[23rd
January 2025] In exercise of the powers
conferred by Section 15(2) (fa) of the Chartered Accountants Act, 1949, as
amended from time to time, the Council of the Institute of Chartered Accountants
of India hereby makes the following Guidelines, namely:- CHAPTER 1 INTRODUCTION (1)
These guidelines are called ICAI (Merger
& Demerger of CA firms) Guidelines, 2024. (2)
These guidelines are applicable to the firms
as defined in section 2(ca) of the Chartered Accountants Act, 1949 as amended
from time to time. (3)
These guidelines shall be effective from the
date of its notification in the gazette of India. In these guidelines, unless the
context otherwise requires, the following expressions shall have the meaning
assigned to it as given hereunder: (a)
Institute/ICAI: Institute/ ICAI means the
Institute of Chartered Accountants of India established under section 3 of the
Chartered Accountants Act, 1949. (b)
Council: Council means the Council of the
Institute constituted in accordance with Section 9 of the Chartered Accountants
Act, 1949. (c)
Act: means the Chartered Accountants Act,
1949 (No.38 of 1949) as amended from time to time. (d)
Committee: means a Committee of the Council
as defined under section 17 of the Chartered Accountants Act, 1949. (e)
Firm: shall have the meaning assigned to it
in section2(ca) of the Act. CHAPTER 2 (i)
The Partnership Act, 1932 does not deal with
merger & demerger of partnerships. In the corporate world, mergers and
demergers have become universal practices for survival, growth, expansion and
for achieving multitude of objectives. However, in corporate entities, Merger
is understood as the fusion of two or more existing entities. On the other
hand, demerger signifies a movement in the company just opposite to merger. Demerger is also used to
describe hiving off of one or more businesses or services of the operations to
achieve efficiency. Mergers and Demergers are necessary processes to improve
efficiency and to achieve optimum scale of operations. (ii)
The provisions of section 60 to 62 of the LLP
Act 2008 provides for the manner in which compromises or arrangements including
mergers and amalgamations involving LLPs shall be followed. (iii)
To incorporate the spirit of Corporate World
and to encourage consolidation of smaller firms into bigger units to achieve
the scale of Operations, the Council recognised the need for consolidation and aggregation
of the existing firms to enable them to operate on a larger scale. The Council
used the term Merger and amalgamation inter-changeably and considered the
various aspects of the seniority on the mergers of the firms, The same is
attached and marked as Appendix 1. The objects of the mergers
is to encourage and develop core competencies and to render professional
services on a much larger geographical scale. (iv)
A sole proprietary firm may merge with a sole
proprietary, partnership and LLP firm. Likewise, a partnership firm can merge
with another partnership and LLP firm. However, a LLP firm cannot merge with a
sole proprietary or a partnership firm. CHAPTER 3 (i)
A merger agreement in Form MDG 1 is to be
filed with the Institute within 30 days from the date of the Merger. The re-
constitution agreement/partnership deed shall be filed with the Registrar of
Firms/ROC as the case may be. (ii)
Upon the merger of the firm registered with
the ICAI, on the request of merging firm/(s), the ICAI will freeze the names of
the merging firm/(s) with reference to Section 20 B of the Chartered
Accountants Act 1949, unless the request for unfreezing of name with duly
filled form "MDG 3" is received. (a)
Freezing of the CA firms name as it existed
prior to the merger refers to the depositing the names of the merging firm/(s)
in the Institute of Chartered Accountants of India (ICAI)s record, based on the
request received. (b)
Freezing of the firm name ensures that the
name of the merging firm is protected and will not be allotted to any other
firm. (c)
The partners/proprietor/ practitioner
practicing in individual name (with Firm Registration Number (FRN)) of frozen
Firm cannot do any professional activities in such Firm. (d)
The frozen name may be unfreezed by ICAI at
the request of the merging entity during the demerger, subject to the
conditions discussed hereinafter, allowing it to restart to operate firms under
the same name as it existed prior to the merger. This provides the firms to
safeguard their own firms name along with seniority or the merging firm. (iii)
The process of freezing the firm name during
merger and un- freezing the name post-demerger is explained below: (a)
Upon the merger of the firm registered with
the ICAI, on the request of merging firm/(s), the ICAI will freeze the names of
the merging firm/(s) with reference to Section 20 B of the Chartered
