Corporate and Other Laws · The Limited Liability Partnership Act, 2008

Conversion into LLP, Foreign LLPs and Winding Up

Updated 4 October 2026 · Fact-checked

A firm, private company or unlisted public company can convert into an LLP under Sections 55 to 58 by following the relevant Schedule. On registration, all property and liabilities vest in the LLP and the old entity is dissolved. Foreign LLPs are governed by rules under Section 59. An LLP's winding up is voluntary or by the Tribunal (Section 63).

Understand Conversion into LLP, Foreign LLPs and Winding Up

An LLP is often formed not from scratch but by converting an existing business. The Act allows three types of entity to convert: a firm (Section 55, Second Schedule), a private company (Section 56, Third Schedule) and an unlisted public company (Section 57, Fourth Schedule). A listed company cannot use this route. A partnership firm in this context means one registered under the Indian Partnership Act, 1932.

The process is the same in outline each time. The entity files the documents the relevant Schedule requires. The Registrar must be satisfied that the Schedule has been complied with. He then registers the documents and issues a certificate of registration. It states that the LLP is registered under the Act from the date specified in the certificate.

Section 58(4) lists the effects, and they apply despite any other law. From the date of registration: (a) an LLP exists under the name in the certificate; (b) all tangible and intangible property, assets, interests, rights, privileges, liabilities, obligations and the whole undertaking of the firm or company transfer to and vest in the LLP without further assurance, act or deed; and (c) the firm or company is deemed dissolved and is removed from the records of the Registrar of Firms or Registrar of Companies. The partners or shareholders and the LLP are then bound by the Schedule that applies to them.

There is also a post-conversion duty. Within fifteen days of the date of registration, the LLP must inform the Registrar of Firms or Registrar of Companies, with whom it was earlier registered, about the conversion and its particulars, in the prescribed form and manner.

Foreign LLPs are dealt with briefly. Section 59 lets the Central Government make rules on how a foreign LLP may set up a place of business in India and carry on business there. The rules may apply or incorporate, with suitable modifications, the provisions of the Companies Act, 2013, or a prescribed regulatory mechanism. Winding up of an LLP may be voluntary or by the Tribunal, and an LLP so wound up may be dissolved (Section 63). The detailed procedure is left to rules the Central Government makes under Section 65.

Key rules to remember

Conversion of a firm: Firm → LLP: Section 55 + Second Schedule; The firm converts in accordance with that Chapter and the Second Schedule.
Conversion of a private company: Private company → LLP: Section 56 + Third Schedule; Only a private company. The Third Schedule governs the conversion.
Conversion of an unlisted public company: Unlisted public company → LLP: Section 57 + Fourth Schedule; A listed public company is not covered by this provision.
Registration and certificate: Registrar satisfied of Schedule compliance → registers documents → certificate of registration (Section 58(1)); The LLP is registered from the date specified in the certificate.
Intimation after conversion: Inform Registrar of Firms / Registrar of Companies within 15 days of registration; This is the proviso to Section 58(1). Form and manner are prescribed.
Effects of conversion: Section 58(4): (a) LLP exists; (b) property, liabilities and undertaking vest in the LLP without further assurance, act or deed; (c) firm or company deemed dissolved and removed from records; Applies from the date of registration in the certificate, notwithstanding any other law.
Foreign LLPs: Section 59: Central Government rules for place of business and carrying on business in India; Rules may apply or incorporate Companies Act, 2013 provisions with modifications, or a prescribed regulatory mechanism.
Winding up and dissolution: Section 63: winding up is voluntary or by the Tribunal; an LLP so wound up may be dissolved; Section 65 empowers the Central Government to make rules on winding up and dissolution.

How to solve Conversion into LLP, Foreign LLPs and Winding Up questions

Use this method for any question on conversion, foreign LLPs or winding up. Write in provision-facts-conclusion order.

1Identify what is asked: conversion, a foreign LLP, or winding up and dissolution.
2For conversion, identify the entity type: firm, private company or unlisted public company. Check that a listed company is not involved.
3Match the entity to its section and Schedule: firm (Section 55, Second Schedule), private company (Section 56, Third Schedule), unlisted public company (Section 57, Fourth Schedule).
4State the process: compliance with the Schedule, registration of documents by the Registrar, and the certificate of registration.
5State the effects under Section 58(4): LLP comes into existence, property and liabilities vest, the old entity is deemed dissolved.
6Add the 15-day intimation duty to the Registrar of Firms or Registrar of Companies if it is relevant to the facts.
7For foreign LLPs, say that the Central Government makes rules under Section 59. For winding up, say it is voluntary or by the Tribunal, and that rules under Section 65 govern the detail.
8Close with a one-line conclusion that answers the exact question asked.

Quickest way: Entity-to-Schedule matching and 5-point recall

When to use it: Use it for MCQs and for short written answers when time is tight.

