The Chartered Accountant

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