Accountants Act 1949 and shall not allot the same names to any other firm/(s)
until - (i)
request for unfreezing of firm name is
received from the linked and authorized Member Registration Number (MRN). (ii)
intimation of the decease or retirement of the
linked and authorized MRN is received by the ICAI. (iii)
removal of the linked and authorized MRN from
the Register of Firms with reference to Section 20 C of the Chartered
Accountants Act 1949. (b)
A certificate of freezing of the firm name
will be issued by the ICAI in form F along with the trail of every
freezing/unfreezing of the given firms name. (c)
In case the merged firm changes its entity
type post-merger, then the unfreezing of original merged firm name/trade name
can be requested upon submission of the demerger/dissolution of the post-merger
entity along with duly filed form "MDG 3". (d)
In the event of demerger, the firms which had
merged can unfreeze their erstwhile names, allowing them to obtain their
original firm name/trade name subject to the provisions contained in chapter 3
of the Merger &Demerger Guidelines. (e)
In case of decease/retirement, unfreezing a
firms name will be processed by filing of Form MDG 3 by the concerned firm or
intimation to the ICAI by the authorized partner/legal heir. (f)
For unfreezing the firms name, a duly filled
form "MDG 3" will be filed by the demerging firms along with Form
"MDG 2" post which a certificate confirming the unfreeze of the firm
name will be issued separately by the ICAI along with the trail of every
freezing/unfreezing of the given firms name. (g)
For unfreezing the firms name, consent of 75%
of the surviving partners is required. In case the partners retire or resign
over a period of time, they need to intimate the ICAI for change in partners
and shall also authorize the remaining partners by way of no objection
certificate (NOC) for unfreezing the firms name in future. (iv)
The firms intending to merge are required to
clearly lay down the terms and conditions of the demerger at the time of merger
itself or as amended from time to time with the consent of all concerned at
that time subject to the condition that it should not be contrary to the Act,
Chartered Accountants Regulations, 1988 and mergerand demerger guidelines or
any other law. (v)
While filing Form MDG 1, each of the firm/(s)
intending to merge will be required to authorize a Managing Partner and
co-authorize a partner, by way of an undertaking, to authenticate the entire
process of merger at the Self-Service Portal (SSP) through online mode.
However, the originally/digitally signed supporting documents along with Form
MDG 1 will be required to be uploaded. In case the authorized Managing Partner
retires/ deceases during the course of time, the partner co- authorized will
authenticate the entire process of demerger at the SSP portal through online
mode. Example: If five firms are
merging, then each firm/LLP will authorize one Managing Partner/co-authorize
partner to provide OTP (One Time Password) to authenticate the entire process
of merger. Thereby, only 5 authorized Managing Partners will be required by SSP
to authenticate the process of merger through online mode. (vi)
At the time of joining or retirement of a
partner in the merged firm, the joining or the retiring partner will also
provide OTP along with authorized managing partner to authenticate the entire
process of merger at the SSP Portal through online mode. (vii)
Business processes, which are inherently
dynamic in nature, are predominantly driven by technology. The procedure
approved by Council for administrative processes from time to time will be
followed. (viii)
The authorized Managing partner/(s) or
co-authorized partner/ legal heir (in case of retirement/decease of Managing
Partner/(s)) respectively) should at all times possess all the documents
pertaining to the firm/(s) practice like partnership deed, papers relating to
resignation, retirement or joining of partners, employment and relieving of
qualified assistants, papers and details regarding the approvals given for any
constitution or reconstitution of the firm/LLP, firm/LLP property papers, tax
returns, bank signatory details, etc. from time to time which may be called
upon by the ICAI in case they are required for any dispute or any enquiry or
confirmation required by the ICAI. (ix)
The authorized Managing partner/(s) or
co-authorized partner (in case of retirement/decease of Managing Partner/(s))
respectively) should also clearly state to the other merging firms about the
restrictions of audit or non-audit works likely to arise on account of Section
144 of the Companies Act, 2013 as well as the nonpermissibility of rotation of
