What Is Bootstrapping? A Startup Founder’s Guide to Self-Funding Success

Oct 21, 2025
Private Limited Company vs. Limited Liability Partnerships

Not every founder raises millions from investors. Some choose a different path- one defined by independence, discipline, and control. This path is known as bootstrapping.

Bootstrapping means funding your startup using personal savings, business revenue, or profits instead of depending on external investors or venture capital. It’s a method rooted in self-reliance, where entrepreneurs fully own risk and reward.

While bootstrapping often means slower growth, it offers something invaluable- complete control over your vision, business decisions, and company equity. It’s especially popular among early-stage founders who prefer agility, sustainability, and long-term profitability over short-term external funding.

In this blog, we’ll explore what bootstrapping really means, why founders choose it, practical strategies to succeed, and the key advantages and challenges of running a self-funded business.

Table of Contents

Key Takeaways for Founders:

  • Bootstrapping = Control: You retain 100% of your equity, vision, and decision-making power.
  • Cash Flow is Oxygen: Your primary focus shifts from "valuation" to "profitability" from day one.
  • It's a Mindset, Not Just a Method: Bootstrapping forces financial discipline, creativity, and a deep focus on the customer.
  • Slow Growth, Strong Roots: While often slower than VC-funded routes, bootstrapping builds a more resilient, sustainable, and often profitable business.

What Is Bootstrapping?

Bootstrapping is a self-funding approach where an entrepreneur launches and grows their company using only personal finances and the revenue generated by the business itself.

Instead of raising capital from external investors, a bootstrapped founder relies on their own savings, early customer revenue, and relentless financial discipline. It's not just a funding method; it's a mindset rooted in self-reliance, frugality, and building a business that is profitable from day one.

Why Do People Choose Bootstrapping?

Many founders see bootstrapping as a strategic choice, not a last resort. The benefits go far beyond just avoiding investor meetings.

  • 100% Ownership and Control: This is the biggest advantage. You answer to no one but your customers and your team. You control the company's vision, direction, and destiny without a board of directors pushing for an exit.
  • Focus on Profit, Not Valuation: Bootstrapped founders are obsessed with profitability and positive cash flow, not theoretical "paper" valuations. This builds a healthier, more resilient business from the ground up.
  • Forced Financial Discipline: When you're spending your own money, you question every expense. This "scrappy" mindset fosters creativity and efficiency, eliminating waste.
  • Deeper Customer Connection: Without investor cash to burn on marketing, you must build a product so good that customers are willing to pay for it early. This forces you to listen to, and solve for, their real-world problems.
  • Total Freedom and Flexibility: You can pivot, experiment, or grow at your own pace without needing anyone's permission. This agility is a massive competitive advantage.
  • Building a Sustainable Legacy: Bootstrapped businesses are built to last, not just to be "flipped" in 5-7 years. You have the freedom to build a long-term, sustainable company aligned with your personal values.

Practical Strategies for Bootstrapping Success

Bootstrapping doesn’t mean doing everything alone- it means doing everything smartly. Here are proven strategies to bootstrap effectively:

1. Obsess Over Cash Flow: Cash flow is your oxygen. Create a detailed budget, forecast your cash burn, and know exactly how many months of "runway" you have. Use accounting software from day one.

2. Launch a "Scrappy" MVP: Forget perfection. Build the smallest, simplest version of your product (Minimal Viable Product) that solves one core problem, and get paying customers as fast as possible.

3. Embrace Extreme Frugality: Question every single expense. Use free software and open-source tools, work from home, barter for services, and avoid all non-essential spending.

4. Fund with Customers, Not Investors: This is the holy grail. Get customers to pre-pay for your product or service. Their payment funds your development.

5. Use a Variable Workforce: Instead of hiring expensive full-time employees, use skilled freelancers and contractors from platforms like Upwork or Fiverr. This keeps your fixed costs low.

