Convert an existing business into a company
Convert an existing business into a company under the companies act 2013. The new company registration as private limited company registration or public limited company registration.
Convert an existing business into a company
1.An existing business can be convert into a company in any of the following ways:
(a) by outright sale;
(b) by having partners of the firm the only shareholders of the new registration company.
(c) having a existing or new company become a partner of the firm which will be changed thereafter.
(d) under sections 230 to 232 of the companies act, 2013 by amalgamation
(e) by registration of under sections 366 of the Companies Act, 2013 existing joint stock company or existing joint family business.
2.Where the existing business is sold outright to a company. Whether the company is a private limited company registration or public limited company registration. A purchase agreement has to be executed by or on behalf of the company. Which is buying it and also by or on behalf of the proprietor. The partners of that existing business depending on. Whether the existing business is a proprietorship business or a partnership business.
3.In case of paragraphs J and 2 above:
(a) form a new company registration is depending on. The company to be organized will be a public limited company or private limited company. Convert your existing business into a partnership firm. Either make the partners of the firm. The shareholders of the new registration company or admit the new registration company as a partner in the firm.
(b) The proprietor of the existing business and any other one or more individuals.Whether, the company registration as private limited company registration or public limited company registration. The contributors to that company memorandum of organisation.
(c) Admit the other individual or individuals who will be contributors to the memorandum of organisation of the new registered company also as a partner or partners of the firm to be converted thereafter.
(d) Provide in your partnership deed. The transfer of all assets and liabilities of the firm to one of the partners in a company who will pay the variance to other partners.
4.In case of item l(c):
(a) where a new company is to be incorporated, form the new company as per Topic l or 2.
(b) dissolve the partnership with the business as a going concern to the company. Which is the partner of the partnership.
(c) other partners of the partnership firm as ensure of activity get shares provided by the registration of new company or existing company.
5. The memorandum of organization of the new registered company contains. An article is allowing the company to capture. The undertakings of an existing business in its main formations of document.
6.The articles of association of the new registration company afford power to its company directors. To enter into agreements is helping the acceptance of business.
7.Where the company is already an existing company. The memorandum of organization of the existing company contains. An article is allowing the company to capture. The propositions of an existing business in its major objects section.
8.If it is mentioned above under the section is not there then first change. The objects section of the memorandum of organization to include.
9. Where the company is already an existing company. The articles of organization of the company give control to its directors to enter into agreements assisting the acceptance of business.
11.File a copy of the agreement in an e-Form MGT-143 with the concerned ROC4 within 30 days of registration into the agreement. Under the Companies (Registration Offices and Fees) Rules 2014.
12.While filing the said e-Form electronically file the copy of the special resolution. The explanatory statement to the said e-Form as attachments.
13.The e-Form is subscribed by the secretary or managing director or director or manager of the new company in digitally.
14.The e-Form is verified by company secretary, chartered accountant and cost accountant.
15.If the registration of a special resolution is not filed within 30 days. The company is punishable with a fine of Rs.5 lacs.
16. Maintain a board meeting. Under the section 173 of giving notice to all the directors of the company . Pass a board declaration for allocation of shares to the other partners of the firm as contemplation of such assumption.
17. Every officer of the company shall pay a fine of Rs. 25,000.
18.If the new registration company is not a Private Limited Company. Then file in e- Form No. PAS-4IO. The private placement offer letter with the concerned ROCII within 30 days. From the circulation of the private placement offer letter, after acquiring it subscribed by all the directors of the new company registration.
19.File a Return of allotment in e-Form PAS-3 with the concerned ROC within thirty days of making the allotment (Section 39 of the 2013 Act) along with the required filing fee. As prescribed under the companies (Registration Offices and Fees) Rules, 2014.
20.While filing the e-Form PAS-314 electronically. File the enclosures as attachments to the said form. Also follow the steps given in Item Nos. 13 and 14 above for e-filing of this return.
22.Further keep in mind that the offences aforesaid mentioned in item Nos.15, 17 and 21 above are compoundable.
23. In case of item 1 (d), form a new company is depending on. The company registration as public limited company or private limited company. The new registration company will take up the existing business. Under a scheme of amalgamation vide.
24. In case of item 1 ( e) if your partnership firm. Either being a joint stock company within the meaning of Section (366 ). Being an existing joint family business wants to be registration of a company. Then deliver to the concerned ROC. The following documents and information along with Form No. URC-1. After obtaining name availability in terms of the provisions of Section 4 of the 2013 Act:
(a) an application in e-Form GNL-1 along with required fees as prescribed. Under companies act (Registration Offices and Fees) Rules 2014).
(b) a list of e-Form showing the names, addresses and occupations of all persons who on a day not more than six clear days. Before the day of registration were members of the company. The stock or shares held by each member is respectively. Comparing each share by its number in case the shares are numbered. Also a list displaying the occupations, names, addresses and of the directors and the manager, if any.
(c) a copy of partnership deed.
(d) (i) In case of a joint stock company a statement in e-Form containing the following specifics:
(A) the real capital profit of the company. The number of shares into the amount of stock of or which it is divided in it consists.
(B) the number of shares understood and the amount paid on each share.
(C) the company name has ‘Limited‘ or ‘Private Limited‘.
(D) a copy of the cancelling amount of secure. If you want to register it as a guarantee company in Chennai.
(ii) In case of an existing joint family business. A copy of the declaration holding the amount of secure. If such an existing business is planned to be registered as a company limited by secure.
25.Ensure that the aforesaid e-Forms and enclosures are filed electronically. The said enclosures have filed as attachments to the e-Forms. The director of the company has filed their business in Chennai and Bangalore, Kochi districts.
26.Please keep in mind that the ROC will continue to register partnership firm under Part IX of the companies act. As joint stock companies provided they fulfill the conditions prescribed under the said Act.
27.If the new registration company is a Private Limited Company. Then ensure that its minimum paid-up share capital is Rs.l lakh. Such higher paid-up capital as may be prescribed. Then, the registration is to be placed in the state of Chennai. If the new registration company is a Public Limited Company. Then ensure that its minimum paid-up share capital is Rs. 5 lakhs. Such higher paid-up capital as may be prescribed.