audit among the merging firms or any issue in code of conduct or ethics or in
any Governing law applicable to the firms at the time of merger itself. CHAPTER 4 (i)
Demerger will be permitted for such entities
which have undergone merger in the past. The merger agreement itself shall
contain the terms and conditions for demerger. Therefore, no acceptance is required
from the continuing partners. The merger agreement shall stipulate that
notwithstanding anything contained in the partnership deed to the contrary, in
case 75% or more of the continuing partners of one of the erstwhile firm(s) are
willing to demerge then they can do so after giving due notice in Form MDG 2 to
the other partners of the old firm and to the Institute. The applicable
provisions of other allied laws like LLP Act, 2008 should be dealt with at the
firms end. (ii)
In case 75% or more of the continuing
partners of one of the erstwhile merging firm/(s) have demerged after giving
due notice to the other partners, then in such case, the merger shall come to
an end for the demerging firm and if the remaining merging firms/partners of
the merged firm/(s) decide to continue, then they should enter into a
reconstituted Merger Agreement /Partnership Deed. (iii)
Every new joining and leaving of firm from
the merged firm will attract all the due procedures as per the applicable
provisions. However, events of decease or retirement of a partner shall not
amount to demerger. The authorized Managing Partners of the constituent firms
will ensure that the incumbent firm is well versed with the original terms and
conditions of the merger and demerger and shall get them signed
originally/digitally by the said incumbent firm along with submission of Form
MDG 1 during merger. (iv)
The Demerged Firm/(s) is entitled to practice
in its old trade name, which existed at the time of merger. The old trade/firm
name can be obtained after 1 year and within 10 years from the date of merger
subject to theprovisions contained in chapter 3 of these guidelines. (v)
The Constitution Certificate issued by the
ICAI to the demerged firm shall state the original date of establishment, the
date of its merger and the date of the demerger. For the purpose of computing
the seniority of the firm, the total period will be reckoned from the original
date of establishment. (vi)
While filing Form MDG 2, each of the
authorized Managing Partner at the time of merger by way of an undertaking or
any change updated by way of Form MDG 3, will be required to authenticate the
entire process of demerger at the SSP portal through online mode. However, the
originally/digitally signed supporting papers along with Form MDG 2 will be
required to be uploaded. In case the authorized Managing Partner retires/
deceases, the partner co- authorized will authenticate the entire process of
demerger at the SSP portal through online mode. Example: If 5 firms had
merged and 2 firms wish to demerge, then authorized Managing
Partner/co-authorized partner will provide OTP to authenticate the entire
process of demerger at the SSP. Thereby, only 5 authorized Managing Partners
will be required by SSP to authenticate the process of demerger through online
mode. The authentication power of the co-authorized partner will be invoked
only if the authorized Managing Partner retires/deceases. (vii)
Business processes, which are inherently
dynamic in nature, are predominantly driven by technology. The procedure
approved by Council for administrative processes from time to time will be
followed. EXAMPLES: Name of Firm Name of Firm Name of the new firm Seniority Firm name freezed with ICAI and the date of its
approval Demerger date Name & Date of establishment after unfreezing A & Co., 2002 B&Co., 2004 A&Co. (Merged in 2024) Date establishment B & Co will be 2002. 2034 B & Co., 2004 C & Co., 2005 D&Co., 2010 D&Co. (Merged in 2025) Date establishment C & Co., ll be 2005. 2036 Name cannot be unfreezed beyond 10 years from the date
of Merger E&Co., 2005 F&Co., 2010 Y&Co. (Merged in 2026) After the approval of new name, Y & Co., of the
merged firm, Date of establishment will be 2005. E & Co., & F & Co., D.O.F 2026 2028 E & Co., 2005; F & Co., 2010 G&Co., 2007 H&Co., 2012 Either GH&Co. or HG&Co. (Merged in 2026) After the approval of revised name GH & Co. or HG
& Co. of the merged firm, Date of establishment will be 2007. Either G & Co. or H & Co. whichever decides to
freeze the firm name D.O.F 2026 2035 Either G & Co., 2007 or H & Co.,2012 whichever
applied for freezing will be able to unfreeze the firm name [It is clarified that the
FRN which is being continued by the merged entity is required to be specified
while applying for merger/demerger with the ICAI] (viii)
The demerger can be demanded after 1 year and
within 10 years from the date of merger subject to the fulfillment of the
