Partnership dissolution deed
This query is : Resolved
18 August 2012
One of my client wants to convert a partnership firm (consisting of 6 partners) into private company. For this purpose, plz find a dissolution deed/Agrrement copy of Partners to convert firm into company. My E-mail ID is cakaish@gmail.com
18 August 2012
Rather proceed on to form the company with one of the objectives as taking over the business, assets... and whatever from the XXX partnership firm. This will ease out the situation.
19 August 2012
Any one plz provide the deed
09 August 2024
To convert a partnership firm into a private limited company, a formal dissolution deed and a new agreement for the conversion need to be prepared. Below is a sample format of a dissolution deed to dissolve the partnership firm and an agreement for converting the firm into a company.
**Dissolution Deed of Partnership Firm**
---
**Dissolution Deed**
**This Deed of Dissolution** is made on this [Date] day of [Month, Year] by and between:
1. **[Partner 1’s Name]**, residing at [Address] (hereinafter referred to as "Partner 1").
2. **[Partner 2’s Name]**, residing at [Address] (hereinafter referred to as "Partner 2").
3. **[Partner 3’s Name]**, residing at [Address] (hereinafter referred to as "Partner 3").
4. **[Partner 4’s Name]**, residing at [Address] (hereinafter referred to as "Partner 4").
5. **[Partner 5’s Name]**, residing at [Address] (hereinafter referred to as "Partner 5").
6. **[Partner 6’s Name]**, residing at [Address] (hereinafter referred to as "Partner 6").
**Whereas:**
- The partners were carrying on business under the name and style of **[Firm Name]**.
- The partners have agreed to dissolve the firm and convert it into a private limited company.
**Now, Therefore, It is hereby agreed as follows:**
1. **Dissolution of Firm:**
- The partnership firm **[Firm Name]** is hereby dissolved with effect from [Effective Date of Dissolution].
2. **Settlement of Accounts:**
- The accounts of the firm shall be settled, and the assets and liabilities of the firm shall be distributed among the partners according to their respective shares.
3. **Liabilities:**
- All liabilities and obligations of the firm will be settled, and any remaining assets will be divided among the partners as per their capital accounts.
4. **Conversion to Company:**
- The partners agree to convert the firm into a private limited company under the name **[New Company Name]**. The partners shall take all necessary actions to incorporate the company and transfer the assets and liabilities of the firm to the new company.
5. **Authority to Execute Documents:**
- The partners authorize **[Partner/Authorized Person’s Name]** to execute all necessary documents and filings required for the conversion of the partnership firm into a private limited company.
6. **Release of Claims:**
- Upon the execution of this Deed and completion of the dissolution process, the partners release each other from any further claims, demands, or liabilities arising from the partnership firm.
7. **Miscellaneous:**
- This Deed shall be governed by and construed in accordance with the laws of [State/Country].
- Any disputes arising out of this Deed shall be resolved by arbitration in [Location].
**In Witness Whereof**, the parties hereto have executed this Deed on the day and year first above written.
**Partner 1:**
Signature: __________________________
Name: [Partner 1’s Name]
**Partner 2:**
Signature: __________________________
Name: [Partner 2’s Name]
**Partner 3:**
Signature: __________________________
Name: [Partner 3’s Name]
**Partner 4:**
Signature: __________________________
Name: [Partner 4’s Name]
**Partner 5:**
Signature: __________________________
Name: [Partner 5’s Name]
**Partner 6:**
Signature: __________________________
Name: [Partner 6’s Name]
**Witnesses:**
1. **[Witness 1’s Name]**
Signature: __________________________
Address: __________________________
2. **[Witness 2’s Name]**
Signature: __________________________
Address: __________________________
---
**Agreement for Conversion into Private Limited Company**
---
**Conversion Agreement**
**This Agreement** is made on this [Date] day of [Month, Year] between:
1. **[Partner 1’s Name]** (hereinafter referred to as "Partner 1").
2. **[Partner 2’s Name]** (hereinafter referred to as "Partner 2").
3. **[Partner 3’s Name]** (hereinafter referred to as "Partner 3").
4. **[Partner 4’s Name]** (hereinafter referred to as "Partner 4").
5. **[Partner 5’s Name]** (hereinafter referred to as "Partner 5").
