How do I convert my sole proprietorship into a private limited company and carry over GST, the bank loan and my customer contracts?

Structure: incorporate the company through SPICe+, then sell the business as a going concern to it under a business transfer agreement, with the company issuing you shares as consideration. If you hold at least 50% of the voting power for five years and all assets and liabilities go across, section 47(xiv) treats the transfer as not giving rise to capital gains.

GST: the transfer of a business as a going concern is an exempt supply (entry 2 of Notification 12/2017), so no GST on the sale itself. The company takes a fresh GSTIN; you file Form ITC-02 to move unutilised input credit from the proprietorship, then cancel the old registration. A fresh IEC is needed in the company's name; the DGFT portal links it to the new PAN.

Bank loan: the lender will novate the facility to the company after fresh sanction and documentation, usually with your personal guarantee continuing. Customer and supplier contracts need an assignment letter or a short novation signed by the counter-party; export orders in hand should be re-confirmed in the company's name before shipment so the shipping bill, FIRC and GST refund all line up.

Also: new PAN and TAN, Udyam re-registration, transfer of employees with PF continuity, and a new current account before the first export.