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Agreements of company Partners in case of company registration in Chennai

Here in this blog, we are discussing agreements between partners in the case of company registration Chennai by Solubilis.

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Agreements of company Partners in case of company registration in Chennai

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  1. WEPRESENT AGREEMENT AMONG PARTNERSOF A PARTNERSHIP FIRM FOR FORMATION OF ACOMPANY

  2. Responsibilityof incorporation Theresponsibilityofincorporatinganewcompanycanbe giventooneofthepartiesortoallthepartiesjointly. Normally it is given to one of the parties, whereas other aspectsofregistrationaretakencareofbytheremaining parties toagreement.

  3. Newcompany incorporation If the new company is registered as a public limited companytheonlymembersarebeingthefirmpartners andtheyareshouldnotbeless7innumber.Ifthenew company is formed as a private company, the only subscribersbeingthepartnersofthefirmshouldnotbe less thantwo.

  4. Subscribersshareholding SubscribersmustagreetotakeatleastoneshareeachintheMOA initially, but they can also agree to take more than one share undersection2(68)oftheact2013.Aprivatelimited company may have such amount of minimum paid-up share capitalasmaybemutuallydecidedbythesubscribersasneedof having Rs.1 lac as minimum paid-up share capital has been dispensedwith.

  5. Denomination ofshares SharesmaybecomprisingofdenominationofRs.10orRs.100or ofanydenomination,butshouldnotbelessthanRs.1pershare. Denomination of shares can be decided by and between the promotersbeforeenteringintothisagreementsuitabletotheir purpose or needs at a laterdate.

  6. Classification ofshares Section43ofthe2013actallowssharecapitalofacompany limitedbysharestobeoftwotypesequitysharecapitaland preference sharecapital.

  7. Appointmentof Directors Directors can be appointed by the articles of association of a company or where no condition is made in the AOA for the appointment of first director. The subscribers to the memorandum who are individuals shall beconsidered to be the first directors of the company until the directors are dulyappointed. Availabilityof name First and Foremost a name should be made available from the ROC. Subscribers may avail the name and simultaneously incorporate a new company by creating an applicationelectronically in a single integrated e- Form INC-29 with a fee of Rs.2000/- to be paid both online andoffline. Preliminary Scheme Before entering into this agreement, the four partners should have a preliminary scheme for conversion into a company the businesscarried on by the partners. This scheme should contain allthe conditions relating to name- share capital, MOA, first directors of the company, sale business of the partnership firm, payment of purchase priceetc.

  8. DraftAgreementamongpartnersofa partnership firm for formation of a company to need their business of partnership

  9. Whereas the parties haveagreedto form a company toberegistered undertheact2013forthepurposeof acquiring as a goingconcernthe business of legal andfinancial consultancy. Whereas the partieshavein principle made up theirmindto carry on the business inthesame way, only througharegistered company to take advantageof limitedliability.

  10. NOW, THEREFORE IT ISHEREBY AGREED ASFOLLOWS: The parties shall forthwith procure from the ROC in Chennai (the incorporation of a private company limitedbyshares(referredtoasthecompany)having anauthorizedsharecapitalofRs.5lakhsdividedinto 25,000 equity shares of Rs.10. The valuation of the business of the said partnership together with its assets, stock in trade and goodwill containing book debtsbutsubjecttoliabilitieswillbegainedfromCA of the said partnership firm. The equity and preference shares in the company capital will be assigned to the parties. The consent of the creditors hasbeengainedbythepartnershipfirmforcompany registration.

  11. The company shall be called “ABC Company Private Limited” or ABC Consultancy PrivateLimitedorABCFinancialServicesPrivateLimitedorABCandCompanyPrivate LimitedwhichevernameismadeavailablebytheROC. Mr. RST, Mr. PQR and Mr.XYZ shall be the first directors of the company quickly after incorporationandregistration.Thereafter,thecompanydirectorsshallbeappointedasperthe conditions of section 152 of the act. The maximum number of company directors shall not exceed15whichmayfurtherincreasebyspecialresolution. Immediatelyuponcompanyregistration,afterthebusinessofthepartnershipfirmistransferredto the company. The partnership firm shall stand dissolved and no party shall have any liability against one another.The association shall be the first directors of the company quickly after registrationandincorporation.So,thecompanydirectorsshallbeappointedundersection152. Themaximumnumberofcompanydirectorsshallnotincrease15asmentionedinsection149.

  12. The company shall after its registration make simultaneous allotments of shares to be allotted to themrespectivelyinaccordancewiththeconditionsof the saleagreement. The initial expenses need for companyregistration will be contributed by the parties in proportion to their shareholdings in thecompany.

  13. Nothing herein included shall in any way affect the free exercise by any person of his powers as a company director.Any pending litigation against the name ofthe partnership firm would be transferred against the company ans shall be proceeded or defended with by the company or its name through the authorized representative.After registration, the company shall adoptthis agreementinthisfirstboardmeetingheld thereafter.

  14. SOURCE https://www.solubilis.in/blog/agreement-partners-partnership-firm- formation/

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