Re: Conversion of firm in pvt. ltd.
Shariq
(Querist) 20 April 2009
This query is : Resolved
Dear Sir,
I have a Partnership Firm based at Kanpur,Uttar Pradesh. Now I want to convert my firm into a Pvt. Ltd. Co. Is it Possible if yes pls tell me detailed procedure for the same & also tell me it will be beneficial for me as per taxation veiw or not.
Pls mail me on shariq_ik@yahoo.com
Thanks
adv. rajeev ( rajoo )
(Expert) 21 April 2009
U can convert ur partnership to pvt., ltd., co., U have to prepare a Articles of Association giving the details of managing directors and ur co., Minimum 2 members required for the pvt., ltd., co., The Registrar of the Comapnay is the registrar to register the companies. Some time it helps to reduce the tax.
Jaswant Singh
(Expert) 21 April 2009
You have to search that whether the company which you want to registere with ROC is already registered or not. If not then you have to draft Assoication of Articles and Memorandum of Association having at least two directors with their share capital in the company
M. PIRAVI PERUMAL
(Expert) 21 April 2009
A private Company can be formed either by i. incorporation of a new company for doing a new business , or ii. conversion of existing business of a sole proprietory concern or partnership firm into a company. A sole proprietory or partnership business can be converted into a company in any of the following ways: 1. By outright sale of the business as a going concern. It may be a block sale where the following takes over all the assets and liabilities of the firm or it may be partial take over of certain assets and liabilities. The consideration may be based on itemized sale or it may be on slump sale basis. 2. A company becoming a partner of the firm which will be dissolved thereafter by making partners of the firms the only shareholders of the newly incorporated company for which the following steps should be taken: (i) Form a private company as per the procedure. (ii) The proprietor of the existing business alongwith some other persons (generally, family members and friends) or the partners of the existing firms, are the subscribers to the Company Memorandum of Association (iii) Make the newly formed company a partner with the sole-proprietor or the partners of the existing business. For this purpose a fresh partnership deed is to be executed. (iv) Make a provision in the new partnership deed for the transfer of all assets and liabilities of the firm to any one of the partners who will pay off to the other partners. (v) Dissolve the partnership with the whole business going to the company as the sole continuing partner. (vi) Every other partner of the firm (or the proprietor) gets shares in the company in lieu of his interest in the firm on dissolution. PRELIMINARIES - PROMOTERS / REGISTERED OFFICE PROMOTION The promotion of a company comprises of the preliminary preparatory steps leading to its incorporation. A promoter is a person who brings about the incorporation and organization of a corporation. He brings together the persons who become interested in the enterprise, aids in procuring subscribes and sets in motion the machinery which leads to the formation itself. Who can be a Promoter? Any person who is capable of entering into a contract can be a promoter. Minor, undischarged insolvent, a non-resident without the general or special permission of the Reserve Bank of India, partnership firm, HUF and persons working in professional capacity cannot be promoter. REGISTERED OFFICE The promoters have to take an important decision as to the place of registered office of the proposed company. The name of the state has to be specified in the application for availability of name in Form 1-A and in the Memorandum also. The application in Form 1-A and other documents of registration shall then be field with the Registrar of Companies having territorial jurisdiction over that state. The exact location of the registered office should be informed to the Register in Form 18, within 30 days of incorporation of the company. NAME The name of a corporation is the symbol of its personal existence. Any suitable name may be selected subject, however, to the following instructions: i. No company can be registered with a name which in the opinion of the Central Government is undesirable. ii. The name of the company should not be identical with or should not too nearly resemble, the name of another registered company, for such name may be declared undesirable by the Central Government. iii. Whatever be the name of the company if the liability of the members is limited the last word of the name must be ‘Limited’ and in the case of a private company ‘Private Limited’ iv. Name of the Company must be printed on the outside of every place where the business of the company is carried on. Such name including the address of the registered office, must also be mentioned on all business letters and other official publications, on all negotiable instruments issued or endorsed by the company and on all other orders, receipts, etc. Application for Availabili
