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Abhijeet   01 June 2017

Conversion of sole proprietorship into partnership

Their is a sole proprietorship concern engeged in the business of Supply of various skilled and semi-skilled labours in various government projects. The sole proprietor wishes to convert the said concern into either partnership or LLP which ever is easy and convinient. Kindly advise as how to move forward and whether partnership is to be formed or LLP to be incorporated. The concern is having some fixed assets in its name and also various vehicles and other assets are in the name of the said concern and also in the name of proprietor and there are certain secured loans prevailing in the concern. what will happen to all the liablities and assets and further how to smoothly transact. The concern also have some long term agreements with government departments. also advise what will happen to all those tenders which are being awarded. Thanks in advance.


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 10 Replies

Ms.Usha Kapoor (CEO)     02 June 2017

FOR CONVERTING SOLE PROPRIETAERYSHIP TO LLP IN iNDIA REFER THE FOLLOWING WEBSITE: WWW.lEGALWIZ.IN/PROPRIETARYSHIP TO-LLP

Firdosh Kassam (Karachiwala) (ADVOCATE & SOLICITOR firdoshkassam@hotmail.com)     02 June 2017

LLP is more preferable than a partnership as liability is limited in an LLP whereas in a partnership there is unlimited liability.

The balance sheets should very clearly mention which assets belong to the original proprietary firm and should clearly state that those assets are not partnership assets. 
The partners should decide about the past liabilities incurred by the proprietary firm. The liabilities incurred after the LLP is formed and registered, those liabilities should be shown as liabilities of LLP unless the partners mutually agree upon taking over the past liabilities also.
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Abhijeet   02 June 2017

Thank you Firdosh Sir. But one more issue ibothering me is about the tax liablity that will arise to the proprietor. As the said conversation is not subject to sec 47of Income Tax Act and trasnfer of capital asset to firm as capital brought in by partner would attract capital gain in the hands of partner who was earlier sole proprietor. kindly advise what to do in such a senerio. 

Firdosh Kassam (Karachiwala) (ADVOCATE & SOLICITOR firdoshkassam@hotmail.com)     02 June 2017

As far as capital gains are concerned you must be aware that the law is amended and the capital gains tax is reduced from 3 yrs to 2 yrs. The capital gains, if any, can be invested in the National Security bonds. However, since this is a business asset this provision may not apply and for that you may consult your tax consultant regarding the transfer of asset to partnership firm.

Law Aspire (Legal)     02 June 2017

Secured Loans can be transferred only after obtaining NOCs from lenders.
First of all form the partnership or LLP and thereafter transfer all the assets and liabilities in the name of the partnership firm or LLP.
It can be a slump sale agreement.
U will have to see the impact of taxation.

Abhijeet   02 June 2017

Thank you Firdosh Kasam Sir

Abhijeet   02 June 2017

Law Aspire : if we consider it as slum sale then according to me Income tax shall be charged. Kindly advise as to whether we need  to draft a trasnfer deed or we can do that through incorporating a clause in partnership deed/LLP Agreement.

Alaina Agnes (Writer)     09 June 2017

They are wholly owned companies, engaged in a variety of government projects to provide a variety of skilled and semi-skilled labor essay help. The only owner wants to turn the concern into a partnership or llp, both of which are easy and convenient.

S.Murugappan (B.A B.L)     16 June 2017

Hi,

Apply for an employer identification number (EIN) to use in business transactions. You need this number to get a bank account in the partnership's name and to hire employees. When applying for the EIN, confirm that the number is for a partnership.

 


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Law Aspire (Legal)     16 June 2017

Originally posted by : S.Murugappan
Hi,

Apply for an employer identification number (EIN) to use in business transactions. You need this number to get a bank account in the partnership's name and to hire employees. When applying for the EIN, confirm that the number is for a partnership.

 


Income Tax Calculator | Tax Lawyer | Import Procedure | Legal Advice

From which authority EIN needs to be obtained. kindly clarify 


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