> Note: A listed public company cannot convert into LLP.
## Registration & Effect of Conversion [Section 58]
### Step 1: Registration
If the Schedule provisions are complied with:
ROC shall register documents submitted
ROC shall issue a certificate of registration stating that the LLP is registered from the date specified in certificate
### Step 2: Intimation of Conversion
Within 15 days of registration, LLP shall inform the Registrar of Firms (for firm conversion) or ROC (for company conversion) about:
The conversion, AND
Particulars of the LLP
### Step 3: Effect of Conversion (From Date of Registration)
Effect 1
Effect 2
Effect 3
LLP is registered by the name specified in the certificate
All assets, rights, privileges, liabilities and obligations of firm/company are transferred to LLP
Firm/company is deemed dissolved and removed from records of Registrar of Firms / ROC
## Key Take-aways
Conversion = universal succession — no need for separate transfer deeds for each asset.
The dissolution of the firm/company is automatic and follows from the conversion (not from a separate winding-up process).
Worked example
### Example 1
Q: XYZ Limited (a listed public company) wishes to convert into an LLP. Can it?
A: No. Only an UNLISTED public company can convert to an LLP under Section 57. A listed public company is not permitted to convert.
### Example 2
Q: PQR & Co., a partnership firm, converts to PQR LLP. PQR & Co. owns a property with a pending bank loan. Post-conversion, does PQR LLP need a separate sale deed for the property and to take fresh loan?
A: No. Under Section 58, on the date of registration of conversion, ALL assets, rights, privileges, liabilities and obligations of the firm vest automatically in the LLP. The property and the loan stand transferred by operation of law; no separate sale deed or fresh loan is needed.
### Example 3
Q: Sunrise Pvt Ltd converted to Sunrise LLP. Certificate of registration was issued on 1-Mar-2026. By when must Sunrise LLP inform the ROC about conversion?
A: Within 15 days of registration, i.e., by 16-Mar-2026.
⚠️ Common exam mistakes
Believing a listed public company can convert to an LLP — only unlisted public companies can.
Confusing the schedules — Firm/2nd; Private Co./3rd; Unlisted Public Co./4th.
Thinking dissolution of the predecessor firm/company requires a separate process — it is automatic on conversion.
Bare-Act text Sections 55 to 58 · The Limited Liability Partnership Act, 2008 · click to expand
Section 55 - Conversion from firm into LLP: per Second Schedule. Section 56 - Conversion from private company into LLP: per Third Schedule. Section 57 - Conversion from unlisted public company into LLP: per Fourth Schedule. Section 58 - Registration and effect of conversion: Upon compliance, the Registrar shall register and issue certificate of registration. Within 15 days, LLP shall inform Registrar of Firms or ROC. From date of registration, all assets, rights, privileges, liabilities and obligations of firm/company are transferred to LLP, and firm/company are deemed dissolved.