6. Look for Non-Dilutive Capital: Apply for government grants, low-interest business loans, or enter startup competitions. This is "free" money that doesn't cost you any equity.

7. Pay Yourself Last (or Not at All): Be prepared to forgo a salary for a significant period. Reinvest every dollar of profit back into the business to fuel growth.

Stages of Bootstrapping

Bootstrapping typically evolves through three primary stages as your business grows:

  1. Beginner Stage:
    Founders rely on personal savings or contributions from family and friends to start the business.

  2. Customer-Funded Stage:
    The startup begins generating revenue from customers and reinvests profits into operations, marketing, or product development.

  3. Credit Stage:
    Once the business stabilises, founders may use credit lines or short-term loans to fund expansion, inventory, or working capital needs.

Each stage reflects a self-sustaining growth journey where entrepreneurs balance risk, cash flow, and opportunity- without giving up ownership.

Bootstrapping Tools

To succeed as a bootstrapped founder, the right tools can make a huge difference. Here’s how to manage your business efficiently on a lean budget:

Sales & Marketing:

  • Use email marketing platforms like Mailchimp or ConvertKit.
  • Build a simple sales funnel with tools like HubSpot or Notion CRM.
  • Leverage content marketing and SEO to grow organically.

Team & Productivity:

  • Hire freelancers via Upwork or Fiverr.
  • Manage projects using Trello, Notion, or Asana.

Finance & Accounting:

  • Track expenses using QuickBooks or Zoho Books.
  • Keep separate business and personal accounts for clarity.

E-commerce & Growth:

  • Set up low-cost online stores using Shopify, WooCommerce, or Etsy.
  • Utilise social media automation tools like Buffer or Later for consistent growth.

Sources of Bootstrapping

Bootstrapped startups rely on creative and personal funding sources rather than institutional investors. Common options include:

  1. Personal Savings: The most common and reliable funding source.
  2. Friends and Family: Support from close contacts who believe in your vision.
  3. Revenue Reinvestment: Using profits to sustain and expand operations.
  4. Customer Prepayments: Collecting advance payments to fund production or services.
  5. Side Jobs: Using income from other projects to fund the business.
  6. Asset Liquidation: Selling personal assets to raise working capital.
  7. Bartering: Trading services or goods to save cash.

These methods allow founders to grow organically and independently, staying in complete control of their business journey.

Disadvantages of Bootstrapping

While rewarding, bootstrapping also comes with real challenges:

  • Limited Capital: Slower growth due to funding constraints.
  • Personal Financial Risk: Founders often invest their own savings.
  • Operational Challenges: Limited resources can strain time and manpower.
  • Lack of Mentorship or Investor Guidance: Founders may miss out on valuable expertise.
  • Competitive Disadvantage: Competing with VC-funded startups can be tough.

Despite these challenges, many iconic companies — like Zoho, Zerodha, and Mailchimp — have shown that bootstrapping can lead to long-term success with patience, strategy, and discipline.

Real-Life Examples of Bootstrapped Success

The path of bootstrapping might seem daunting, but countless companies have proven it can lead to massive, sustainable success. These iconic brands chose discipline over dilution and built empires on their own terms:

  • Zoho: A global software giant offering a suite of business applications, Zoho was bootstrapped from day one by Sridhar Vembu. With no external funding, it grew into a multi-billion dollar company by relentlessly focusing on product quality and customer value.
  • Zerodha: India's largest stockbroker, Zerodha, was founded by Nithin Kamath and his brother without any external capital. Their focus on technology, low brokerage fees, and customer-centricity allowed them to disrupt the market and build a highly profitable business.
  • Mailchimp: The popular email marketing platform was bootstrapped for years before taking a small external investment much later. Founders Ben Chestnut and Dan Kurzius focused on building a user-friendly product that solved a clear pain point for small businesses, relying on organic growth and customer revenue.
  • Basecamp: Known for its project management software and influential "remote work" philosophy, Basecamp (formerly 37signals) has been famously bootstrapped, emphasizing profitability and independence over rapid, VC-fueled growth.
  • GitHub: While it eventually sold to Microsoft for $7.5 billion, GitHub was bootstrapped for its initial crucial years, building its loyal developer community and core product purely on its own momentum and initial funding.

