Legal opinion on both conversion the existing partnership firm into a Private Limited Company and dissolution of a partnership firm on account of M/s Lylac Spinning Mills


DBL/LJ/AKA&AMM/2009/0027

Sunday, August 23, 2009

Head of the Branch                                           Attn:    Samiron Kumer Sen

Dhaka Bank Limited Senior Officer

B.B. Road Branch

Narayangonj

Dear Sir,

Sub: Legal opinion on both conversion the existing partnership firm into a Private Limited Company and dissolution of a partnership firm on account of M/s Lylac Spinning Mills

We refer to your letter no.DBL/BBR/CR/09/768 dated August 20, 2009 on the above subject.

From perusal of your letter it appears that M/s. Lylac Spinning Mills is a partnership firm between three partners which duly incorporated in the RJSC, but one of the partners wants to discontinue the partnership firm. Therefore, you requested us to complete the process in parallel both the conversion of the existing partnership firm into a Private Limited Company and dissolution of a partnership firm on account of M/s Lylac Spinning Mills

OUR OPINION:

With reference to your letter No. DBL/BBR/CR/09/768 dated August 20, 2009, we would like to inform you that our observation in this regard is M/s Lylac Spinning Mills a partnership firm between three partners which duly incorporated in the RJSC. Now, one of the Partners wants to discontinue from the partnership Agreement. In the view above, our legal observation regarding the same is as follows:

Following two ways, present situation can be resolved as per the Partnership Act, 1985 (In particular Section – 32, 40, 63 of the said Act)

A. Discontinue of any partner

  1. Re-Constitution of the Deed
  2. Newspaper publication
  3. Govt. Gazette
  4. Affidavit
  5. Filing the RJSC

B. Dissolution of Firm

  1. Deed of Agreement for the Dissolution of Firm
  2. Newspaper publication
  3. Govt. Gazette
  4. Filing the RJSC

Out of these options, our observation is that the party should adopt the option No. B which will be easier and convenient way to end the procedure of this fact

After completing any of these processes as mentioned above, the party should adopt the procedure to incorporate a new Private limited Company under the Companies Act, 1994 with the same existing name of the Firm.

Should you have further queries in this regard please do not hesitate to contact the undersigned.

Thanking you.

Yours sincerely,

(A.M. Masum)

Barrister-at-Law

For: The Lawyers & Jurists

N.B. Please consider this opinion as initial abstract.