# Conversion into LLP [Sections 55 – 58]

The LLP Act allows three types of entities to convert into an LLP. Each is governed by a separate Schedule.

## Who can Convert and How?

Section	Convert FROM	Schedule applicable
S.55	A Partnership Firm	Second Schedule
S.56	A Private Company	Third Schedule
S.57	An Unlisted Public Company	Fourth Schedule

> A listed public company CANNOT convert into an LLP — the Act covers only firms, private companies, and unlisted public companies.

## Registration and Effect of Conversion [Section 58]

### A. Registration Process

1. The Registrar, on being satisfied that the firm / private company / unlisted public company has complied with the Act and rules, shall:

Register the documents; and
Issue a Certificate of Registration in the form he determines, stating the date from which the LLP is registered.

2. Within 15 days of registration, the LLP shall inform the:

Registrar of Firms (if converted from firm), OR
Registrar of Companies (if converted from private/unlisted public company)

about the conversion and particulars of the new LLP.

3. On conversion:

Partners of the firm become partners of LLP.
Shareholders of the company become partners of LLP.
All such persons are bound by the relevant Schedule (2nd / 3rd / 4th).

### B. Effect of Registration

From the date of registration on the certificate:

1. An LLP comes into existence in the name specified in the certificate.

2. Universal Succession — All assets, interests, rights, privileges, liabilities, obligations, and the whole undertaking of the firm/company vest in the LLP automatically.

3. The firm/company is deemed dissolved and its name is removed from the records of:

Registrar of Firms (if firm), OR
Registrar of Companies (if company).

## Key Takeaway

Conversion produces three simultaneous effects: (a) birth of LLP, (b) automatic transfer of everything to LLP, (c) death (dissolution) of the predecessor firm/company.

Worked example

### Example 1

Example 1: ABC & Co., a partnership firm under the Indian Partnership Act, 1932, decides to convert to ABC LLP. The conversion is governed by Section 55 of the LLP Act read with the Second Schedule. After registration, the firm is dissolved and removed from the Registrar of Firms' records. ABC LLP must inform the Registrar of Firms within 15 days.

### Example 2

Example 2: XYZ Pvt Ltd (private company) converts to XYZ LLP. On the date of certificate of registration:

All assets including a factory land owned by XYZ Pvt Ltd automatically vest in XYZ LLP — no separate conveyance deed required.
All loans/liabilities pass to XYZ LLP.
XYZ Pvt Ltd's name is struck off the Registrar of Companies records.
Shareholders of XYZ Pvt Ltd become partners of XYZ LLP.

### Example 3

Example 3: LMN Ltd, a LISTED public company, applies for conversion to LLP. This is NOT permitted — only unlisted public companies can convert under S.57.

⚠️ Common exam mistakes

Forgetting that a LISTED public company cannot convert to LLP — only unlisted public companies (S.57).
Missing the 15-day notice requirement to the Registrar of Firms / Companies after conversion.
Thinking separate conveyance is needed to transfer assets — vesting is automatic and statutory.
Confusing which Schedule applies — Firm = 2nd, Pvt Co = 3rd, Unlisted Pub Co = 4th.
Not appreciating that the predecessor entity is deemed dissolved on conversion — it ceases to exist.

Bare-Act text Sections 55, 56, 57, 58 · Limited Liability Partnership Act, 2008 · click to expand

Section 55 — Conversion from firm into LLP: A firm may convert into a LLP in accordance with the provisions of this Chapter and the Second Schedule. Section 56 — Conversion from private company into LLP: A private company may convert into a LLP in accordance with this Chapter and the Third Schedule. Section 57 — Conversion from unlisted public company into LLP: An unlisted public company may convert into a LLP in accordance with this Chapter and the Fourth Schedule. Section 58 — Registration and effect of conversion: (1) Registrar shall register documents and issue certificate of registration on satisfaction of compliance. (2) LLP shall, within 15 days, inform the Registrar of Firms / Companies of conversion. (3) Partners of firm / shareholders of company become partners of LLP, bound by the relevant Schedule. On registration: (a) LLP comes into existence; (b) all assets, rights, liabilities and undertaking vest in LLP; (c) firm/company deemed dissolved and removed from records.

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Conversion into LLP (Sections 55, 56, 57, 58)

Worked example

⚠️ Common exam mistakes