General Partnership vs Sole Proprietorship
One owner: proprietorship. Two or more people sharing profits: a partnership — with unlimited joint liability (s.25) — or, more usually today, an LLP. Informal revenue-splitting between proprietorships documents nothing.
Partnership vs. Proprietorship: Shared Business or One Owner
Honest, statute-cited comparison — no referral fees, no upsell. Every claim on this page ties back to the Companies Act 2013, LLP Act 2008, Income Tax Act, or the current FDI Policy.
Two people splitting revenue through separate proprietorships is not a substitute for documenting who owns assets, signs contracts, bears losses, and can bind the business. Informal arrangements usually fail when one partner leaves or a client claims against the venture.
The statute table
Every row cites its instrument. Where the claim is not sourced to the on-disk statute corpus (Companies Act 2013, LLP Act 2008, Indian Partnership Act 1932, SEBI AIF Regulations), the row carries a [VERIFY] flag instead of a citation.
| Row | General Partnership | Sole Proprietorship |
|---|---|---|
| Ownership | Partners carry on business in common with a view to profit.s.4, Indian Partnership Act, 1932 | One individual owns everything; there is no separate legal person.[VERIFY] — no central incorporation statute |
| Minimum members | 2 or more partners.s.4, Indian Partnership Act, 1932 | 1 owner.[VERIFY] — no central incorporation statute |
| Liability | Every partner is liable jointly and severally for all acts of the firm.s.25, Indian Partnership Act, 1932 | Unlimited personal liability for business obligations.[VERIFY] — no incorporation statute |
| Compliance load | Registration is optional (s.58–59); no MCA annual filings.s.58, s.59, Indian Partnership Act, 1932 | No MCA filings; PAN/TAN/GST registrations only as applicable.[VERIFY] |
| Audit trigger | [VERIFY] Tax audit above the Income-tax Act threshold; no statutory audit otherwise.[VERIFY] s.44AB, Income-tax Act, 1961 — not in on-disk corpus | [VERIFY] Tax audit above the Income-tax Act turnover threshold.[VERIFY] s.44AB, Income-tax Act, 1961 — not in on-disk corpus |
| Conversion path | Registration optional (s.58–59); a firm may convert into an LLP under s.55, or register as a company under s.366.s.58, s.59, Indian Partnership Act, 1932; s.55, LLP Act 2008; s.366, Companies Act 2013 | No statutory conversion — succession happens by novating contracts, assigning assets, or incorporating and transferring the business to it.[VERIFY] — no incorporation statute in the on-disk corpus |
| Tax treatment | [VERIFY] Taxed as a firm where s.184–186 conditions are met; partners taxed on share.[VERIFY] Income-tax Act, 1961 — not in on-disk corpus | [VERIFY] Taxed as the individual's income at slab rates; presumptive chapters may apply.[VERIFY] Income-tax Act, 1961 — not in on-disk corpus |
Side-by-side
- ✓Extremely easy to set up — just a Partnership Deed on stamp paper.
- ✓No mandatory MCA filings. Annual ITR-5 and GST compliance only.
- ✓Flexible profit and loss sharing between partners.
- ✗Joint and Several Liability. Your partner's ₹20L fraud is 100% your personal debt.
- ✗No separate legal identity — legally indistinguishable from the partners themselves.
- ✗A single partner's death or retirement can legally dissolve the entire firm.
- ✗Cannot raise equity, issue ESOPs, or attract FDI.
- ✓Zero MCA registration cost. A trade license, GSTIN, or MSME/Udyam registration can help support bank onboarding, subject to the bank's KYC policy.
- ✓All profits flow directly to your personal ITR. No double-taxation.
- ✓Virtually zero annual compliance — file ITR-3/4 and GST returns and you're done.
- ✓Total annual compliance cost: under ₹5,000.
- ✗You and the business are legally the same person. A ₹50L lawsuit goes after your house, savings, and car.
- ✗No separate legal identity — cannot sign contracts or hold assets as a 'company'.
- ✗Cannot raise equity — VCs, angels, and ESOPs are structurally impossible.
- ✗Business legally dies when you do. Zero continuity.
Head-to-head on the metrics that matter
Scores are makeitlegit's own 0–10 ratings, published in the entity engine and updated as regulation changes.
Three founders, three answers
The table above is law; this is how it lands for three common situations.
The proprietorship is the business; there is nothing to register with a partner. Adding structure here adds cost without adding an owner.
Carrying on business in common with a view to profit is a partnership (s.4) whether or not they register it — and liability is joint and several (s.25) either way. Document it, or pick the LLP.
Separate proprietorships mean no shared ownership, no binding authority, no exit mechanism. The first dispute or claim exposes the gap; the LLP agreement (s.23) is what closes it.
Which one should you actually pick?
Choose a proprietorship when one person owns and controls the business. Choose a partnership only when the partners deliberately accept shared ownership and unlimited liability; compare an LLP if limited liability and a written partner framework are important.
Next steps
Registered? The quarterly TDS returns have now begun.
Any entity that deducts TDS on contractor, professional, rent, or salary payments files 24Q/26Q by 31 Jul / 31 Oct / 31 Jan / 31 May — with ₹200/day late fees under s.234E. The TDS Compliance hub covers the s.194 series, TRACES corrections, and Form 16/16A.