Specimen
Formation Agreement Deed To Convert Partnership Firm Into a Limited Company
THIS DEED IS
MADE BETWEEN:
1. S/o R/o (hereinafter referred to as
“the Party of the First Part “)
“the Party of the First Part “)
2. S/o R/o (hereinafter referred to
as “the Party of the Second Part”)
as “the Party of the Second Part”)
3. S/o R/o (hereinafter referred
to as “the Party of the Third Part”)
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”)
having its registered office at through
its Director (hereinafter referred to as “the Company”)
The Parties hereto are collectively called as
“the Parties”.
“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 .
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.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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
abitration 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 this deed may be resolved under the
abitration 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—
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
Director
Witness:
1.
2.
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