Procedure of takeover

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Querist : Anonymous

Querist : Anonymous (Querist)

30 September 2017 Our company is private company and also have partnership firm..tell me procedure of takeover of partnership firm by private limited company..plz ans me ..that partnership firm is wholly owned subsidiary of private limited
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Shivani

CA Rashmi Gandhi

CA Rashmi Gandhi (Expert)
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01 October 2017 https://www.google.co.in/search?hl=en-US&source=android-browser&dcr=0&ei=7FXQWeyTAsXUvAS5yJ2ABQ&q=how+ro+takeover+firm+by+company+in+India&oq=how+ro+takeover+firm+by+company+in+India&gs_l=mobile-gws-serp.3...15789.18375.0.18654.9.9.0.0.0.0.371.2263.2-7j2.9.0.dummy_maps_web_fallback...0...1.1j4.64.mobile-gws-serp..0.7.1768...33i160k1j33i21k1.0.hMDDfohxYWI

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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10 August 2024 The takeover of a partnership firm by a private limited company, especially when the partnership firm is a wholly-owned subsidiary, involves several steps. The process generally includes legal, regulatory, and financial considerations to ensure a smooth transition. Here’s a comprehensive guide to the procedure:

### **1. Preliminary Steps**

**1.1. **Due Diligence:**
- **Review Financials:** Conduct a detailed analysis of the partnership firm's financials, including assets, liabilities, and ongoing contracts.
- **Legal and Compliance Check:** Ensure that the partnership firm complies with all legal and regulatory requirements.

**1.2. **Board Approval:**
- **Board Resolution:** The Board of Directors of the private limited company should pass a resolution approving the takeover of the partnership firm.

**1.3. **Agreement Preparation:**
- **Draft Takeover Agreement:** Prepare a takeover agreement outlining the terms and conditions of the acquisition, including the transfer of assets, liabilities, and operational aspects.
- **Valuation Report:** Obtain a valuation report for the partnership firm's assets and liabilities.

### **2. Legal Procedures**

**2.1. **Transfer of Assets and Liabilities:**
- **Asset Transfer:** Transfer the assets of the partnership firm to the private limited company. This may include physical assets, intellectual property, and other tangible and intangible assets.
- **Liability Transfer:** Ensure that liabilities of the partnership firm are also transferred or settled as agreed upon in the takeover agreement.

**2.2. **Drafting of Legal Documents:**
- **Deed of Assignment:** Execute a deed of assignment for the transfer of assets and contracts.
- **Amendment of Partnership Agreement:** If necessary, amend the partnership agreement to reflect the changes due to the takeover.

**2.3. **Compliance with Regulatory Requirements:**
- **Notify Registrar of Firms:** Inform the Registrar of Firms about the takeover and make necessary filings.
- **Update Records:** Update records with the relevant authorities, including the Income Tax Department and GST authorities.

### **3. Financial Procedures**

**3.1. **Consideration and Payment:**
- **Determine Consideration:** Decide the consideration for the takeover, which could be in the form of cash, shares, or a combination.
- **Payment:** Make the payment as per the terms of the takeover agreement.

**3.2. **Accounting Entries:**
- **Accounting for Assets and Liabilities:** Record the transferred assets and liabilities in the books of the private limited company.
- **Adjustments:** Make necessary adjustments to reflect the acquisition in financial statements.

### **4. Post-Takeover Steps**

**4.1. **Update Company Records:**
- **File Returns:** Update the company's records with the Registrar of Companies (RoC) to reflect the acquisition.
- **Update Banking Details:** Inform banks and other financial institutions about the change.

**4.2. **Internal Communication:**
- **Inform Stakeholders:** Notify employees, clients, and other stakeholders about the takeover.
- **Update Contracts:** Update existing contracts and agreements to reflect the new entity.

**4.3. **Legal Compliance:**
- **Ensure Compliance:** Ensure all legal and regulatory compliance related to the takeover is met.

### **5. Documentation and Filings**

**5.1. **Form Filing:**
- **File Form with RoC:** If required, file relevant forms with the Registrar of Companies, such as form for changes in company details.

**5.2. **Tax Filings:**
- **Update PAN and GST:** Update PAN and GST records to reflect the changes due to the takeover.

### **6. Key Documents to Prepare and File:**

1. **Takeover Agreement**
2. **Deed of Assignment**
3. **Valuation Report**
4. **Board Resolutions**
5. **Amendment to Partnership Agreement**
6. **Forms for Registrar of Firms and RoC**
7. **Updated Contracts**

### **Summary**

The takeover process involves thorough due diligence, careful preparation of legal documents, compliance with regulatory requirements, and proper accounting for the transferred assets and liabilities. It is advisable to work closely with legal, financial, and tax professionals to ensure a smooth and compliant takeover.

For specific guidance, particularly on legal documents and regulatory filings, consulting with a professional experienced in mergers and acquisitions is recommended.

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