These examples underscore that bootstrapping is not a limitation but often a powerful strategy for building enduring companies with strong fundamentals.

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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

Is bootstrapping a startup suitable for every type of business in India?

Not necessarily. Bootstrapping works best for startups with low initial capital requirements, such as service-based businesses, tech platforms with minimal infrastructure costs, or digital-first ventures. 

However, capital-intensive businesses like manufacturing, deep tech, or hardware startups may struggle to grow without external funding.

How much personal savings do I need to bootstrap a startup?

The amount varies depending on your industry, business model, and growth plan, but most founders recommend having at least 6–12 months of personal and business expenses

This ensures you can sustain operations while testing your product, finding customers, and generating early revenue. It’s also smart to set aside an emergency buffer for unexpected costs, especially in the early stages when cash flow is uncertain.

Can I switch from bootstrapping to seeking external funding later?

Absolutely. Many successful startups begin with bootstrapping to prove product-market fit and later raise external funding to scale. In fact, investors often view bootstrapped startups favourably, as they demonstrate financial discipline, strong fundamentals, and early traction. 

Once your business shows consistent revenue, customer demand, or scalability, transitioning to angel investment or venture capital can accelerate growth without compromising your core vision.

What are the essential legal requirements when starting a bootstrapped business in India?

Even without investors, founders must ensure proper legal compliance from the start. The essentials include:

  • Registering the business as a Private Limited Company, LLP, or Partnership.
  • Obtaining a PAN and GST registration (if applicable).
  • Opening a business bank account to separate personal and business finances.
  • Complying with labour laws (if hiring employees or freelancers).
  • Protecting intellectual property, such as trademarks or copyrights.

Is Bootstrapping Sustainable?

Yes, but it depends on your business model, growth pace, and cash flow discipline. Bootstrapping encourages lean operations and prioritises profitability over hypergrowth, which can be highly sustainable in the long run. 

However, it may limit scalability in industries where speed, technology investment, or large-scale marketing are essential. Many entrepreneurs follow a hybrid approach- bootstrapping in the early stages and raising funds later to sustain long-term expansion.

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

Documents Required for Partnership Firm Registration in India

Documents Required for Partnership Firm Registration in India

Starting a partnership firm in India is a relatively simple process, and it doesn't involve a lot of red tape. Governed by the Partnership Act of 1932, forming a partnership firm is straightforward, and while registration is not compulsory, it's highly recommended.

Registering your firm provides legal recognition and opens up several benefits, such as the ability to access legal rights, resolve disputes, and establish credibility with clients, suppliers, and financial institutions.

If you're considering starting a partnership firm, here's everything you need to know about the required documents and the complete registration process.

Table of Contents

Partnership Firm Registration

The registration of a partnership firm in India involves submitting an application to the Registrar of Firms in the respective state where the firm operates. While registration is optional, it is advised that the firm be registered to avail themselves of the benefits of legal rights and avoid future disputes.

The application for registration must be signed by all the partners or their agents. Once the application is verified, the Registrar of Firms records the partnership firm’s details in the Register of Firms and issues a Certificate of Registration. This certificate acts as an official recognition of the partnership firm.

The entire process is relatively simple and involves submitting basic documents, some of which we’ll discuss below.

Documents Required for Partnership Registration

When registering a partnership firm, you must provide a set of documents. These documents ensure that your firm is legally compliant and prepared for operations. Let's walk through each essential document you must submit during the registration process.

Partnership Deed

A partnership deed is a foundational document that outlines the mutual rights and obligations of the partners. While it’s technically possible to have an oral agreement, putting everything in writing helps avoid misunderstandings down the line. This document must be prepared on judicial stamp paper (available at your state’s registrar's office) and must be signed by all partners.