provisions contained in the chapter 4 of the guidelines and other applicable
provisions. CHAPTER 5 (i)
Individual practitioners (without firm/trade
name) are not covered under these guidelines. (ii)
In case of events of death, insolvency,
surrender of COP or any of the circumstances mentioned in the provisions
contained in Section 20C of the Chartered Accountants Act 1949, the merged
entity may not necessarily demerge. Authorized Managing Partner or co-
authorized partner/legal heir may intimate the ICAI as per the procedure in
vogue and related amendments may be carried out in the written deed by the
firm. In case the partners retire or resign over a period of time, they need to
intimate the ICAI for change in partners and shall authorize the remaining
partners by way of no objection certificate (NOC) for unfreezing the firms name
in future. (iii)
A Grievance Redressal Cell under the aegis of
M&SS Directorate will cater to the queries of the firms during merger and
demerger process. (iv)
If any difficulty arises in giving effect to
the provisions of these Guidelines, the Council may, by general or
special-order issue necessary clarifications by circulars which is not
inconsistent with provisions of the Act as considered necessary or expedient;
for the purpose of removing the difficulty. (v)
The existing rules of Merger and Demerger
issued by Council stands repealed. Notwithstanding such repeal, anything done
or any action taken or purported to have been done or taken under those rules
shall be deemed to have been done or taken under the corresponding provisions
of these Guidelines. (vi)
The benefit provided under these guidelines,
may also be availed by those firms who got merged before the commencement of
these guidelines & have not completed 5 years post-merger. Form
MDG 1 FORMAT
OF MERGER AGREEMENT THE
INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See provisions of Chapter 3
of Merger & Demerger Guidelines amongst the firms as defined in section
2(ca) of the Chartered Accountants Act, 1949 registered with the Institute of
Chartered Accountants of India] We, (1)
....................... (2) ....................... (3) .......................partners
of (1) M/s. A C Co. (2) M/s. B C
Co. C(3) .............................................. execute this Merger
Agreement on this day of ,at : (1)
M/s A & Co., a Partnership/Proprietorship
firm of Chartered Accountants having its registered Head Office at , duly
registered with the Institute of Chartered Accountants of India vide Firm No.
in region (which expression shall include its successors, heirs and assigns). The date of establishment,
name of the partners, their membership nos, are as follows:- (i)
Date of establishment (ii)
Name of the Partners Membership No. I/We, name of the partners/
practitioner practicing in individual name (with FRN), hereby authorize name of
the partner MRN as the Managing Partner of our firm M/s to: (i)
authenticate the entire process of
merger/demerger at the SSP portal through online mode in conformity with the
Merger and Demerger Guidelines. (ii)
possess, at all times, all the documents
pertaining to the firm/(s)/practice like partnership deed, papers relating to
resignation or joining of partners, employment and relieving of qualified
assistants, papers and details regarding the approvals given for any
constitution or re-constitution of the firm, etc. from time to time which may
be called upon by the ICAI in case they are required for any dispute or any
enquiry or confirmation required by the ICAI. (iii)
clearly state to the other merging firms
about the restrictions of audit or nonaudit works likely to arise from Section
144 of the Companies Act 2013 as well as the non- permissibility of rotation of
audit among the merging firms or any issue in code of conduct or ethics or in
any Governing law applicable to the firms/LLP at the time of merger itself. I/We also hereby
co-authorize, name of the partner/, MRN/ legal heir, aadhaar number for
performing the following duty in case of retirement or decease of the
authorized Managing Partner- possess, at all times, all the documents
pertaining to the firm/(s)/practice like partnership deed, papers relating to
resignation or joining of partners, employment and relieving of qualified
assistants, papers and details regarding the approvals given for any
constitution or re-constitution of the firm, etc. from time to time which may
be called upon by the ICAI in case they are required for any dispute or any
enquiry or confirmation required by the ICAI. (2)
M/s B & Co., a Partnership/Proprietorship
firm of Chartered Accountants having its registered Head Office at , duly
registered with the Institute of Chartered Accountants of India vide Firm No.