6. **[Partner 6’s Name]** (hereinafter referred to as "Partner 6").
**Whereas:**
- The partners have agreed to dissolve the partnership firm **[Firm Name]** and convert it into a private limited company.
- The new company will be named **[New Company Name]**.
**Now, Therefore, It is agreed as follows:**
1. **Incorporation of Company:**
- The partners agree to take all necessary steps to incorporate a private limited company under the name **[New Company Name]**.
2. **Transfer of Assets and Liabilities:**
- All assets and liabilities of the partnership firm will be transferred to the newly formed company.
3. **Shareholding:**
- The shareholding pattern of the new company will be as follows:
- Partner 1: [Percentage/Number of Shares]
- Partner 2: [Percentage/Number of Shares]
- Partner 3: [Percentage/Number of Shares]
- Partner 4: [Percentage/Number of Shares]
- Partner 5: [Percentage/Number of Shares]
- Partner 6: [Percentage/Number of Shares]
4. **Execution of Documents:**
- The partners authorize **[Partner/Authorized Person’s Name]** to execute all necessary documents for the incorporation of the company and to represent the partners in all matters related to the conversion.
5. **Governing Law:**
- This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
6. **Dispute Resolution:**
- Any disputes arising out of this Agreement shall be resolved by arbitration in [Location].
**In Witness Whereof**, the parties hereto have executed this Agreement on the day and year first above written.
**Partner 1:**
Signature: __________________________
Name: [Partner 1’s Name]
**Partner 2:**
Signature: __________________________
Name: [Partner 2’s Name]
**Partner 3:**
Signature: __________________________
Name: [Partner 3’s Name]
**Partner 4:**
Signature: __________________________
Name: [Partner 4’s Name]
**Partner 5:**
Signature: __________________________
Name: [Partner 5’s Name]
**Partner 6:**
Signature: __________________________
Name: [Partner 6’s Name]
**Witnesses:**
1. **[Witness 1’s Name]**
Signature: __________________________
Address: __________________________
2. **[Witness 2’s Name]**
Signature: __________________________
Address: __________________________
---
### **Notes:**
1. **Customization:** Customize the format according to the specific details of your partnership firm and the new company.
2. **Legal Advice:** It’s advisable to consult with a legal professional to ensure compliance with local laws and regulations and to handle the formalities of conversion correctly.
You can use these sample formats to draft the necessary documents. If you require more specific advice or customization, consulting with a legal expert would be beneficial.
**Dissolution Deed of Partnership Firm**
---
**Dissolution Deed**
**This Deed of Dissolution** is made on this [Date] day of [Month, Year] by and between:
1. **[Partner 1’s Name]**, residing at [Address] (hereinafter referred to as "Partner 1").
2. **[Partner 2’s Name]**, residing at [Address] (hereinafter referred to as "Partner 2").
3. **[Partner 3’s Name]**, residing at [Address] (hereinafter referred to as "Partner 3").
4. **[Partner 4’s Name]**, residing at [Address] (hereinafter referred to as "Partner 4").
5. **[Partner 5’s Name]**, residing at [Address] (hereinafter referred to as "Partner 5").
6. **[Partner 6’s Name]**, residing at [Address] (hereinafter referred to as "Partner 6").
**Whereas:**
- The partners were carrying on business under the name and style of **[Firm Name]**.
- The partners have agreed to dissolve the firm and convert it into a private limited company.
**Now, Therefore, It is hereby agreed as follows:**
1. **Dissolution of Firm:**
- The partnership firm **[Firm Name]** is hereby dissolved with effect from [Effective Date of Dissolution].
2. **Settlement of Accounts:**
- The accounts of the firm shall be settled, and the assets and liabilities of the firm shall be distributed among the partners according to their respective shares.
3. **Liabilities:**
- All liabilities and obligations of the firm will be settled, and any remaining assets will be divided among the partners as per their capital accounts.
4. **Conversion to Company:**
- The partners agree to convert the firm into a private limited company under the name **[New Company Name]**. The partners shall take all necessary actions to incorporate the company and transfer the assets and liabilities of the firm to the new company.
5. **Authority to Execute Documents:**
- The partners authorize **[Partner/Authorized Person’s Name]** to execute all necessary documents and filings required for the conversion of the partnership firm into a private limited company.
