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There are seven grounds upon which a court can order the compulsory winding up of a company, if petitioned to do so. Alternatively, the members of the company may resolve to wind the company up voluntarily. Such a voluntary winding up could either be a members’ voluntary winding up or a creditors’ voluntary winding up. We begin this chapter by considering these different processes by which a company can be wound up, and then set out the order in which creditors of liquidated companies are paid. We conclude our study of company liquidation with an outline of certain types of liability which can arise as a consequence of insolvency. Having completed our study of company law, we then consider the law relating to limited liability partnerships. We consider the nature of LLPs, how they are formed, how members join and leave, the members’ relationship with each other, minority protection and winding up. Having considered the law relating to LLPs, we will then be in a position to consider the advantages and disadvantages of trading as a company, an LLP or a partnership, while referring to matters of law previously covered. AIMS & OBJECTIVES According to Sec 21 of the Indian Companies Act of 1956, a company can change its name with the approval of the Central Government. It must be made in writing and must be made through a special resolution.The steps are as follows: 1. Board meeting for deciding the agenda for change in name citing the reasons for the proposed change in name of the company 2. Seeking name availability for proposed new name from the Registrar of Companies with Rs. 500/3. Approval of members in general meeting as per Sec. 21 as the name change will involve amendments in the Memorandum of Association and Articles of Association. So special resolutions are required to be passed
METHOD & METHODOLOGY Winding up of a company is defined as a process by which the life of a company is brought to an end and its property administered for the benefit of its members and creditors. An administrator, called the liquidator, is appointed
retirement of partners. Section 39 provides that the dissolution of partnership between all the partners of a firm is called the dissolution of the firm. the dissolution of the company takes place. dissolution of the firm denotes complete breakdown of the contractual relationship between all the partners or termination of the partnership business. collects its assets. it is a case of dissolution of partnership. Therefore. When the affairs of a company are completely wound up. The procedure for winding up differs depending upon whether the company is registered or unregistered. pays debts and finally distributes any surplus among the members in accordance with their rights. the company's name is struck off the register of the companies and its legal personality as a corporation comes to an end. expulsion or insolvency or death of a partner etc. On dissolution. What are the procedures for dissolution of Partnership Firm in India ? The Indian Partnership Act makes a distinction between dissolution of firm and dissolution of partnership. Dissolution by Agreement: . A company formed by registration under the Companies Act. Therefore. Modes of Dissolution of a Firm: A partnership firm may be dissolved under the following circumstances: 1. in dissolution of partnership the change in contractual relation of the partners may arise because of admission of new partners.and he takes control of the company. Dissolution of the firm involves dissolution of partnership but dissolution of partnership may not imply dissolution of firm. But when the existing contractual relationship is terminated and the business continues. It also includes an existing company. 1956 is known as a registered company. At the end of winding up. the company will have no assets or liabilities. which had been formed and registered under any of the earlier Companies Acts.
the firm may be dissolved by any partner giving notice in writing of his intention to dissolve the firm. ii. When the business of the firm becomes unlawful because of happening of some event. iv. ii. Adjudication of a partner as an insolvent. Dissolution by Notice: Where the partnership is at will. The partnership agreement may provide that the firm will not be dissolved in any of the above circumstances. Dissolution on the happening of certain contingencies: Subject to contract between the partners. 3. 2. Compulsory Dissolution: A firm is compulsorily dissolved under any of the following circumstances : i. the firm may be dissolved with the consent of all the partners or in accordance with a contract between the partners. . When all the partners or all but one are adjudged insolvent. The firm is dissolved from the date mentioned in the notice as the date of dissolution. a firm can be dissolved on the happening of following circumstances : i.Partnership arises from contract and can come to an end by contract. Death of a partner. iii. 4. An individual partner is empowered to bring an end to the firm. Expiry of the term when constituted for a fixed term. Completion of the venture or undertaking when the firm constituted to carry on a venture or undertaking. Therefore.
the court may order for dissolution of the firm. iii. The misconduct may be outside the business (punishment for an offence. Permanent incapacity: When a partner becomes permanently incapable of doing his duties as a partner. the court may dissolve the firm on the following grounds : i. Transfer of interest: . iv. taking away the books of accounts. Persistent breach of agreement: When a partner persistently or willfully commits breach of agreement or conducts himself in such a manner that it is impossible on the part of other partners to carry on the business with him. v. other than the partner suing is guilty of misconduct and such misconduct is likely to affect the carrying on of the business. continuous quarreling with other partners are good grounds. Dissolution by the Court: When the partners are having difference of opinion regarding dissolution of the firm on certain grounds. The suit can be filed by any of the other partners or even by any friend of the insane partner. The suit for dissolution must be filed by a partner other than the incapacitated partner. the court may order to dissolve the firm. a suit can be filed by any partner in the court to dissolve the firm. the court may dissolve the firm.a partner becomes insane. Insanity: When. Depending upon the merits of the matter. Maintaining wrong accounts. the court may dissolve the firm. ii. Under Section 44 of the Act.5. adultery of a partner etc. the court may dissolve the firm. Misconduct: When a partner.
calling for guarantees from company directors it’s easy to transfer ownership by selling shares to another party shareholders (often family members) can be employed by the company taxation rates can be more favourable you’ll have access to a wider capital and skills base. Disadvantages of a proprietary company include that: the company can be expensive to establish and maintain you are required to provide annual and other returns to the Australian Securities and Investment Commission (ASIC) your financial affairs are public directors’ activities are scrutinised by ASIC it can be costly to wind up the business. Advantages of a proprietary company include that: your liability for the company’s debts is limited. Continuous losses: When the business cannot be carried on except at a loss. including financiers. Any other ground: The court may dissolve the firm on any other ground where the court considers it just and equitable to wind up the business. although this protection can be destroyed by creditors. vii. vi. the court may dissolve the firm. . the court may dissolve the firm.When a partner transfers his whole interest in the firm to a third party or all his shares are sold or attached by the court under a decree.
GOOGLE. interestbased organizations. such as when two or more individuals agree to domicile together. and varied combinations thereof. cannot be used for disputed debts and. as occurred duringWorld War II and the Cold War. governments may partner to achieve their national interests. What is a partnership? A partnership is a relationship which exists between two or more persons carrying on business together with a view to making a profit. as well as the partnership itself. have always been and remain commonplace. accrediting agencies increasingly evaluate schools by the level and quality of their partnerships with other schools and a variety of other entities across societal sectors. governments. sectors. and is personally liable (usually without limit) for the debts of the partnership. religious. while other partnerships are not only personal. A partner can be an individual or a company (known as a corporate member). Some partnerships occur at personal levels. Since humans are social beings. for a partnership debt Conclusion Summary winding up is currently being preferred as a way to wind up insolvent JAFZA off shore companies. however. schools. partnerships between individuals. sometimes against allied governments holding contrary interests. a partnership is formed between one or more businesses in which partners (owners) co-labor to achieve and share profits and losses (seebusiness partners). members of the offshore company should consider all the debt recovery options before proceeding down this path .Partnership A partnership is an arrangement in which parties agree to cooperate to advance their mutual interests. This procedure is relatively quick. Non-profit. In what is usually called an alliance. and political organizations may partner together to increase the likelihood of each achieving their mission and to amplify their reach. Partnerships exist within. businesses.COM . but private. Therefore a creditor of a partnership can pursue one or more of the partners personally. In education. known only to the involved parties. In the most frequently associated instance of the term. if the offshore company has debts due to it. REFERENCE WWW. and across.
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