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1) What is a Sole Proprietorship?
Definition (commercial practice): A business owned and controlled by a single
individual
where the owner and the business are legally the same person.
Legal status: It is not a separate juristic entity (unlike a company/LLP). All
assets,
liabilities, profits, and losses are the proprietor’s.
Liability: Unlimited, personal liability—business debts can be recovered from
the
proprietor’s personal assets.
Name: You may trade under a chosen trade name (e.g., “ABC Traders”), but legally
it’s
still you, the individual.
Implication: Fast to start and low cost, but no limited liability shield. Choose
with eyes
open.
2) Applicable Laws (Framework)
There is no stand-alone central “Sole Proprietorship Act.” Instead, proprietors comply with a
stack of
general laws, depending on the business:
- Indian Contract Act, 1872 (contracts with customers/vendors).
- State Shops & Establishments Acts (commercial establishment registration).
- Tax laws: Income-tax Act, 1961 (ITR-3/ITR-4), GST laws (CGST/SGST/IGST) where applicable,
Professional
Tax (state-specific).
- Business-specific licences: e.g., FSSAI (food), Drug Licence, Trade/Health licences from
municipalities,
Factory licence, Weights & Measures, etc.
- IP laws (optional but recommended): Trademark Act (for brand protection).MSME (Udyam)
Registration—policy benefits, priority finance (optional but recommended).
3) Registration Pathways (What “registration” usually means)
A proprietorship becomes “visible” and bank-ready by obtaining identifiers & licences:
- PAN & Aadhaar of the proprietor (base identity).
- Shop & Establishment / Trade Licence (state/municipal)—often first proof of business
existence.
- Udyam Registration (MSME)—quick online certificate; useful for credit & tenders.
- GST Registration—mandatory if you cross the threshold or do inter-state taxable
supplies/online
platforms; optional otherwise.
- Professional Tax—enrolment (proprietor) and registration (if employing staff) in states where
applicable.
- Activity-specific licences—FSSAI (food), pollution consents, labour registrations (ESIC/EPF if
thresholds met), etc.
- Current Account—opened using the above licences/certificates as business proof.
There is no single “incorporation certificate” like a company’s COI. Your “proofs” are the
licences &
registrations you obtain.
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4) Documents Checklist (typical)
KYC: PAN, Aadhaar, passport-size photo.
Address proofs:
- Personal: Aadhaar/Passport/Driving Licence/Voter ID.
- Business premises: latest utility bill (electricity/water/property tax).
- If rented: Rent Agreement + Owner NOC.
Business proof (any of the following): Shop & Establishment certificate,
Udyam, GST
certificate, trade licence, professional tax registration.
Banking: FATCA/KYC forms, introduction/mandate (as per bank), licence
copies.
Sector-specific attachments: FSSAI docs (layout, food safety declarations),
municipality
forms, etc.
5) Step-by-Step Setup (Typical Flow)
- Consult & choose licences needed for your activity/state.
- Proof of premises: Arrange rent/ownership proofs; get NOC if rented.
- Apply for Shop & Establishment/Trade Licence (state/ULB portal).
- Apply Udyam (MSME)—fully online; instant certificate.
- GST registration (mandatory/beneficial): file online with address, bank, photos, Aadhar
e-KYC; respond
to officer queries if any.
- Professional Tax (if applicable in your state): enrolment (proprietor) and registration
(if employing).
- Open Current Account with your trade name (requires two or more business proofs in many
banks).
- Optional add-ons: trademark application, invoice templates, payment gateway onboarding,
accounting
setup.
Timeline (indicative): 3–10 working days depending on state portal speed, inspections (if
any), and GST
queries.
6) Taxation & Accounting
Income Tax: You file as an individual (business income under PGBP).
ITR-3 (regular books) or ITR-4 (Sugam) if choosing presumptive taxation (Sec 44AD/44ADA/44AE,
subject to
conditions/turnover caps).
Advance tax may apply. Maintain books if required (Sec 44AA) and Tax Audit if thresholds
under Sec 44AB are
breached.
GST: Register if compulsory (thresholds/inter-state/e-commerce) or strategic
(input tax
credit chain). File periodic GSTR-1/3B, annual return (if applicable), e-invoicing/e-waybill
where required.
TDS/TCS: Apply if you cross payer thresholds for certain payments
(contractors, rent,
professional fees, etc.).Professional Tax: Pay/enrol per state timelines; monthly/annual
returns where
applicable.
7) Banking, Invoicing & Record-Keeping
Current Account in trade name (e.g., “Rahul Rajpurohit trading as NoLegalPaisa Ventures”).
Invoicing: If GST-registered, issue GST-compliant tax invoices; otherwise
pro forma
invoices without GST.
Books & records: Maintain sales, purchases, expenses, cash/bank, fixed
assets; keep
licence copies, challans, returns, and approvals for audit trail.
Insurance: Consider professional indemnity, public liability, stock/fire,
cyber (if online
operations).
8) Advantages vs Limitations
Pros
- Fast, low-cost start; minimal formalities.
- Full control and privacy (no public ROC filings).
- Simple tax filing compared to company/LLP.
Cons
- Unlimited personal liability.
- Scaling, tenders, B2B contracts, and credit lines may be harder without stronger entity
proofs.
- Difficult to bring partners/investors; continuity risk (tied to proprietor’s life).
9) When to Choose Proprietorship (and when to switch)
Choose when: testing a concept, solo services, small retail/online sellers
under
threshold, local services.
Consider LLP/Private Limited when: hiring teams, raising capital, signing
larger B2B
contracts, or needing limited liability and investor-friendly governance.
Migration paths: Proprietorship → LLP/Company (via slump sale/business
transfer); plan GST
migration, PAN changes, and bank KYC carefully.
10) Common Pitfalls
- Running without S&E/Trade licence and then being unable to open a proper current
account.
- Skipping GST despite mandatory conditions (inter-state/e-commerce)—leads to penalties.
- Weak premises proofs (no NOC/lease), causing bank/GST rejections.
- No compliance calendar → missed PT/GST returns, interest & late fees.
- Not protecting brand early (no trademark), inviting copycats.