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Conversion of Partnership into Private Limited Company

Courtesy/By: Aarushi Ghai | 2021-01-03 12:31     Views : 285

A partnership is a form of business arrangement that is defined as an association of two or more individuals, who have joined hands to run the business and share the profits and losses which are incurred during the course of business. 

At times the partners in the partnership firm may wish to expand its business and therefore convert the same into a Private Limited Company. A Private Limited Company is a corporate body consisting of members who have limited liability. It enjoys all the benefits of a private company. 

In the process of conversion of a partnership firm into a Private Limited Company, there is a standard set of procedures that needs to be followed. The requirements that need to be fulfilled by a partnership firm to be eligible for conversion are: 

  1. The Partnership firm should be a registered firm with two or more partners
  2. The minimum share capital required is Rs 100,000 (one lac) for conversion
  3. The partnership deed signed by the partners must contain the provision that allows such conversion
  4. An agreement should be signed by all the partners in the firm of the conversion of the firm into a Private Limited Company. 
  5. In case the partnership deed does not have the required provision, then the deed must be altered.
  6. There is a requirement of a minimum of two directors and shareholders for conversion. The director and the shareholder can be the same person. 
  7. All the directors must have the Director Identification Number (DIN), and lastly
  8. There is a requirement for the digital signature of at least two of the directors. 

There is a set procedure that the firm needs to follow apart from the above-stated requirements. For converting the partnership firm, a meeting should be held by the partners to obtain the consent of all the partners to go ahead with the conversion. The partners must also gain the consent of the secured creditors of the firm through the Non-Objection Certificate. After this, an application is made to obtain the approval for the name of the purposed company through RUN. 

As per section 374 (b) of the Companies Act 2013, the firm that is seeking conversion must publish the advertisement in the newspaper. The advertisement must be published in two newspapers one in English and the other in any vernacular language. 

The next step is the file an affidavit. The affidavit must be duly notarized by all the partners in the firm. The same should be submitted to the authority where the firm was initially registered. This is for the dissolution of the partnership firm. 

Once that is done, the partners need to file all the necessary documents with the Registrar of Company to get approval for conversion and the registration of the firm as a Private Limited Company. The firm must also prepare the necessary documents such as the Memorandum of Association and Articles of Association. After the firm is converted, it may also change its registered office address. There is no obligation under the companies act that the firm must continue operating at the same registered office. 

 

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.

Courtesy/By: Aarushi Ghai | 2021-01-03 12:31