Conversion of a sole proprietary concern into
a limited company is a wrong concept. There can be no such conversion under any
law in India. A company is legal entity which can be incorporated by following the procedure laid down.
After the company is incorporated, it may
acquire the assets and Liabilities of any running business as per terms and conditions of an agreement that may be entered into by and between the company and the seller of the existing business.
In a sole proprietary concern, it is the sole
proprietor, who is the sole owner of the business of his proprietary concern. Therefore, he owns all the assets, moveable and immovable, of the concern and he is liable to satisfy all the
liabilities of his sole proprietary concern. He has the absolute discretion, either to
continue running his business or sell the same to another person or to a company.
Since
the sole proprietor of a sole proprietary concern is only one person, who
constitutes the sole proprietary concern, he alone cannot form either a private
limited company, which requires at least two persons to subscribe to its
memorandum of association, nor can he form a public limited company, which
requires at least seven persons to subscribe to its memorandum of association,
as required.
However, if and when the sole proprietor of a
sole proprietary concern proposes to be a part of a private limited company or
a public limited company, he has to propose and sell his project and idea
relating thereto to other persons, in the case of a private limited company, to
at least one more person and in the case of a public limited company, to at
least six other persons. When he is in a position to muster the association of
the required number of persons and he has a viable project to be executed by
the proposed company, he may proceed to form a limited· company as per procedure
laid down. The persons, who take steps for the formation of a company, are
known as promoters of the company in their capacity as subscribers to the
memorandum of association of the company
After having done the aforesaid exercise, the
sole proprietor along with his associates should take the procedural steps for
the formation and registration of the company, as are detailed hereinafter.
