Transfer of Business by Partnership to Company

When an established partnership business is incorporated, that is turned into a limited company (nearly always a company limited by shares), the proper procedure is for the new limited company to be registered, a date chosen for the transfer of the business, and then for the partners to enter into a contract with the new company for all (or some) of the assets of the business to be transferred to the company in return for shares in it. The partners will then have limited liability in respect of all transactions that take place after the date of the transfer, but will remain personally liable for any debts incurred as partners before such date.

The provisions of the existing partnership agreement will no longer apply to the business once it has become a company and appropriate provisions must be included in the new company's articles of association and/or a shareholders' agreement may be needed.

Changing from a partnership to a limited company will have tax consequences both in respect of the transfer and the way the business is taxed in the future and so we recommend that you seek tax advice before proceeding.



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