Reconstruction of a Firm / Name Change for a Dissolved Firm

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Siva

Consultant

209 Points Joined November 2008

Dear CA Gurus,

I would like to know that shall I reconstruct a firm which was dissolved already (b'coz of expulsion of a partner) by changing only the name of the firm as I understand that we can not restart / renew with the existing name. If so, what are the other changes / paper works need to done for the same?

For instance, I'm running a firm (named, 'ABC') . For some reasons, it was called for 'Dissolution' and the partner's share was given promptly. Also, please note that the firm get dissolved before it has started its operations i.e, the newly started firm get dissolved only after some months , say 8 months, but the firm has not been started / run its operations. But the firm was registerd and all the paper works like polution conrol certificate, town & country planning cert., fire control cert, BDO cert., Panchayat Board notifications and all other major papers have been done completely. After all these done, the firm gets dissolved for some issues.

After some period of time, I was planning to reconstruct / rebuild the same firm with different & new partnership deed which means the new firm (called, 'XYZ') that I'm going to start have the 'same nature of business', with 'same Survery number' (same place), same machineries, etc that I get as my share from the previous one but with other set of people (one or two people joined with me from the previous partnership).

Here, my doubt is that whether I need to get all the paper works (like polution conrol certificate, town & country planning cert., fire control cert and all other major papers) to be done freshly or I can use the existing paper works done for the dissolution firm, called 'ABC', for the new firm, called 'XYZ', by only giving the 'Change of Name' to all respective offices to amend papers wherever necessary since I'm starting the same nature/kind of business in the same survey No. or place.

Please clarify my doubts as soon as possible with proper guidelines.

Your immediate respond is highly appreciated ! Thanks in advance !!

Cheers, Siva

Replies (3)

CA.Mkhandelwal

Practice

156 Points Joined March 2007

You have to take the entire formalties again since after dissolution the firm does not exist anyway and change of name is not permissible.

Siva

Consultant

209 Points Joined November 2008

Originally posted by :mkk
"	You have to take the entire formalties again since after dissolution the firm does not exist anyway and change of name is not permissible.	"

Dear MKK,

Thanks a lot for your immediate repsond.

Appreciate, if you give me prompt answer for the following queries as well:

1) When a ''Partnership Deed'' comes to 'LIVE', as only when the time of registration of deed (in the registrar office) or the time when the deed has been mutually agreed and signed off by all the partners in the (Non-Judicial) Stamp Paper (say, min. of Rs.300 Stamp Paper) ??!

2) Incase of 3 partners in a firm, if there's a change in the Constitution in the Firm, ie., one Partner coming in (Incoming Partner) and two Partner goes out (Outgoing partners) by ''Without having any seperate deed for Dissolution'' but the land of the firm has been unregistered (because of the retirement of other 2 partners) and given the proprietorship to one of the partner and also given in written in a Stamp Paper that they are handovering the land to one of the paper as his share, by this time ONLY ONE Partner exists in the business. So how we can take up this matter as whether the firm has been 'Dissolved' or still exists but only the land has been un-registered ?? If any land of the firm has been unregistered and only one partner owning it, can we take it as 'Dissolution of the firm' ??

3) The land was registered in the name of the firm during 2007 and the same was unregistered in 2008 by way of settlement between partners, hence the firm exists or not?

4) If a new partnership deed is created 'before' the date in which the land was unregistered then the land unregistration (later one) is void or not?

5) If a partnership is created after the date of land unregistered (having the same land for the new proposed unit) where it falls on the next, immediate working / business day where 4 continuous holildays lye's between the 'date of land unreistered' and the 'new partnership deed registerd date' but the partnership has been mutually agreed and signed off by the new incoming parters 'before the registration date'.

6) As per the Partnership Act, 1932, is there any possibility of having the same name (dissolution firm name) for the new proposed unit and can we transfer the existing paper works to the new firm by giving only the newly amended partnership deed to the respective departments/offices ??

Thanks in advance!

Regards, Siva