The partnership deed should cover important details such as:

  • The name of the partnership firm and its partners
  • The firm's registered office address
  • Profit and loss-sharing ratios
  • Capital contributions from each partner
  • Duration of the partnership

Having this document in place not only protects the interests of each partner but also ensures smooth operation and decision-making within the business.

Documents of Firm

To register the firm, you'll need to provide the firm’s PAN card, which can be obtained by filing Form 49A on the NSDL website. The authorised partner can apply using their digital signature certificate, or you can opt to submit the physical documents to the nearest PAN processing centre.

You’ll also need to provide proof of address for the firm’s registered office. This could be:

  • Rent agreement (if the office is rented)
  • Utility bills like electricity, water, or gas (not older than 2 months)
  • No Objection Certificate (NOC) from the landlord if the office is rented or from the owner if it’s owned by the firm

Documents of Partners

Each partner in the firm must submit their PAN card as proof of identity. If any partners don’t have a PAN card yet, it’s important to apply for one promptly. Additionally, partners must provide address proof like:

  • Voter ID
  • Aadhaar card
  • Driving License
  • Passport
  • Utility bills (again, not older than two months)

These documents are required to verify the identity and address of all partners, ensuring everything is transparent and official.

Additional Documents for Registration

Along with the partnership deed and documents of the firm and partners, you’ll also need to submit the following:

  • Affidavit: An affidavit certifying that all the details in the partnership deed and the supporting documents are accurate.
  • ID and address proofs of both the firm and all partners must be provided during the registration process.

GST Registration

If your firm is involved in business transactions and earning above the prescribed GST limit, you’ll need to register for GST. The process requires submitting:

  • The firm's PAN number
  • Address proof of the firm
  • Identity and address proofs of partners

The authorised signatory for GST registration must sign the application using a digital signature certificate or E-Aadhaar verification.

Related Read: Partnership Firm Tax Rate Explained

Current Bank Account

Once your firm is registered, opening a current bank account is a key step to keeping the firm’s finances in order. For the bank account, you'll need:

  • Partnership deed
  • Firm's PAN card
  • Address proof of the firm
  • Identity proofs of all partners
  • Partnership registration certificate (if applicable)
  • GST certificate (if applicable)
  • Recent utility bills (not older than three months)
  • Authorisation letter for the bank account signatory on the firm's letterhead

Related Read: Difference Between Partnership Firm and LLP

Conclusion

While the process of forming a partnership firm is straightforward, one important step that should never be overlooked is registration. Though it's not mandatory, registering your partnership firm brings numerous benefits that can protect your interests and help you navigate the complexities of business operations.

By registering your firm, you get the legal backing that validates your business structure, helping you build credibility with potential clients, suppliers, and financial institutions. It also ensures that you have access to the legal rights and protections available under the Partnership Act of 1932, which could prove essential if you need to resolve disputes or defend your business against legal challenges.

Take the time to ensure everything is in place, and your partnership firm will be poised to face challenges head-on and build a successful future.

Frequently Asked Questions

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

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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

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

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 it mandatory to register a Partnership Firm?

No, registering a partnership firm in India is not mandatory under the Partnership Act of 1932. However, it is highly advisable to register the firm as it provides legal benefits, including the ability to enforce contracts in court and resolve disputes more effectively.

An unregistered partnership firm cannot file a legal suit against third parties, which may limit its ability to protect its business interests.

What are the legal benefits provided for the registered partnership firm?

A registered partnership firm enjoys several legal benefits, including:

  1. Right to Sue – The firm can file a lawsuit against third parties if any disputes arise.
  2. Legal Protection – The firm is legally recognised, which enhances its credibility with banks, investors, and vendors.
  3. Ability to Claim Set-Off – If a third party sues the firm, it can counterclaim if it has any dues from the plaintiff.
  4. Easy Business Transactions – A registered firm can enter enforceable contracts, apply for loans, and engage in other legal business activities without restrictions.
  5. Better Dispute Resolution – In case of internal conflicts among partners, a registered partnership allows for legal recourse through courts.

