company law
archana shah
(Querist) 06 July 2009
This query is : Resolved
can any one provide me the formate of agreement for takeover or conversion of proprietary firm to newly incorporated pvt. com. whose main object is to takeover the proprietary business
Manish Singh
(Expert) 06 July 2009
for this you must mention as object in the Moa of the new company which should specify the take over of the business and liabilty of the proprietor concern. make the proprietor as one of the subbscriber to the memorandum. also in the aoa mention the power of diectors to enter into contracts with the proprietorship concern to take over assets and liabilites and all that.
i have read in a book that you must form a partnership firm first where the company shall be one of the partner and further the new company shll take over the assets and liabilties of the firm. please check with that.
make sure to convene a board meeting after after incorporation to validate such contracts and in agm, allot shares accordingly.
drfat the agreement wherein th main clauses shall be :
1. the assets and liabilties of the concern i.e. the individual shall be taken over by the company and in respect of the same a share ..% shall be isued to that person and whose name shall be borne in the memorandum as subscriber.
this already cotains the consideraion so no need of any further consideration.
2. mention that the individual shall be made director of the company.. i
further include all the clauses as per your requirements.
use any general for of share acquisition agreement and modify it as per your needs.
Manish Singh
(Expert) 09 July 2009
I would also like to add that please keep in mind the provisions of Income Tax act pertaining to transfer since if u dont follow the same, it shall attract capital gains tax.
