with a legal identity, ensures compliance with local regulations, and helps build credibility with customers. Without registration, you might face legal issues and be unable to access benefits like business loans or grants.

H4 - What are the steps to register a business?

  1. Choose a business name: Make sure it reflects your brand and is unique.
  2. Decide on a legal structure: Select the appropriate business structure (sole proprietorship, LLC, Private Limited, etc.).
  3. Register for taxes: Apply for a Goods and Services Tax (GST) number if applicable.
  4. Obtain required licenses: Depending on your business type, you may need specific licenses or permits.
  5. Open a business bank account: This helps separate personal and business finances.
  6. Get a business PAN (Permanent Account Number): Required for tax filings and business transactions.

What legal structure should I choose?

Choosing the right legal structure depends on factors like liability, taxes, and scalability:

  1. Sole Proprietorship: Simple to set up, ideal for solo entrepreneurs, but you’ll be personally liable for business debts.
  2. Limited Liability Partnership (LLP): Offers limited liability protection and is suitable for small businesses with partners.
  3. Private Limited Company: A more complex structure that provides limited liability and is better suited for larger businesses looking for investment or expansion. It also offers tax benefits and more credibility.

Related Read: Difference between Private Limited Company and One Person Company

Step 6: Build Your Online Presence

How do I create a website for my business?

  1. Choose a domain name: Pick a name that reflects your business and is easy to remember. Check for availability using domain registrars like GoDaddy or Hostinger.
  2. Select a hosting provider: Choose a reliable hosting service, such as Bluehost or SiteGround, to ensure your website runs smoothly.
  3. Use website builders: Website builders like WordPress and Shopify are user-friendly and offer templates for quick setup. WordPress is ideal for blogs and content-focused websites, while Shopify is perfect for e-commerce stores.

Do I need social media for my online business?

Yes, social media is crucial for marketing and customer engagement. Platforms like Facebook, Instagram, and LinkedIn help you reach a wider audience and build brand awareness. Social media allows you to connect with customers, share updates, promote products, and gather feedback. It’s an affordable way to drive traffic to your website and create a loyal community around your brand.

What are the essential features of a business website?

  1. User-friendly design: A clean, easy-to-navigate layout that enhances the user experience.
  2. Secure payment gateways: Integrated payment gateway (e.g. Razorpay) to facilitate safe and smooth transactions.
  3. Mobile responsiveness: Your website should be fully optimised for mobile devices, as many users shop and browse on their phones.

Step 7: Set Up Payment and Shipping Systems

H4 - How do I accept payments online?
To accept payments online, you need to integrate a reliable payment gateway into your website. Payment gateways like PayPal, Stripe, and Razorpay allow you to process credit card payments, debit cards, and digital wallets securely. The setup process usually involves creating an account with the provider, linking it to your business bank account, and adding their payment gateway to your website using plugins or APIs. 

What are the best shipping options for an online store?

  1. Self-shipping: If you’re a small business, you can handle shipping yourself by partnering with courier services like India Post, DTDC, or Blue Dart. This gives you more control but requires time and resources.
  2. Third-party logistics (3PL): 3PL companies manage storage, packaging, and delivery on your behalf. This is ideal for businesses that want to scale quickly without handling logistics.
  3. Dropshipping: This model eliminates the need for inventory management. When a customer places an order, the product is directly shipped from the supplier. It’s cost-effective, but you have less control over shipping times and quality.

How do I handle international payments and shipping?

  1. Payments: Use global payment gateways like PayPal or Razorpay, which support multiple currencies. You’ll need to set up your account to handle cross-border payments and be aware of transaction fees and exchange rates.
  • Shipping: Partner with international couriers like DHL or FedEx for global shipping. Ensure that you account for customs duties, taxes, and potential delays. Consider using platforms like Shiprocket or Easyship, which can automate international logistics and offer competitive shipping rates.

Step 8: Market Your Online Business

How do I promote my online business?

  1. SEO (Search Engine Optimisation): Optimise your website for relevant keywords, improve loading speeds, and focus on creating quality content to rank higher in search engines.
  2. Social Media Marketing: Use platforms like Instagram, Facebook, and LinkedIn to engage with your audience, share valuable content, and promote offers.
  3. Email Marketing: Build an email list and send newsletters, promotional offers, or product updates to keep customers engaged.
  4. Paid Ads: Run ads on Google, Facebook, or Instagram to increase brand visibility and attract potential customers. Paid advertising can generate quick results if targeted effectively.

What is the best way to attract customers?

  1. Content Marketing: Create blog posts, videos, or infographics that provide value to your audience and establish your brand as an authority in your niche.
  2. Influencer Collaborations: Partner with influencers in your industry to promote your products or services, leveraging their established trust and following.
  3. Customer Reviews: Encourage satisfied customers to leave reviews and testimonials. Positive feedback can build credibility and influence potential customers' purchasing decisions.

How do I track the success of my marketing efforts?

To track the success of your marketing efforts, use tools like:

  1. Google Analytics: Monitor website traffic, user behaviour, and conversion rates. Google Analytics gives you detailed insights into your website’s performance.
  2. Social Media Insights: Platforms like Facebook, Instagram, and Twitter provide analytics on engagement, reach, and audience demographics, helping you assess the effectiveness of your social media campaigns. These tools can help you fine-tune your marketing strategies and ensure that your efforts are yielding the desired results.

