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PVT LTD TO LLP ; SHARE CAPITAL TO PARTNERS FUND TREATMENT

A/c entries 1233 views 4 replies

Hi , I purchased 50% shares of a pvt ltd company in April 2017 for Rs. 50,000 as Share Purchase & Rs.5,00,000 as premium on/for purchase of shares .

That company was just converted to a LLP in March 2023 .

While Filing my personal returns my accountant told me that Rs.50,000 will be transfered to Partner's Fund/Capital AC from Share Capital but the Amount of Rs.5,00,000/- i.e premium on/for purchase of shares will become a capital loss for me . 

 

Is there any other treatement for this in case I wish to sell my share in partnership at a higher premium in future ; in short want to avoid capital loss .

Replies (4)
In an LLP the concept of shares does not exists. Instead of shares LLPs have ownership rights or partnership interests. So share premium cannot be directly transferred to the LLP as a part of conversion. process.
During conversion the entire share capital of a pvt co. will be transferred to LLP along with reserves and surplus. Share premium account was a part of R&S so it will also be transferred to LLP as capital. But as per regulation premium account cannot be transferred directly and it will be transferred to GENERAL RESERVES and this reserves become part of capital contribution.

Hello Mam,

Thank you for assistance .

My question is in respect to my Individual capacity not as per firm's view .

As informed I purchased Shares Worth Rs.50,000/- & payed Rs. 5,00,000/- as premium to the buyer in 2017 , then the whole company is now concerted to LLP in 2023 , now let's suppose , I sell my Partnership to someone after 3 years for Rs. 10,00,000/- , now will I Pay taxes on Rs.9,50,000/- (10 Lakh - 50 Thousand ) or Rs.4,50,000/- ( 10 Lakh - 5.5 Lakh ) 

Please advise

Shares will no longer exists after the conversion.
so you cannot sale your shares after 3 years yo anyone

First of all, LLP would pay tax u/s 56 on securities premium transferred from company to LLP. For shareholder (converted partner into LLP), capital gain would be calculated in year of conversion of all conditions mentioned in section 47(xiiib) not fulfilled at the time of conversion. In your case, sale consideration would be value of capital in LLP i.e 5,50,000 and cost of acquisition would also be the same (5,50,000). While selling your partnership interest, capital gain will be calculated as difference of actual sale consideration received and COA of LLP interest which will again be 5,50,000 in your case.


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