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Tipsy (importer)     27 September 2008

Conversion of PVT Ltd Co to Partnership firm

1. Can Pvt Ltd Company in mumbai can be converted to partnership frim with same directors

2. We have invested Rs 15 Lakhs in Stock Market

3. What is the procedure for closing down a Pvt. Ltd. Co.

4. Suppose we sell the share and distribute among 3 directors, what is tax liability

5 Is it necessary to file Winding Up Petition or is there any easier practical method.

Bharat Parekh


 6 Replies

Manish Singh (Advocate)     27 September 2008

you will have to wind up the company first and then make partnership deed amongst all the directors to be a partner in that firm.

yes winding up is neccessary. you can hold a general meeting and then make a special resolution for voluntary winding up but you need to apponit a liquidator for the winding up. you also need to publish the winding up resolution and make the resolution registered with the regitrar.

SHEKHAR MISHRA (public servant)     28 September 2008

Manish    is    right.

Abhishek (Lawyer)     28 September 2008

I would just like to say that , adding to the above advise it is also necesary tht u give a copy of your resilution, to wind up, to the concerned registrar of the company so that he can make nesessary entry therein.

Besides liability wise also , if u have any u ll need to consult your creditors and there assent is also as omporatnt. as far ur acounts go , the companies profit account will be distributed amongst shareholder only when the liability widthe creditors are taken care of .

as far as ur question of converting a company to a partnership form goes it can be only done by first winding up the company and then  registering a partnership firm. Company and a partnership firm are completely diffrent entity vise and dont sahre the same or smillar charecter as far as the identity goes, not only this but hte offices where u ll have to get registered the fir and the company are also diffrent and either have no connection or connections for a limited purose.

Since i dont know much of the details of the company u r talking about , i m afraid the information could not bbe very specific. in case u need more guidance , u may contact me at akroy.lawyer@gmail.com

suszen (typist)     01 October 2008

Good to read this forum and you will have to wind up the company first and then make partnership deed amongst all the directors to be a partner in that firm.







ca.bhupendrashah (FCADISA)     01 October 2008

read section 47[xv] and relevant portion of IT ACt

sethu   02 November 2015

I also wants to convert my pvt ltd company partnership without winding up, as we imported machineries against 0% duty with export obligation.    We did manage to complete 30% of the obligation and for remaining it will take atleast couple of the years.   But would like to convert immediately.

So I learned from the above that it is not possible to convert directly.   But can I start a partnership company with same directors and buy this pvt ltd company then changing the name of the company is possible with partnership entity?   Or can we buy the pvt ltd co by partnership and buy the assets and close the pvt ltd company is possible?    Please also note that, we have to fulfil the export obligation in the new partnership company, is it that possible?

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