Takeover of proprietorship business by p ltd

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Hi,

My client is going to acquire his proprietership firm in his  pvt limited co at book value.. here firm has accumulated loss of 5 Lacs as per latest IT Return, and net assets ( assets - liabiities) are 25 Lacs. Kindly advice me the below quaries

1) what is consideration amount Rs. 25 Lacs or 30 Lacs ie including loss.

2) is valuation of book value or fair value of business is compulsory so simply as per offer letter to firm by pvt. limited co is sufficient as to value of business

3) can we issue the shares at face value to proprietor. pvt limited company is also having losses so fair value of shares shall be below par.

4) in agreement of take over, we can mentioned for the consideration all the asssets and liabilities of firm is taken over along with losses and also same shall be available to pvt limited company to carry forward and claim from its future profits and also would this all tranaction include any tax implications...at consideration of Rs. 25 Lacs or 30 Lacs

Please share your considered views.

Thanks in advance for your help

Best Regards.

CS Siya Singh

Replies (1)

Capital gain exemption is available under Section 47 for conversion of proprietory business to a company.  Regarding losses, these cannot be claimed by the company.  Even though you may take over the assets and liabilities of the concern, you cannot claim the losses of the concern against the company's profits.  Such losses of other concerns are allowed to be claimed by others only in accordance with Sections 72A, 72AA & 72AB.  You case does not fall within any of these categories.  So you cannot claim the losses.

Consideration payable is your choice but valuation document is necessary to avoid a lot of questions at a later stage. 

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