in region (which expression shall include its successors, heirs and assigns). The date of establishment,
name of the partners, their membership nos, are as follows. (i)
Date of establishment (ii)
Name of the Partners Membership No. I/We, name of the partners,
hereby authorize name of the partner, MRN as the Managing Partner of our firm
M/s to: (i)
authenticate the entire process of
merger/demerger at the SSP portal through online mode in conformity with the
Merger and Demerger Guidelines. (ii)
possess, at all times, all the documents
pertaining to the firm/(s)/practice like partnership deed, papers relating to
resignation or joining of partners, employment and relieving of qualified assistants,
papers and details regarding the approvals given for any constitution or
re-constitution of the firm, etc. from time to time which may be called upon by
the ICAI in case they are required for any dispute or any enquiry or
confirmation required by the ICAI. (iii)
clearly state to the other merging firms
about the restrictions of audit or nonaudit works likely to arise from Section
144 of the Companies Act 2013 as well as the non- permissibility of rotation of
audit among the merging firms or any issue in code of conduct or ethics or in
any Governing law applicable to the firms/LLP at the time of merger itself. I/We also hereby
co-authorize, name of the partner/, MRN/ legal heir, aadhaar number for
performing the following duty in case of retirement or decease of the
authorized Managing Partner - possess, at all times, all the documents
pertaining to the firm/(s)/practice like partnership deed, papers relating to
resignation or joining of partners, employment and relieving of qualified
assistants, papers and details regarding the approvals given for any
constitution or re-constitution of the firm, etc. from time to time which may
be called upon by the ICAI in case they are required for any dispute or any
enquiry or confirmation required by the ICAI. (3)
............................... Now, therefore, in
consideration of mutual promise herein made and the consideration hereunder
expressed, the parties hereto mutually covenant and agree as follows: (1)
That the name of the merged firm will be
............................... and the date of establishment of the merged
firm is the date of establishment of the oldest/older firm i.e.
............................... (2)
That this merger will come into force w.e.f.
............................... 20XX, whereafter, the merging firm i.e. M/s A
& Co., and M/s B & Co. cease to exist and a separate partnership deed
has been executed on amongst the partners of the merged firm. (3)
That the following persons are the partners
of the merged firm: (a)
Mr. Membership No. (b)
Mr. Membership No. (c)
Mr. Membership No. (d)
Mr. Membership No. (e)
Mr. Membership No. (f)
Mr. Membership No. (g)
Mr. Membership No. (h)
Mr. Membership No. I/We, all the partners of
the merged firm ............................... understand that this merger has
the following consequences in pursuance to the decision of the Council of the
Institute: - (1)
That the name of the following erstwhile
merging firms be frozen by the Institute in line with the provisions of chapter
3 of the Merger and Demerger Guidelines: Firm Name, FRN, Date of Establishment MRNs (of
partners/proprietor) That the names of the
merging firms, name, FRN, name, FRN, name, FRN, are being frozen with the
Institute and will not be used for any purposes until they are un- froze
subject to the fulfillment of provision of chapter 3 and other applicable
provisions of the Guidelines. It is also ensured that UDINs of all the
assignments have been duly generated and no professional work, whatsoever, will
be carried out in the said firms name until the said firm/(s) name is un- froze
following stated procedure. (2)
And in case 75% or more of the continuing
partners of one or more erstwhile merging firm(s) are willing to demerge, they
may demerge after giving due notice and will be entitled to the following
benefits: (i)
They shall be entitled to the total seniority
acquired i.e. their earlier premerger seniority and the years during which they
were in merged firm. (ii)
They are entitled to their old firms name in
line with the provisions of chapter 3 of the Merger and Demerger Guidelines. Provided in case, 75% is a
fraction, then the same shall be rounded off to the next number. (3)
That the date of establishment of the new
demerged firm shall be the original date of establishment. (4)
That to effectuate such demerger, no
concurrence/acceptance is required from the other continuing partners of the
merged firm. The partners of such demerged firm shall execute a partnership
deed. The merged firm as well as the demerged firm shall submit fresh Form 18
as prescribed under the Chartered Accountants Regulations, 1988 to the ICAI
within the prescribed period. (5)
Notwithstanding anything contained in the
partnership deed to the contrary, in case of 75% or more of the continuing
partners of one of the erstwhile merging firm have demerged after giving due
notice to the other partners, then in such case, the merger shall come to an
end for the demerging firm and if the remaining merging firms/partners of the
merged firm/(s) decide to continue, then they should enter into a reconstituted
Merger Agreement /Partnership Deed and shall submit fresh Form 18 as prescribed
under the Chartered Accountants Regulations, 1988 to the ICAI within the
prescribed period. (6)
That the demerger in the manner hereinbefore
mentioned can be demanded after 1 year and within 10 years from the date of
merger subject to the fulfillment of the provisions contained in chapter 4 of
the Merger and Demerger Guidelines. IN WITNESS WHEREOF, the
Partners of the Merged firm M/s...............................
