The Chartered Accountant
The Chartered Accountant
The Chartered Accountant
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Section 57 of the LLP Bill provides that an unlisted<br />
public company registered under the Companies<br />
Act can convert itself in a LLP. For this<br />
purpose, it has to follow the procedure stated in<br />
the Fourth Schedule.<br />
<strong>The</strong> procedure for conversion of a private<br />
limited company and an unlisted public limited<br />
company into a LLP as provided in the Third<br />
and Fourth Schedules being more or less identical,<br />
the same is stated below:<br />
(i) A company may apply for conversion into<br />
a LLP only if (a) there is no security interest<br />
in its assets subsisting or in force at the<br />
time of application and (b) all the shareholders<br />
of the company and no one else<br />
are going to be the partners of the LLP.<br />
(ii) <strong>The</strong> company shall file with the ROC -<br />
(a) a statement by all the shareholders<br />
in the prescribed form accompanied<br />
with the prescribed fees the particulars<br />
of the name and registration No.<br />
of the company and the date on which<br />
the company was incorporated.<br />
(b) Incorporation document and the statement<br />
by the Advocate, C.A. Company<br />
Secretary or Cost <strong>Accountant</strong> who is<br />
engaged in the formation of LLP.<br />
(iii) On receiving the documents referred to in<br />
(ii) above, the ROC shall register the documents<br />
and issue a certificate of registration.<br />
ROC will have to state the date from which<br />
LLP is registered.<br />
(iv) Upon such registration, LLP shall inform,<br />
within 15 days, the ROC with whom the<br />
company was registered about conversion<br />
of the company into LLP in the prescribed<br />
form.<br />
(v) If the ROC, for any reason, refuses to register<br />
the LLP, appeal can be filed before<br />
DECEMBER 2008 1022 THE CHARTERED ACCOUNTANT<br />
CORPORATE AND ALLIED LAWS<br />
<strong>The</strong> LLP Act is divided into 14 Chapters. <strong>The</strong>re are 81 sections and Four<br />
Schedules. <strong>The</strong> ROC has been given powers to regulate the working of<br />
LLPs. For this purpose, certain documents are required to be filed<br />
with ROC and filing fees will have to be paid. As per some procedural<br />
provisions of the LLP Act , ROC has power to conduct inspection of<br />
documents and call for information from LLP.<br />
the Tribunal.<br />
(vi) On and from the date of registration<br />
specified in the certificate of registration –<br />
(a) LLP by the name specified in the certificate<br />
of registration will come into<br />
existence.<br />
(b) all tangible and intangible properties<br />
vested in the company, all assets, interests,<br />
rights, privileges, liabilities, obligations,<br />
relating to the company and<br />
the whole of the undertaking of the<br />
company shall be transferred and shall<br />
vest in the LLP without further assurance,<br />
act or deed, and<br />
(c) the company shall be deemed to be dissolved<br />
and removed from the records<br />
of ROC.<br />
(vii) If any of the above properties is registered<br />
with any authority, the LLP shall, as soon<br />
as practicable, after the date of registration,<br />
take all necessary steps as required by the<br />
relevant authority to notify the authority<br />
of the conversion and of the particulars of<br />
the LLP in such medium and from as the<br />
authority may specify.<br />
(viii) All proceedings by or against the company<br />
which are pending in any Court, Tribunal<br />
or any authority on the date of registration<br />
may be continued, completed and enforced<br />
by or against the LLP.<br />
(ix) Any conviction, ruling, order or judgment<br />
of any Court, Tribunal or other authority<br />
in favour of or against the company may<br />
be enforced by or against the LLP.<br />
(x) Every agreement to which the company was<br />
a party immediately before the date of registration<br />
of LLP, whether or not of such nature<br />
that the rights and liabilities there under<br />
could be assigned, shall have effect as form<br />
that day as if -