Incorporation of a partnership

Incorporation of a partnership

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I have some clients who are currently operating as a Partnership.  They are considering whether to incorporate.  Whilst I have clients who are limited companies I have not been involved in the process of changing from a partnership. 

Please could I have some advice, my main areas of concern are:

1) the agreement of transfer of assets etc from the partnership in return for shares  - is a solicitor required for this?

2) the valuation of asset transfers.  They currently have assets that have been depreciated but have not had capital allowances claimed against them, would they transfer in at NBV and would capital allowances be able  be claimed against them in the new company?

3) there are some losses carried forward from previous years trading, can these losses be utilised against salary/dividend payments from the limited company?

Thank you

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