Service
Proprietorship, LLP or Private Limited: Structuring and Incorporation for D2C Founders
Choosing and converting to an LLP or private limited company, incorporation, DPIIT Startup India recognition, ESOP design and annual ROC filings.
The legal structure a brand starts with is rarely the one it needs at its first fundraise. This work covers choosing a structure, moving the business into it, and keeping the company or LLP compliant afterwards.
Choosing and converting
- Proprietorship or partnership compared with an LLP and a private limited company on tax, compliance and fundraising
- Conversion with a business transfer agreement covering stock, contracts and liabilities
- GSTIN continuity planning across every state, so marketplace listings and input credit carry over
Incorporation and recognition
- MCA incorporation of private limited companies and LLPs
- DPIIT Startup India recognition
- Section 80-IAC tax-holiday applications to the Inter-Ministerial Board (IMB)
Equity
- ESOP scheme design and the board and shareholder approvals it needs
- Cap-table structuring ahead of a fundraise
Annual filings
- Company: AOC-4 and MGT-7
- LLP: Form 8 and Form 11
- DIR-3 KYC for every director and designated partner
What's included
- A side-by-side comparison of structures on your own figures
- Incorporation or conversion from documents to registration
- An annual ROC filing calendar
Recognition and tax-holiday approvals are granted by the government on the merits of each application.
Common questions
When does it make sense to move from a proprietorship to a company?
Usually when profit grows enough that the tax on it is higher as an individual, when outside investors are expected, or when the founders want limited liability. The right structure depends on profit, how much the founders draw, and fundraising plans, so it is worth comparing the options on your own figures.
Does a conversion need new GST registrations?
A new company or LLP is a new legal person, so it needs its own GSTIN in each state where it operates. Planning the transfer of the business, stock and input credit across those registrations keeps marketplace listings and credit running through the change.
What is Startup India recognition used for?
DPIIT recognition gives an eligible startup access to several benefits. A recognised company can also apply to the Inter-Ministerial Board for the section 80-IAC income-tax holiday, which is granted separately on the merits of the application.