6. **Release of Claims:**
- Upon the execution of this Deed and completion of the dissolution process, the partners release each other from any further claims, demands, or liabilities arising from the partnership firm.
7. **Miscellaneous:**
- This Deed shall be governed by and construed in accordance with the laws of [State/Country].
- Any disputes arising out of this Deed shall be resolved by arbitration in [Location].
**In Witness Whereof**, the parties hereto have executed this Deed on the day and year first above written.
**Partner 1:**
Signature: __________________________
Name: [Partner 1’s Name]
**Partner 2:**
Signature: __________________________
Name: [Partner 2’s Name]
**Partner 3:**
Signature: __________________________
Name: [Partner 3’s Name]
**Partner 4:**
Signature: __________________________
Name: [Partner 4’s Name]
**Partner 5:**
Signature: __________________________
Name: [Partner 5’s Name]
**Partner 6:**
Signature: __________________________
Name: [Partner 6’s Name]
**Witnesses:**
1. **[Witness 1’s Name]**
Signature: __________________________
Address: __________________________
2. **[Witness 2’s Name]**
Signature: __________________________
Address: __________________________
---
**Agreement for Conversion into Private Limited Company**
---
**Conversion Agreement**
**This Agreement** is made on this [Date] day of [Month, Year] between:
1. **[Partner 1’s Name]** (hereinafter referred to as "Partner 1").
2. **[Partner 2’s Name]** (hereinafter referred to as "Partner 2").
3. **[Partner 3’s Name]** (hereinafter referred to as "Partner 3").
4. **[Partner 4’s Name]** (hereinafter referred to as "Partner 4").
5. **[Partner 5’s Name]** (hereinafter referred to as "Partner 5").
6. **[Partner 6’s Name]** (hereinafter referred to as "Partner 6").
**Whereas:**
- The partners have agreed to dissolve the partnership firm **[Firm Name]** and convert it into a private limited company.
- The new company will be named **[New Company Name]**.
**Now, Therefore, It is agreed as follows:**
1. **Incorporation of Company:**
- The partners agree to take all necessary steps to incorporate a private limited company under the name **[New Company Name]**.
2. **Transfer of Assets and Liabilities:**
- All assets and liabilities of the partnership firm will be transferred to the newly formed company.
3. **Shareholding:**
- The shareholding pattern of the new company will be as follows:
- Partner 1: [Percentage/Number of Shares]
- Partner 2: [Percentage/Number of Shares]
- Partner 3: [Percentage/Number of Shares]
- Partner 4: [Percentage/Number of Shares]
- Partner 5: [Percentage/Number of Shares]
- Partner 6: [Percentage/Number of Shares]
4. **Execution of Documents:**
- The partners authorize **[Partner/Authorized Person’s Name]** to execute all necessary documents for the incorporation of the company and to represent the partners in all matters related to the conversion.
5. **Governing Law:**
- This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
6. **Dispute Resolution:**
- Any disputes arising out of this Agreement shall be resolved by arbitration in [Location].
**In Witness Whereof**, the parties hereto have executed this Agreement on the day and year first above written.
**Partner 1:**
Signature: __________________________
Name: [Partner 1’s Name]
**Partner 2:**
Signature: __________________________
Name: [Partner 2’s Name]
**Partner 3:**
Signature: __________________________
Name: [Partner 3’s Name]
**Partner 4:**
Signature: __________________________
Name: [Partner 4’s Name]
**Partner 5:**
Signature: __________________________
Name: [Partner 5’s Name]
**Partner 6:**
Signature: __________________________
Name: [Partner 6’s Name]
**Witnesses:**
1. **[Witness 1’s Name]**
Signature: __________________________
Address: __________________________
2. **[Witness 2’s Name]**
Signature: __________________________
Address: __________________________
---
### **Notes:**
1. **Customization:** Customize the format according to the specific details of your partnership firm and the new company.
2. **Legal Advice:** It’s advisable to consult with a legal professional to ensure compliance with local laws and regulations and to handle the formalities of conversion correctly.
You can use these sample formats to draft the necessary documents. If you require more specific advice or customization, consulting with a legal expert would be beneficial.
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