Conversion of Partnership Firm into Pvt Ltd Company

1. If you are converting Partnership firm into Pvt Company by making all partners of the firm the only subscribers to MOA and the only shareholders of the company ensure that existing partners must only subscribe to memorandum and no one else.

2. Provide in object clause of MOA of the company a specific clause which permits the company to acquire business and also assets and liabilities of partnership firm

3. Provide in AOA the power of directors to enter into agreement and adopt agreements relating to acquisition of business and also assets and liabilities of partnership firm

4. Provide in AOA issue and allotment of shares to all subscriber shareholders who are partners of partnership firm, in lieu of all the shares being transferred to the company.

5. Ensure partnership deed contains provision of transfer of all shares to the company as one mode of dissolution.

6. Once company is formed dissolve the partnership firm.7. Convene a board meeting as per sec 286 to adopt the agreement entered into by

company and partners of the firm for facilitating the acquisition of business of partnership firm and transfer the shares of partners to company by passing a board resolution in the said meeting.

8. File the agreements in point 7 with roc within 30 days of their adoption.9. Hold EGM along with relative explanatory statement passing the special

resolution in form 23 with ROC within 30 days.10. File return of allotment of shares to partners in form 2 within 30 days from date of

allotment.