How much time does it take to register a partnership?

The registration process for a partnership firm typically takes 7 to 10 working days, depending on the state in which it is being registered. However, the timeline may vary based on factors like document verification, processing time at the Registrar of Firms, and any additional legal formalities required.

Can the Certificate of Registration be revoked?

No, a Certificate of Registration issued to a partnership firm cannot be revoked once granted. However, if the firm is found to have provided false information or engaged in illegal activities, the government may take legal action, including possible dissolution. A firm may also voluntarily dissolve itself by following the required legal procedures.

When should the partners apply for registration of the partnership firm?

Partners can apply for registration at any time after forming the partnership, but it is advisable to do so at the earliest.

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.

Read more
10 Advantages of Incorporating a Company: Why You Should Incorporate Your Business

10 Advantages of Incorporating a Company: Why You Should Incorporate Your Business

In today's competitive business landscape, entrepreneurs are constantly seeking ways to establish a strong foundation for their ventures. One crucial decision that can significantly impact the growth and success of a business is the choice to register as a company. Company registration offers a multitude of advantages that can propel your enterprise to new heights. In this article, we will delve into the top 10 benefits of registering a company, empowering you to make an informed decision for your business's future.

Table of Contents

What are the Benefits of Company Incorporation in India?

Registering a company in India comes with a host of advantages that can elevate your business to new levels of success. From enhanced credibility to legal protection and access to funding, company registration provides a solid foundation for growth. Let's explore these benefits in more detail.

1. Legal Entity

One of the primary benefits of business registration is that the company becomes a separate legal entity. Under the Companies Act, a registered company is considered an artificial person, distinct from its directors and shareholders. This means that upon incorporation, the company acquires its legal personality, allowing it to own property, incur debts, and engage in legal proceedings under its name.

The concept of a separate legal entity provides several advantages:

  • The company can enter into contracts and agreements independently
  • It can sue or be sued in its name
  • The company's assets and liabilities are separate from those of its owners
  • The company's existence is not tied to the lifespan of its members

This legal separation is crucial for protecting the personal assets of the company's owners, as they are not personally liable for the company's debts or legal obligations.

2. Perpetual Succession

Company registration ensures perpetual succession, which is a significant advantage for businesses. Perpetual succession means that the company's existence continues indefinitely, regardless of any changes in its membership, staff, or shareholders. This stability is a key benefit of incorporating a business, as it ensures that the company can outlast individual members or leadership changes.

Here are some key points about perpetual succession:

  • The company's existence is not affected by the death, retirement, or resignation of its members
  • Shares can be transferred without disrupting the company's operations
  • The company remains operational until it is legally dissolved
  • Perpetual succession allows for long-term planning and execution of business strategies

By incorporating your business, you create a stable and enduring entity that can withstand changes in ownership and management, providing a solid foundation for growth and success.

3. Limited Liability

Limited liability is one of the most significant benefits of registering a private limited company. In a registered company, the shareholder's assets are protected from the company's debts and legal obligations. This means that in the event of financial losses or legal issues, the shareholders are only liable to the extent of their investment in the company.

Key points about limited liability:

  • Shareholders' assets (e.g., houses, cars, bank accounts) are safeguarded
  • Directors are not personally liable for the company's debts or legal liabilities
  • Limited liability encourages entrepreneurship and risk-taking
  • It provides a layer of protection for business owners

In contrast, sole proprietors and partners in unregistered businesses are personally liable for all business debts and obligations, putting their assets at risk. Limited liability is a crucial advantage of company registration, offering peace of mind and financial security for business owners.

