conversion of partnership firm in to pvt. ltd. company
veerabhadram empaty
(Querist) 04 July 2011
This query is : Resolved
one partnership firm acquired immovable property in its name.later on it had merged with another partnership firm and carried out its business by transferring its assets and liabilities through mou executed between the two firms. subsequently two firms have decided to demerge and executed another mou declaring all the assets and liabilities shall remain same when they have entered in to mou for merging. later first firm had altered its name in to another under act,1932. later on the said firm had converted in to a private ltd. company under part-IX of the companies act,1956. my query is that whether the immovable property acquired by the first firm is transferred to the present pvt ltd company and if it is transferred, whether the company is entitled to deal with it. no registered document is present saying that the assets and liabilities of the firm transferred to pvt. ltd. company, except the merge and demerge mous between the firms.
Ms. Khushnuma Khan
(Expert) 07 July 2011
As per the understanding given by you, the two firms have demerged with their respective their properties going back as they stood at the time of merger. Now the first Partnership firm has converted under Chapter IX of the Companies Act, 1956 then by virtue of section 575 of the Chapter IX of the said Act, all the properties movable or immovable including actionable claims, will vest in the new company from the date of its registration. The effect of the section is that there is an automatic transfer from the old company to the new company. The vesting being statutory no registered instrument of transfer is necessary.
