conversion of sole proprietorship into private company

(iii) "private company" means a company which, by its articles,—

(a) restricts the right to transfer its shares, if any;

(b) limits the number of its members to fifty not including —

(i) persons who are in the employment of the company, and

(ii) persons who having been formerly in the employment of the company, were members of the

company while in that

employment and have continued to be members after the employment ceased; and

(c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the

company;

Provided that where two or more persons hold one or more shares in a company jointly, they

shall, for the purposes of this

definition, be treated as a single member;