Hi,
We want to change a partnership in to a PVT Co., So, should we also do the registry of Building (Fixed Assets) in the name of Company or we can hold the building in the name of Partnership firm.
Atal Gurnani (Manager- Finance) (28 Points)
25 January 2010Hi,
We want to change a partnership in to a PVT Co., So, should we also do the registry of Building (Fixed Assets) in the name of Company or we can hold the building in the name of Partnership firm.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 25 January 2010
here i m gving the procedure in book's language..
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 25 January 2010
PROCEDURE
1. Form a new company as per the Procedure 1.1 for incorporation of a company
depending on whether the company to be formed will be public or private.
2. Convert the existing business into a partnership firm and either make the
partners of the firm the only shareholders of the newly incorporated company or
admit the newly incorporated company as a partner in the firm.
3. See that the proprietor of the existing business and any other one or more
individuals, as the case may be, depending on whether company to be
incorporated is a private or public company, are the subscribers to that
company's MOA. [Section 12]
4. Admit the other individual or individuals who will be subscribers to the MOA of
the newly incorporated company also as a partner or partners of the firm to be
converted thereafter.
5. Provide in the partnership deed, the transfer of all assets and liabilities of the
firm to one of the partners who will pay the difference to other partners.
6. Before registration under Part IX, the following documents must be delivered to
the ROC:
(a) A list showing the names, addresses and occupations of all partners (Not
less then seven) who on a day named in the list, not being more than 6 clear
days before the date of registration were members of the company, with the
addition of the shares or stock held by them respectively, distinguishing, in
cases where the shares are numbered, each share by its number. The
company must consist of at least 7 or more members.
(b) A copy of the Act of Parliament or other Indian Law, deed of settlement or
deed of partnership or other instrument constituting or regulating the
company.
7. If the company is intended to be registered as a limited company, a statement
specifying the following particulars:—
(a) nominal share capital of the company and the number of shares into which
it is divided or the amount of stock of which it consists;
(b) number of shares taken and the amount paid for each share;
(c) name of the company, with the addition of the word "Limited" or "Private
Limited" as the case may be, as the last word/words, in case the company is
being registered with limited liability;
(d) name approval letter from the Registrar of Companies. Where the name
sought by the company is, in the opinion of the Central Government,
undesirable, the Company may with the approval of the Central
Government signified in writing change its name with effect from the date
of its registration under Part IX. However, assent of members to such
change will be required in a manner similar to the manner mentioned above.
8. In case of a company intended to be registered as a company limited by
guarantee, a copy of the resolution declaring the amount of guarantee and a list
showing the names, addresses and occupations of the directors and the manager
of the company.
9. All above statements must be filed electronically in e-Forms No. 37 and 39. The
ROC may call for additional details in order to verify whether a company can be
registered under Part IX of the Companies Act, 1956.
10. On compliance with the provisions of Part IX and on payment of the prescribed
fees, the Registrar shall certify that the company has been incorporated as a
company.
11. Once the new company is formed, dissolve the partnership firm with the
business as a going concern going to the company, which is the partner of the
partnership firm. Other partners of the partnership firm as a result of dissolution
get shares issued by the new or existing company.
12. MOA of the newly incorporated company shall include a clause permitting the
company to acquire the undertakings of an existing business in its main objects
clause. If the above mentioned clause is not there then first alter the objects
clause of the MOA.
13. AOA of the newly incorporated company shall give power to its directors to
enter into agreements facilitating the acquisition of business.
14. Where the company is already an existing company, see that the AOA of the
company gives power to its directors to enter into agreements facilitating the
acquisition of business. If such a provision is not there in the AOA, get the
Articles suitably amended.
15. Convene a Board meeting after giving notice to all the directors of newly
incorporated company to pass the following resolutions:
(a) adopt the agreements entered into by the company and the partners of the
firm for facilitating the acquisition of the business of the partnership firm.
(b) transfer of shares of the partners of the company in lieu of allotment of
shares of the said company.
(c) to fix the date and time for a general meeting and approve the notice to be
sent to the members for passing a special resolution under section 81(1A).
16. After getting the approval of the members by special resolution, file e-Form 23
electronically with the concerned ROC within thirty days after paying the
requisite fee as prescribed under Schedule X to the Companies Act, 1956.
17. Hold a Board meeting after giving notices to all the directors of the company
and pass a Board resolution for allotment of shares to the other partners of the
firm as consideration of such acquisition.
18. If the newly incorporated company is not a private company, then file a
statement in lieu of prospectus in the Form given in Schedule IV with the
concerned ROC at least three days before the allotment of shares, after getting it
signed by all the directors of the new company.
19. File a Return of Allotment in e-Form 2 electronically with the ROC within 30
days of making the allotment alongwith the required filing fee, as prescribed
under Schedule X to the Companies Act, 1956.
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