partnership firm converted in to company

This query is : Resolved

Balajirao (Querist)
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01 July 2008 All properties of partnership firm is transfered to company, is it coming under Capatial Gain ? if it is long term or short term...

S.Srinivasaraghavan

S.Srinivasaraghavan (Expert)
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01 July 2008 If it is convertion under chapter IX there is no capital gain liability. If it is transfer by sale it will be attracted.

Late CA Sampat Jain

Late CA Sampat Jain (Expert)
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01 July 2008 NOT REGARDED AS TRANSFER AND HENCE NO CAPITAL GAINS IF FOLLOWING CONDITIONS ARE SATISFIED:::::::::::::::::::

any transfer of a capital asset or intangible asset by a firm to a company as a result of succession of the firm by a company in the business carried on by the firm, or any transfer of a capital asset to a company in the course of [demutualisation or] corporatisation of a recognised stock exchange in India as a result of which an association of persons or body of individuals is succeeded by such company :]

Provided that—

(a) all the assets and liabilities of the firm [or of the association of persons or body of individuals] relating to the business immediately before the succession become the assets and liabilities of the company;

(b) all the partners of the firm immediately before the succession become the shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the succession;

(c) the partners of the firm do not receive any consideration or benefit, directly or indirectly, in any form or manner, other than by way of allotment of shares in the company; and

(d) the aggregate of the shareholding in the company of the partners of the firm is not less than fifty per cent of the total voting power in the company and their shareholding continues to be as such for a period of five years from the date of the succession;

[(e) the [demutualisation or] corporatisation of a recognised stock exchange in India is carried out in accordance with a scheme for 32[demutualisation or] corporatisation which is approved by the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);]

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Amit Bajaj

Amit Bajaj (Expert)
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01 July 2008 Agree with the treatment given by Mr Sampat Jain