The Chartered Accountant
The Chartered Accountant
The Chartered Accountant
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y or against the LLP.<br />
CORPORATE AND ALLIED LAWS<br />
A LLP can be wound up voluntarily. In the alternative, it can be wound up<br />
by the National Company Law Tribunal (Tribunal) in various circumstances<br />
which include: If LLP decides that it be wound up by the Tribunal, or<br />
if for a period of more than 6 months the number of partners of<br />
LLP is reduced below two, or if the LLP is unable to pay its debts, or<br />
if the LLP has acted against the interests of the sovereignty and integrity<br />
of India.<br />
(vii) Any conviction, ruling, order or judgment of<br />
any Court, Tribunal or other authority in favour<br />
of or against the firm may be enforced<br />
by or against the LLP.<br />
(viii) Every agreement to which the firm was a party<br />
immediately before the date of registration,<br />
whether or not of such nature that the rights<br />
and liabilities thereunder could be assigned,<br />
shall have effect as from that day as if-a)<br />
the LLP was a party to such an agreement<br />
instead of the firm; and<br />
b) for any reference to the firm, there<br />
was substituted in respect of anything<br />
to be done on or after the date of registration<br />
a reference to the LLP.<br />
(ix) All deeds, contracts, schemes, bonds, agreements,<br />
applications, instruments and arrangements<br />
subsisting immediately before<br />
the date of registration relating to the firm<br />
or to which the firm is a party, shall continue<br />
in force on and after that date as if<br />
they relate to the LLP and shall be enforceable<br />
by or against the LLP as if the LLP<br />
was named therein or was a party thereto<br />
instead of the firm.<br />
(x) Every contract of employment shall continue<br />
to be in force on or after the date of<br />
registration as if the LLP was the employer<br />
thereunder instead of the firm.<br />
(xi) Every appointment of the firm in any role<br />
or capacity which is in force immediately before<br />
the date of registration shall take effect<br />
and operate from that date as if the LLP<br />
was appointed.<br />
(xii) Any authority or power conferred on the<br />
firm which is in force immediately before<br />
the date of registration shall take effect and<br />
operate from that date as if it was conferred<br />
on the LLP.<br />
(xiii) <strong>The</strong> provisions of clauses (iv) to (xii) above<br />
shall apply to any approval, permit or licence<br />
issued under any other law to the firm which<br />
is in force immediately before the date of<br />
registration of the LLP. This will, however,<br />
be subject to the provisions of the relevant<br />
law under which such approval, permit or<br />
licence is issued.<br />
(xiv) Every partner of a firm that has converted<br />
into a LLP shall continue to be personally<br />
liable (jointly and severally with the LLP)<br />
for the liabilities and obligations of the firm<br />
which were incurred prior to the conversion<br />
or which arose from any contract entered<br />
into prior to the conversion.<br />
(xv) If any such partner discharges any liability<br />
or obligation referred to above, he shall be<br />
entitled (subject to any agreement with the<br />
LLP to the contrary) to be fully indemnified<br />
by the LLP in respect of such liability or<br />
obligation.<br />
(xvi) LLP shall ensure that for a period of<br />
twelve months commencing, not later than<br />
fourteen days after the date of registration,<br />
every official correspondence of the LLP<br />
bears the following :<br />
a) a statement that it was, as from the<br />
date of registration, converted from a<br />
firm to a LLP; and<br />
b) the name and registration number of<br />
the firm from which it was converted.<br />
Conversion of a Limited Company into<br />
LLP<br />
Section 56 of the LLP Bill provides that a private<br />
limited company registered under the Companies<br />
Act can convert itself in a LLP. For this purpose,<br />
it has to follow the procedure stated in the Third<br />
Schedule.<br />
THE CHARTERED ACCOUNTANT 1021 DECEMBER 2008