4. Free & Easy Transferability of Shares

One of the advantages of incorporation of a company is the free and easy transferability of shares. In a registered company, shares can be transferred from one shareholder to another without affecting the company's operations. This flexibility in ownership transfer is a significant benefit, particularly for growing businesses.

Here are some key aspects of share transferability:

  • Public companies: Shares are freely transferable, and shareholders can sell their shares to anyone without restrictions.
  • Private companies: While share transfer is possible, there may be some restrictions imposed by the company's bylaws or shareholder agreements.
  • The transfer process typically involves a signed share transfer form and the handover of the share certificate to the buyer.
  • Easy share transferability allows for smooth succession planning and exit opportunities for shareholders.

Free share transfer attracts investors, raises capital, and enables ownership changes without disrupting operations.

5. Owning Property

As a separate legal entity, a registered company can acquire, own, and transfer property in its name. This is a significant advantage of company registration, as it distinguishes the company's assets from those of its shareholders. Shareholders do not have direct ownership rights over the company's property; instead, their interest lies in the shares they hold.

Key points about company property ownership:

  • The company can purchase, lease, or sell property independently
  • Shareholders' personal assets are protected from claims against the company's property
  • The company's property remains an exclusive asset of the company, not its individual members
  • Owning property in the company's name can provide tax benefits and asset protection

By owning property as a separate legal entity, a registered company can secure its assets, attract investors, and create a stable foundation for long-term growth and success.

6. Can Sue or Be Sued

Another advantage of company registration is that a registered company can sue or be sued in its name. As a separate legal entity, the company has the right to initiate legal proceedings or defend itself against legal claims, just like an individual. This ability to engage in legal matters independently is a crucial aspect of a company's legal status.

Key points about a company's legal standing:

  • The company can file lawsuits to protect its interests, such as intellectual property rights or breach of contract
  • It can defend itself against legal claims without involving its shareholders or directors personally
  • The company's legal actions remain separate from the personal legal matters of its members
  • This legal independence helps maintain the company's professional reputation and protects its shareholders

The ability to sue or be sued in its name provides a registered company with the necessary legal tools to safeguard its interests, resolve disputes, and maintain its professional standing in the business world.

7. Dual Relationship

One of the unique advantages of incorporation of company is the ability to have a dual relationship with its members. In a registered company, an individual can simultaneously hold multiple roles, such as being a shareholder, creditor, director, and employee. This flexibility allows for a more complex and adaptable business structure.

Key points about dual relationships in a company:

  • A person can be a shareholder and an employee at the same time
  • Directors can also be shareholders, allowing for a more vested interest in the company's success
  • Shareholders can provide loans to the company, becoming creditors while maintaining their ownership stake
  • These dual roles are legally permissible and common in registered companies

A dual relationship with the company fosters ownership, commitment, and multi-role contributions to its success.

8. Borrowing Capacity

Company registration significantly enhances a business's borrowing capacity. Registered companies have access to a wider range of financing options compared to sole proprietorships or partnerships. This increased borrowing capacity is a crucial advantage for businesses looking to expand, invest in new projects, or maintain financial stability.

Key points about a company's borrowing capacity:

  • Companies can issue debentures to raise capital from the public
  • Registered companies are seen as more credible and stable by banks and financial institutions
  • Larger financial assistance is available to companies, making borrowing more accessible
  • Companies can secure loans by offering their assets as collateral

Company registration boosts borrowing capacity, enabling growth, expansion, and operational stability for a competitive edge.

9. Equity Raising

Another significant advantage of company registration is the ability to raise equity funding. Registered companies, particularly private limited companies, have access to a broader pool of investors and can attract equity investments from various sources. This equity raising potential is crucial for businesses looking to expand, scale operations, and increase their market presence.

Key points about equity raising in a registered company:

  • Private limited companies can attract investments from angel investors and private equity firms
  • Equity funding provides growth capital without the burden of debt repayment
  • Public limited companies can raise funds through initial public offerings (IPOs) and list their shares on stock exchanges
  • Equity investments often come with strategic partnerships and valuable industry connections

The ability to raise equity funding through company registration opens up new avenues for business growth, allowing companies to tap into the expertise and resources of investors while maintaining control over their operations.

