Affidavit for Conversion of Sole Proprietorship to Partnership Firm
**Sample PDF of the Affidavit is attached at the end.
Why & When This Affidavit is Used
- When a sole proprietor/individual contractor registered under PWD Contractor's Registration Rules, 1967 (Odisha) wants to convert their firm into a partnership firm.
- It is mandatory to declare before the authority that the new partnership firm will take over all rights, liabilities, assets, and responsibilities of the old sole proprietorship.
- Required for updating the contractor's registration, PAN, GST, and banking details with government departments.
- Used at the time of official conversion approval by the licence-issuing authority.
Purpose of the Affidavit
- To confirm that the proprietorship firm is being converted into a partnership firm.
- To provide details of partners, their shares, PAN, Aadhaar, and roles.
- To declare that no partner has been blacklisted, banned, convicted, or disqualified.
- To ensure the transfer of all assets, liabilities, and credentials of the old proprietorship to the new partnership firm.
- To safeguard the licence-issuing authority by making the deponent personally liable in case of false information.
Important Points
- Executed on ₹100 Non-Judicial Stamp Paper.
- Must be sworn before the Executive Magistrate/First Class Magistrate.
- Sole Proprietorship registration will stand cancelled once the partnership conversion is approved.
- Changes in partners (death, resignation, new induction) must be immediately reported.
- False declaration invites penal action under registration rules and IPC/BNS provisions on perjury.
FAQs
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Q1. Is it compulsory to submit this affidavit for conversion?
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Yes, without this affidavit, the licence-issuing authority will not recognise the new partnership firm as a successor.
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Q2. Will the partnership firm automatically get the same contractor class?
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Yes, the affidavit ensures the same registration class is transferred to the partnership firm.
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Q3. What happens to the PAN & GST of the old firm?
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A separate PAN and GSTIN must be obtained in the partnership firm's name, as declared in the affidavit.
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Q4. Can new partners be added later?
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Yes, but only with prior approval of the licence-issuing authority.
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Q5. What if any partner is later found blacklisted or ineligible?
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The registration can be cancelled, and the deponent is liable for penal action.
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Q6. Does this affect the liability of the old sole proprietor?
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Yes, the affidavit transfers all assets, liabilities, and pending obligations to the partnership firm.
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| Attachment | Size |
|---|---|
| sample-Affidavit-for -Conversion-of-Sole-Proprietorship-to-Partnership-Firm (390.23 KB) | 390.23 KB |
AFFIDAVIT
(To be executed on Rs.100 Non-Judicial Stamp Paper before the Executive Magistrate/First Class Magistrate)
for Change of Constitution from Individual/Sole Proprietorship Firm to Partnership Firm
I …………………………………. S/o or D/o …………………………………, Aadhaar No. ………………………………… aged about ………….. Years and residing at ………………………………. do hereby solemnly affirm and sincerely state as follows.
- That I am registered as an Individual/Sole Proprietorship Firm ……….. Class contractor in the name and style ……………………………………….. under the P.W.D Contractor's Registration Rules, 1967 and holding a registration certificate bearing No. ……………………., issued by ……………………………. (Registering Authority), valid up to ………………………, PAN No. ……………………., GSTIN. ………………………………… and actively engaged in Civil Construction business under the State Govt. of Odisha and its instrumentalities/Central Govt./Railways, etc.
- That I intend to change the status/constitution of my Individual/Sole Proprietorship firm into a Partnership Firm in the name and style …………………………………………….. bearing Regd. No/Date ………………………. in the state of ………………………. which has been constituted under the Indian Partnership Act, 1932 having the same objective of indulging in Civil Construction business.
- That ………………………………………………….. (Name of the Partnership Firm) has …… number of partners, as noted hereunder.
| SI | Name | % Share | PAN | AADHAR | ADDRESS | Date of Joining | Self-Attested Photo |
|---|---|---|---|---|---|---|---|
| 1 |
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| 2 |
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| 3 |
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| 4 |
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- That …………………………… is the Managing Partner/Signing Authority of ………………………………. (Name of the Firm) Partnership Firm having been duly authorised to transact day-to-day business of the Firm which has been duly incorporated in the registered Partnership Deed no……………… Date…………
- That a Separate PAN Number has been obtained in the name of ………………………………… (Name of the Partnership Firm) having number ……………………………….
- That ……………………… (Name of the Partnership Firm) has been registered with the appropriate GST Authorities of the State of Odisha, having GST Identification No………….
- That a separate Bank account has been opened in the name of the said Partnership Firm in …………….. (name of the Bank with Branch and address), having Account No…………. & IFSC No……………. and it has been duly mapped with the GSTIN of the Partnership Firm.
- That none of the partners of the Firm …………………………. (Name of the Firm) is - a dismissed Govt. Servant/ removed from approved list of contractors / having business banned/ suspended by any Government in the last 5 years from the date of application/ convicted by a Court of Law/ having any criminal antecedent or having any criminal case pending in any Court of law/ a blacklisted contractor at any time by any registering authority of Central Govt./ State Govt./ PSU in the last 5 years from the date of application / retired official from the State or Central Govt. during last 2 years / director or partner of any other Company or firm enlisted with OPWD/CPWD or any other organisation.
- That none of the partners of …………………………. (Name of the Firm) holds registration in their individual names or as proprietor/ partner / Managing Partner /Director/ Managing Director/ of any other Firm/Company anywhere in Odisha PWD.
- That in the event of resignation/death of any partner of the entity, the incident will be immediately intimated to the licence-issuing authorities, and no new partner in such vacancy shall be inducted as a replacement without prior approval of the licence-issuing authority.
- That I have applied before the Licence issuing authority for conversion of ……………………………… (Name of the Individual/Sole Proprietorship firm) to …………………………………………………… (Name of the Partnership Firm). In the event such conversion is approved, the …………………………… (Name of the Partnership Firm) shall be allotted the registration class of my Individual/Sole proprietorship Firm ……………………… and the registration of my Sole Proprietorship Firm shall immediately stand cancelled.
- That in the event such conversion materialises, all the assets as annexed herewith, liabilities, credentials, etc., of my Sole Proprietorship firm ……………….. shall get transferred to …………………………………………………… (Name of the Partnership Firm).
- That I shall remain liable for penal action as per the extant registration rules in the event any of the above statements is detected to be false.
- The abovementioned facts are true and correct to the best of my knowledge, information and belief.
Signature of the Deponent
Solemnly affirmed at ……………………….
On this ………………. Day of ……………….
Deponent signed before me.
Signature and seal of the Executive Magistrate
Witnesses
1. ……………………………… (Name with full address)
2. ……………………………… (Name with full address)
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