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.