Remember the order: firm = 55 = Second Schedule; private company = 56 = Third Schedule; unlisted public company = 57 = Fourth Schedule.
In an MCQ, eliminate any option that lets a listed company convert.
Recall the effects as three words: exists, vests, dissolved.
Recall the number 15 (days) for informing the earlier Registrar.
For foreign LLPs or winding up, remember that the Central Government makes rules (Sections 59 and 65), and that winding up is voluntary or by the Tribunal.
In a written answer, give the provision first, apply it to the facts in one or two lines, then conclude. This earns step marks even if one detail slips.

Common mistakes in Conversion into LLP, Foreign LLPs and Winding Up

Saying a listed public company can convert into an LLP.
Students remember 'public company' and drop the word 'unlisted'.
Fix: Always write 'unlisted public company'. Section 57 covers only that.
Mixing up the Schedules, for example linking a private company to the Second Schedule.
The order of entities and Schedules is not memorised as a set.
Fix: Learn the sequence 55-56-57 against Second-Third-Fourth Schedule: firm, private company, unlisted public company.
Saying the old firm or company continues to exist alongside the LLP.
Students treat conversion as creating a new entity without ending the old one.
Fix: Quote Section 58(4)(c): the firm or company is deemed dissolved and removed from the Registrar's records.
Saying assets must be separately transferred by deed or conveyance.
Students apply ordinary transfer rules to the conversion.
Fix: Write that property and liabilities vest in the LLP 'without further assurance, act or deed'.
Forgetting the 15-day intimation to the Registrar of Firms or Registrar of Companies.
It sits in a proviso, so it gets overlooked.
Fix: Tie it to the date of registration. The LLP must inform the earlier Registrar within fifteen days.
Giving a detailed winding-up procedure with section numbers you cannot recall.
Students try to fill space and invent details.
Fix: State only what you are sure of: winding up is voluntary or by the Tribunal, the LLP may then be dissolved, and rules under Section 65 cover the detail.

Worked examples

Example 1

ABC Private Limited wishes to convert into an LLP. Explain the provisions of the LLP Act, 2008 on the conversion and its effects.

Show the solution

Provision: Section 56 allows a private company to convert into an LLP in accordance with the Chapter and the Third Schedule.
Process: The Registrar must be satisfied that the company has complied with the Third Schedule. He then registers the documents and issues a certificate of registration stating that the LLP is registered from the date specified.
Effect on property: From that date, all tangible and intangible property, assets, rights, liabilities, obligations and the whole undertaking of the company vest in the LLP without further assurance, act or deed.
Effect on the company: The company is deemed dissolved and removed from the records of the Registrar of Companies.
Post-conversion duty: Within fifteen days of the date of registration, the LLP must inform the Registrar of Companies about the conversion and its particulars, in the prescribed form and manner.

Answer: ABC Private Limited can convert under Section 56 and the Third Schedule. On registration the LLP exists, all assets and liabilities vest in it automatically, the company is deemed dissolved, and the LLP must inform the Registrar of Companies within 15 days.

Example 2

MCQ: Which of the following can convert into a limited liability partnership under the LLP Act, 2008? (A) A listed public company (B) An unlisted public company (C) A society registered under the Societies Registration Act (D) A foreign company

Show the solution

Section 55 covers a firm, Section 56 a private company and Section 57 an unlisted public company.
Option A is a listed public company. Section 57 covers only unlisted public companies, so A is wrong.
Option C is a society, which is not one of the three entities. It is wrong.
Option D is a foreign company, which is also not covered. It is wrong.
Option B matches Section 57 read with the Fourth Schedule.

Answer: (B) An unlisted public company.

Exam tips

Learn the three conversions as one table in your head: firm (55, Second Schedule), private company (56, Third Schedule), unlisted public company (57, Fourth Schedule).
In scenario questions, check whether the company is listed. That one fact often decides the answer.
Always write the three effects of Section 58(4) in a conversion answer: LLP exists, property and liabilities vest, old entity deemed dissolved.
For foreign LLPs and winding up, keep the answer short and accurate. Say the Central Government makes rules (Sections 59 and 65) and that winding up is voluntary or by the Tribunal.
Do not invent procedure details or time limits beyond the 15-day intimation. Examiners reward correct provisions applied to the facts.

Practice questions from The Limited Liability Partnership Act, 2008

Conversion into LLP, Foreign LLPs and Winding Up in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Conversion into LLP, Foreign LLPs and Winding Up: frequently asked questions

Which entities can convert into an LLP?

A firm, a private company and an unlisted public company can convert. They use Sections 55, 56 and 57 respectively, along with the Second, Third and Fourth Schedules. A listed company cannot use this route.

What happens to the assets and liabilities of the company on conversion?

From the date of registration in the certificate, all property, assets, rights, liabilities and obligations vest in the LLP. This happens without further assurance, act or deed. The company is deemed dissolved and removed from the Registrar's records.

How is a foreign LLP regulated in India?

Section 59 empowers the Central Government to make rules for foreign LLPs setting up a place of business and carrying on business in India. The rules may apply or incorporate Companies Act, 2013 provisions with modifications, or a prescribed regulatory mechanism.

How can an LLP be wound up?

Under Section 63, winding up may be voluntary or by the Tribunal. An LLP so wound up may then be dissolved. The Central Government makes rules on the detailed procedure under Section 65.