AGREEMENT by a Sole Trader for the Sale of his business to a Private Company Incorporated by him

An agreement made this…..day of ……………. Between ABC Sons…………….. ( Vendor ) of etc., ( hereinafter called the Vendor) of the One Part and …………………………….XYZ Pvt. Ltd…………..( hereinafter called the Company) of the other Part.

WHEREAS

1.       The Vendor is the propriter of the business of ……………..which the Vendor has been carrying for………years, at the place of ………….under the name and style of ………..and is also the owner of premises and of certain property an assets connected therewith hereinafter more particularly described.

2.       The Company has been incorporated under the Companies Act, 1956, with an Authorised Capital of Rs……………divided into………..number of equity shares of Rs.10/- each for the purpose of acquiring inter, the business of the Vendor and the property and assets relating thereto.

NOW IT IS HEREBY AGREED AS FOLLOW:

1.       The Vendor shall sell and the Company shall purchase as form the date of these presents, (i) the said business and the goodwill thereof, (ii) all the land, factory buildings, office, premises, belonging to the Vendor and situated at ………………….(iii) all the stock in trade, raw material, finished goods, Trade Marks and Patents belonging to the Vendor in connection with the said business. (iv) the benefit of all current contracts, orders and engagements made or entered into (v) all other property belonging to the said business.

2.       In consideration of the premises, the company shall issue and allot to the Vendor or to such  person as he shall direct…….share in capital of the Company credited as fully paid up and shall issue him. Debentures for Rs……..secured by a first charge on the land, building etc., situate at…..and  a floating charge on all assets of the company. The Vendor shall pay and discharge all debts and liabilities connected with the said business at the date of these presents.

The Vendor shall become and the Company shall appoint him as the Managing Director of the Company for a period of three years on terms and conditions as sent out in the schedule XIII of the Companies Act, 1956 and as applicable to the Company.

IN WITNESS WHEREOF