CONVERSION
OF PARTNERSHIP INTO LIMITED COMPANY
Specimen
model of Deed to convert Partnership into a Limited Company
THIS
DEED IS MADE BETWEEN:
1.
__________ S/o ____________ R/o ___________ (hereinafter referred to as
"the Party of the
First
Part ")
2._________
S/o __________ R/o__________(hereinafter referred to as "the Party of the
Second
Part")
3.
_________ S/o _________ R/o___________(hereinafter referred to as "the
Party of the Third
Part")
4.
________________, a company incorporated under the Companies Act, 1956 having
its
registered
office at ____________ through its Director _____________ (hereinafter referred
to
as
"the Company")
The
Parties hereto are collectively called as "the Parties".
WHEREAS
1. The
parties have been carrying on the business of __________vide partnership deed
dated
________under
the name and style as "________" (hereinafter referred to as
"the firm") with its
Factory
at ___________.
2. The
firm is working well, to take it to new heights the party of the First, Second
and Third part
has
decided to dissolve the firm and thereafter the business be carried on by the
Company it will
make
easy to infuse fresh funds from public and near relations in business.
3. The party
of First, Second and Third part has already incorporated a company of same name
to
the
existing firm in which all of them are Directors.
4. The
company in its Board of Directors meeting dated_______ has passed a resolution
to take
over
the existing firm (Resolution appended as Schedule 1 of this Deed). The parties
have
recorded
the terms and conditions as decided among themselves and the party of the
fourth part
by
means of an agreement dated _________ between the firm and the party of the
Fourth part.
NOW
THIS DEED WITNESSED AS FOLLOWS:
1. In
pursuance of the said agreement, the partnership between the party of First,
Second and
Third
part vide partnership deed dated _____________ shall stand dissolved with
effect from the
date of
this deed (hereinafter called "the effective date"). The party of the
Fourth part shall
continue
the business upon dissolution of this Partnership Firm.
2. The
books of accounts of the firm shall be finalised upto the effective date and a
Profit & Loss
Account
and Balance Sheet is to be drawn up and audited by the auditor of the firm.
3. The
profits or losses accruing to the firm shall be shared in the ratio according
to the
partnership
deed dated _________ between them.
4. The
Balance of Capital Account of partners according to the audited Balance Sheet
shall be
converted
into equity shares @ Rs. ___/- per equity share of the Company, which are to be
rounded
off in hundreds.
5. No
transaction in the Bank Account of firm will take place after the effective
date except
cheques
already issued but not cleared by the bank and cheque received but not
deposited/cleared
by Bank
up to the effective date. The bank account of the firm maintained with
_________ Bank
shall
be closed after getting the firm accounts audited. The outstanding balance
after clearing of
all
cheques shall be transferred to the account of the account of the company upon
finalization of
firm’s
audited Balance Sheet.
6. All
the assets and liabilities of the firm as on the date of the dissolution (as
described in the
schedule
- 2 annexed hereto) shall stand converted in the name of company. Thereafter,
company
shall
be responsible for realising all debtors, moneys and advances of the firm and
to give
effectual
receipts and discharges for the same and for such substitution. The company
shall also
be
liable to pay all debts and liabilities of the firm.
7. The
parties hereto mutually release each other from the articles of the partnership
deed dated
_______
and from all claims and demands thereupon or in relation thereto.
8. The
party of First, Second and Third part covenants with the company that they
will, for the
period
of five years after the date of this deed will not directly - indirectly,
alone-jointly or as
agent
or employee of any person, firm or Company carry on or engage in any activity
or business
which
shall be in competition with the business now carried on by the company. .
9. Any
disputes or differences in respect of any clause in this deed may be resolved
under the
arbitration
of________ s/o ________ r/o________________ and the provision of Indian
Arbitration
and Conciliation Act, 1996 shall apply to the arbitration proceedings under
this
clause.
The decision of the arbitrator shall be final and binding on the parties
IN
WITNESS WHEREOF, the parties hereto have hereunto signed and executed this deed
of
dissolution
on this _______ day of _________ 20—
SCHEDUE-1
SCHEDULE-2
Signed
and delivered by __________
Signed
and delivered by__________
Signed
and delivered by__________
Signed
and delivered for and on behalf of the Company
Director
Witness:
1.
DISCLAIMER: THE ARTICLE IS BASED
ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF
THE PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT
RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.
THE AUTHOR – CS
DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS
PROFESSIONALS LLP) AND CAN
BE REACHED AT CONTACTHHPRO@GMAIL.COM OR
9910248911.
0 Comments