Step 9: Manage Operations and Scale

How do I manage day-to-day operations?
To manage day-to-day operations effectively, use tools that streamline tasks:

  1. Inventory Management: Tools like TradeGecko or Zoho Inventory help track stock levels, manage orders, and avoid overselling.
  2. Customer Support: Platforms like Zendesk or Freshdesk assist in managing customer inquiries, complaints, and service requests efficiently.
  3. Order Tracking: Use tools like Shiprocket or AfterShip to monitor and update customers on the status of their orders in real-time, improving their experience.

When should I consider scaling my business?

  1. Consistent Revenue Growth: When your sales show a steady increase over a few months or years, it indicates that your business model is working.
  2. High Customer Demand: If customers are requesting more products or services than you can provide, or if you’re struggling to meet demand, it’s a clear sign that you’re ready to expand.
  3. Positive Cash Flow: If you have a healthy profit margin and can reinvest earnings back into the business, scaling becomes a feasible option.
  • What are the best ways to scale an online business?
  1. Expand Product Lines: Add complementary products or services to cater to a broader audience or meet existing customer needs.
  2. Enter New Markets: Consider selling to customers in different regions, cities, or even internationally to broaden your reach.
  3. Automate Processes: Use automation tools for marketing (e.g., Mailchimp for emails), customer support (e.g., chatbots), and order fulfilment to reduce the workload and enhance efficiency. By scaling smartly, you can increase your reach and profitability without compromising the quality of your offerings.

Registration of Online Business in India

  • Choose a suitable business structure: Decide whether to register as a Sole Proprietorship, LLP, or Private Limited Company based on your business model, scalability needs, and compliance requirements.
  • Select a unique business name: Check name availability on the Ministry of Corporate Affairs (MCA) portal and register it to avoid legal issues.
  • Apply for PAN and TAN: A Permanent Account Number (PAN) is required for financial transactions. At the same time, a Tax Deduction and Collection Account Number (TAN) is mandatory if your business deducts taxes at the source.
  • Register for GST: If your annual turnover exceeds ₹40 lakhs (₹20 lakhs for special category states), you must register for Goods and Services Tax (GST) to collect and pay taxes legally.
  • Register under MSME if applicable: If you own a small or medium-sized business, registering under the Udyam (MSME) scheme can provide benefits like easier loan approvals and government subsidies.
  • Obtain necessary licenses and permits: Depending on your industry, you may need specific licenses, such as an FSSAI license for food businesses, a trade license for local operations, or an Import Export Code (IEC) for international trade.
  • Open a business bank account: A separate bank account in your business name is required for handling payments, tax filings, and financial transactions professionally.

{{company-reg-cta}}

Tips to Start an Online Business in India

  • Identify a Profitable Niche

    Selecting the right niche is important for success. Focus on a business idea that matches your skills and interests while also having strong market demand. Research your competitors to find opportunities where you can stand out.
  • Build a Strong Online Presence
    Creating a website or an e-commerce store is essential for any online business. Make sure your website is easy to use, mobile-friendly, and optimised for search engines. Use social media to connect with your audience and promote your products or services.
  • Ensure Legal Compliance
    Every online business must comply with the legal requirements for online business in India to operate lawfully. You need to register your business and get GST registration in India. It is also important to comply with tax and other regulations. Completing these formalities ensures smooth operations and avoids legal issues. 
  • Set Up Secure Payment Systems

    Providing a secure and convenient payment method builds customer trust. Choose a reliable payment gateway that supports multiple payment options and ensures smooth transactions for your customers.

Frequently Asked Questions

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Private Limited Company
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  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
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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
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  • 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 business is most profitable?

Profitable online businesses in India include e-commerce, dropshipping, freelancing, digital marketing services, and selling digital products like courses or eBooks. Choosing the right business depends on your skills, market demand, and investment capacity.

What are the 7 steps to starting a business?

The key steps to start an online business include:

  1. Choosing a business idea that suits your skills and interests.
  2. Conducting market research to understand demand and competition.
  3. Deciding on the business structure (like sole proprietorship, LLC, etc.).
  4. Registering your business and completing necessary legal formalities.
  5. Building a website or online store to showcase your products or services.
  6. Setting up payment systems to process transactions securely.
  7. Planning your marketing strategy and ensuring good customer service.

Which business can we do from home?

Home-based businesses include freelancing, content writing, selling handmade products, affiliate marketing, and running an e-commerce business in India. Many of these require minimal investment and can be scaled over time.

Swagatika Mohapatra

Swagatika Mohapatra is a storyteller & content strategist. She currently leads content and community at Razorpay Rize, a founder-first initiative that supports early-stage & growth-stage startups in India across tech, D2C, and global export categories.

Over the last 4+ years, she’s built a stronghold in content strategy, UX writing, and startup storytelling. At Rize, she’s the mind behind everything from founder playbooks and company registration explainers to deep-dive blogs on brand-building, metrics, and product-market fit.

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