hereto set their hands on this agreement in the presence of the witnesses. WITNESSES: Partners of M/s............................... Form
MDG 2‘ NOTICE
FOR DEMERGER THE
INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA A
[SEE PROVISIONS OF CHAPTER 4 OF MERGER AND DEMERGER GUIDELINES AMONGST THE
FIRMS AS DEFINED IN SECTION 2(CA) OF THE CHARTERED ACCOUNTANTS ACT, 1949
REGISTERED WITH THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA] (1)
We the following persons Name(s) Membership No.(s)
being authorized managing partners/co-authorized partner/legal heir of M/s
..................which merged with the firm M/s .................. as p e r
merger agreement dated .................. willing to demerge with effect from
.................. (2)
We are the partners of the erstwhile Merging
firms, M/s merged with M/s. .................. & ..................
constitute the merged firm.................. with effect from
.................. The said firm/LLP name was frozen with the ICAI in line with
the provisions of chapter 3 of the guidelines. The Merger Agreement dated
.................. and Form 18 were filed before the ICAI on (3)
We constitute 75% or % of the continuing
partners of the erstwhile firm M/s. (4)
We desire that our pre-merger name that was
frozen with the ICAI on 2XXX be un-froze and allotted to us. Place:
___________________________________ Date:
___________________________________ Signature of all the
Partners of the Erstwhile Firm M/s. willing to demerge. Form
MDG 3’ UNFREEZING
OF FIRM NAME THE
INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA B [SEE PROVISIONS OF CHAPTER 3 AND
4 OF MERGER AND DEMERGER GUIDELINES AMONGST THE FIRMS AS DEFINED IN SECTION
2(CA) OF THE CHARTERED ACCOUNTANTS ACT, 1949, REGISTERED WITH THE INSTITUTE OF
CHARTERED ACCOUNTANTS OF INDIA] (1)
I/We, the authorized managing partners, and
co- authorized partners/ legal heirs of the erstwhile Merging firm/LLP, Name(s)
Membership No.(s) ______________________________
________________________ ______________________________
________________________, which merged with the firm/LLP M/s as per merger
agreement dated and Form 18 that was filed before the ICAI on froze the name of
the erstwhile firm/LLP with the ICAI on 2XXX as per (certificate no.) in line
with the provisions of Merger and Demerger Guidelines. The certificate
confirming freeze of the firm name issued by the ICAI is being attached herein. (2)
I/We, the partners of the erstwhile firm
M/s.................. applied for freezing the firms name, (i)
Name Membership No. (ii)
Name Membership No. (iii)
Name Membership No. (iv)
Name Membership No. (v)
Name Membership No. (vi)
Name Membership No. (vii)
Name Membership No. (viii)
Name Membership No. Out of the aforementioned
MRNs of the erstwhile firm, the undersigned are the surviving partners,
applying for the unfreezing of firm name, (a)
Name Membership No. (b)
Name Membership No. (c)
Name Membership No. (d)
Name Membership No. (e)
Name Membership No. (3)
I/We, 75% of the surviving partners of our
firm/LLP name, hereby confirm to the unfreeze the firm name. Additionally,
partners who retired or resigned over a period of time have duly authorized the
us (remaining partners) by way of a No Objection Certificate (NOC) for the
unfreezing of the said firms/LLPs name, attached herein. (4)
I/We, hereby undertake that we possess all
the documents pertaining to the erstwhile firm/LLP like partnership deed,
papers relating to resignation or joining of partners, employment and relieving
of qualified assistants, papers and details regarding the approvals given for
any constitution or reconstitution of the firm, etc. from time to time which
may be called upon by the ICAI in case they are required for any dispute or any
enquiry or confirmation required by the ICAI (5)
I/We, hereby confirm that the firm has been
demerged with effect from in accordance with the terms and conditions
stipulated in the merger deed and in compliance with the Merger and Demerger
Guidelines and all other relevant laws and regulations. (6)
I/We desire that our pre-merger name that was
frozen with the ICAI as per (certificate no.) be un-froze and allotted to us. (7)
I/We hereby undertake to comply with all
legal obligations and requirements with respect to the unfreezing of the
firm/LLPs name. Place: _______________ Date: _______________ Signature of all the