10. Brand Building

Company registration plays a vital role in brand building and establishing a strong business identity. By registering your company, you create a distinct and recognizable brand that sets you apart from competitors. A registered company name provides legal protection and prevents others from using a similar name, safeguarding your brand's uniqueness.

Key points about brand building through company registration:

  • A registered company name adds credibility and professionalism to your brand
  • It helps build trust among customers, suppliers, and partners
  • Legal protection for your brand name reduces the risk of confusion and infringement
  • A strong brand identity attracts customers, investors, and top talent

Registering a company builds a strong, lasting brand and sets the foundation for long-term success.

What Does Online Company Registration Entail?

The Companies Act of 2013 has made the process of company registration more streamlined and accessible through online means. The process involves several steps, including:

Key points about brand building through company registration:

  1. Selecting the type of company (Private Limited, Limited Liability Partnership, etc.)
  2. Applying for a Director Identification Number (DIN)
  3. Obtaining Digital Signature Certificates (DSC)
  4. Filing the necessary forms with the Ministry of Corporate Affairs (MCA)

It is crucial to verify the availability of the desired company name and ensure compliance with legal requirements throughout the registration process.

Types of Companies You Can Register

The Companies Act of 2013 provides for various types of companies that can be registered, each with its own characteristics and requirements. Some of the common types include:

  1. Private Limited Company: A company with a minimum of two and a maximum of 200 shareholders, with restrictions on the transfer of shares.
  2. Public Limited Company: A company that can have an unlimited number of shareholders and can offer shares to the public.
  3. One Person Company (OPC): A company with a single shareholder and director, suitable for solo entrepreneurs.
  4. Limited Liability Partnership (LLP): A partnership structure that provides limited liability to its partners.
  5. Section 8 Company: A non-profit company formed for charitable or social purposes.

Choosing the right type of company depends on factors such as business size, goals, and structure.

Conclusion

Registering a company is a strategic decision that offers numerous advantages for businesses. From limited liability protection to enhanced credibility and access to funding, company registration provides a solid foundation for growth and success. By understanding the benefits of company registration, entrepreneurs can make informed decisions and position their ventures for long-term prosperity.

Frequently Asked Questions

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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
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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

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

What benefits does online registration offer compared to offline registration of a company

  • Online registration streamlines the process, making it faster and more convenient.
  • It eliminates the need for physical submission of documents, saving time and effort.
  • Online registration allows for real-time tracking of the application status.

How does online company registration simplify the process and help save time?

  • Online registration enables entrepreneurs to complete the process from anywhere, at any time.
  • Digital submission of documents eliminates the need for physical visits to government offices.
  • The online system guides users through the process, minimizing errors and delays.

Can there be cost benefits to registering a company online?

  • Online registration often comes with reduced fees compared to offline methods.
  • It eliminates the need for intermediaries or agents, saving on additional costs.
  • Digital submissions reduce paperwork and associated expenses.

What assistance and resources can be found when registering a company online?

  • Online portals often provide step-by-step guides and tutorials for the registration process.
  • FAQs and help sections address common queries and concerns.
  • Customer support is usually available through email, chat, or telephone for assistance.

How safe is the online company registration process?

  • Online registration portals, such as the MCA portal, employ secure encryption and data protection measures to ensure the safety of sensitive information.
  • The use of Digital Signature Certificates (DSC) adds an extra layer of security and authentication to the process.
  • Reputable online service providers adhere to strict data privacy and security standards to safeguard client information.

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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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)

rize image

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

Register your business
rize image

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

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

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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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.
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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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Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
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Dhaval Trivedi
Nayan Mishra
https://zillout.com/
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
Prakhar Shrivastava
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.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/