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LCC Agreement Between Partners to Convert the Partnership Business Into a Private Limited Company



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agreement between partners for the conversion of the company nature
    Commercial Contract AGREEMENT BETWEEN PARTNERS TO CONVERT THE PARTNERSHIP BUSINESS INTO A PRIVATE LIMITED COMPANY Small and Medium Enterprises Development Authority Ministry of Industries & Production Government of Pakistan www.smeda.org.pk HEAD OFFICE 4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road, Lahore Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7 helpdesk@smeda.org.pk REGIONAL OFFICE PUNJAB   REGIONAL OFFICE SINDH   REGIONAL OFFICE KPK    REGIONAL OFFICE BALOCHISTAN   3 rd  Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road Lahore, Tel: (042) 111-111-456 Fax: (042) 36304926-7 helpdesk.punjab@smeda.org.pk 5 TH  Floor, Bahria Complex II, M.T. Khan Road, Karachi. Tel: (021) 111-111-456 Fax: (021) 5610572 helpdesk-khi@smeda.org.pk    Ground Floor State Life Building The Mall, Peshawar. Tel: (091) 9213046-47 Fax: (091) 286908 helpdesk-pew@smeda.org.pk    Bungalow No. 15-A Chaman Housing Scheme Airport Road, Quetta. Tel: (081) 831623, 831702 Fax: (081) 831922 helpdesk-qta@smeda.org.pk    April 2010  Conversion of Partnership into Pvt. Ltd. CompanySMEDA Legal Services24/15/2010 Agreement between partners to convert the partnership business into a private limited companyThis agreement  is made at (insert name of city) on the _____(insert month name) day of 20_____. BETWEEN  Mr._______, s/o __________, r/o___________ (hereinafter referred to as “Mr._____”),of the one part; And  Mr. ______, s/o ________, r/o _________(hereinafter referred to as “Mr.______”), of the second part; And Mr. ______, s/o ________, r/o _________ (hereinafter referred to as “Mr.______”), of the third part; Whereas Mr. _______, Mr._______ and Mr._________ have been running a business concern by virtue of a partnership firm by the name of _______ (insert name of the firm), with the business office situated at __________ (insert address); And whereas Mr. _______, Mr._______ and Mr._________ are desirous of convertingthe said partnership business into a private limited company and for such purpose have decided to enter into this agreement; Now this agreement witnesseth as follows: 1.That the partners were previously engaged in the business of (insert the type of  business) under the name of ___________(insert name of the firm).2.That a private limited company (the company) shall be formed forthwith under the Companies Ordinance, 1984 under the name of (insert name of proposed company).3.That the main object of the company shall be to acquire and continue the business of the erstwhile partnership firm.  Conversion of Partnership into Pvt. Ltd. CompanySMEDA Legal Services34/15/20104.The authorized capital of the company shall be fixed at Rs.________ divided into ______ordinary shares of Rs._____ each. The paid up capital of the company at the time of incorporation thereof shall be Rs._____ divided into ______ordinary shares of Rs.______ each. 5.Mr.______, Mr._________ and Mr.________ shall subscribe the memorandum of association of the company for _______ (insert number of shares i.e. 10000),  _________ and _______ shares respectively.6.The parties/persons subscribing to the memorandum of association shall be appointed by the articles of association of the company as permanent directors and Mr._______ shall be appointed as the managing director/chief executive officer of the company.7.The expense incurred or required for the purposes of or in relation to the formation of the company shall be borne by the parties to this agreement in  proportion to the shares allotted to them respectively.8.Following formation of the company the parties to this agreement shall enter into a “sale agreement” with the company, for the sale and transfer to the company of the aforementioned business of partnership. 9.The sale of the partnership business to the company shall include its goodwill and assets for a consideration of fully paid-up shares of the face value of Rs. _____ and allotment of the same in favor of the parties hereto; i.e. ______ shares to Mr._______, _________ shares to Mr.________ and ________ shares to Mr._______ respectively.10.All matters related to the formation and the administration of the private limited company shall be taken forward in the light of the provisions of the Companies Ordinance, 1984. In witness whereof the parties to the agreement hereby sign and execute the same in token of acceptance of the terms therein contained.Witness:Signatures of the parties. ___________ 1.________1.2.________  ___________ 2.  ____________ 3.
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