partners of the erstwhile firm/LLP M/s willing to unfreeze the
firm/LLP name Appendix
1 Council
Decision on Change in Firm name/Seniority of firms Prepared on the basis of
Council Decisions of 198th Meeting held from 25-27th February, 1999 & 223rd
Meeting held from 2 - 5th February, 2002 & 280th Meeting held from 7 - 9th
August,2008 and28 - 29th August, 2008. PARTICULARS OF CASES SENIORITY DATE OF EFFECT I. Proprietor of firm: A member practicing as a sole proprietor in a trade
name, admits one or more members as partners thereby constituting a firm, and i. The firm name is the same trade name ii. The firm name is different from the trade name The date of establishment of practice in the trade
name. The date of approval of the firm name or the date of
establishment of the firm in the firm name, whichever is later. 27.2.1999 27.2.1999 II. Death of the individual member If the member practicing in a trade name dies and if
the trade name is sold/assigned to another member and if the other member
practices (either as sole proprietor or in partnership with others)
immediately after such sale/ assignment i. In the same trade name ii. In the new trade/firm name Date of establishment as recognized by the Institute in
the case of the deceased member if the sale/assignment is made (within one
year from the date of the death of the member. The date of approval of the new trade/ firm name or the
establishment of practice under new trade/firm name by other member/members
whichever is later. 27.2.1999 27.2.1999 III. Partnerships Firms (a) F irm consisting of two partners- If one of the
partners retires/dies and if the remaining partner continues either as sole
proprietor or in partnership with others i. In the same firm name ii. In a new firm name (b) Firm consisting of more than two partners- If one
or more of the partners dies/retires and the remaining partners continue to
practice in the same firm name with or without dissolution There is no change in the date of the establishment of
the firm. Date of approval of new firm name or the date of
establishment of the firm under the new firm name whichever is later. There is no change in the date of the establishment of
the firm. 27.2.1999 27.2.1999 IV. Merger or Amalgamation of two or more firms. If two or more firms merge/amalgamate, the new firm
after merger/amalgamation practices. i. In the firm name of one of the merged firms ii. In a new firm name, in cases where the existing
firm is seeking change of firm name and approval thereof. Date of establishment of the firm, will be the oldest
date of establishment 1. Change of name from the date of approval. 2. There is no change in the date of establishment. The
old trade/firm name will be frozen in the Institute‘s records based on the
request received and unfreeze of the name will also be done on request basis. V. Change in trade/firm name The member/firm continues the practice (with or without
change in constitution) with the change in trade/firm name. (i) Change of name from the date of approval. (ii) There is no change in the date of establishment.
The old trade/firm name will be frozen in the Institute‘s records for three
years from the date of approval of the new trade/firm name. In the
constitution certificate issued by the Institute during that period of three
years, the name will be mentioned as ?M/s…………. (formerly known as M/s………….)? During that period of three years, the firm will be
given the option to have its original name at the choice of all the partners
only if all those partners so apply to the Institute in the prescribed
manner. 27.2.1999 Note: (1)
Trade name: The name in which the member
practices as a sole proprietor. (2)
Firm name: The name in which the firm
practices. (3)
"Trade name and "Firm name are the
names as approved by ICAI. (4)
Merger/amalgamation is a term not applicable
to firms under the Partnership Act. It is the reconstitution of firm by
addition/deletion of partners. The principles applicable to any reconstitution
will, therefore, apply in these cases.ICAI (Merger & Demerger of Ca Firms) Guidelines, 2024
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ICAI (Merger & Demerger Of Ca Firms) Guidelines, 2024
ICAI (Merger & Demerger Of Ca Firms) Guidelines, 2024
1. Short title, applicability and commencement.
2. Definitions.
3. Concept & Background of Mergers & Demergers.
4. Merger.
5. Demerger.
6. Miscellaneous.