Third Schedule: converting a private company into an LLP

Conversion of a private company (Third Schedule), under section 56 of the LLP Act, 2008:

1. Meaning (para 1). "Convert" means the transfer of the company's property, assets, interests, rights, privileges, liabilities, obligations and undertaking to the LLP.
2. Eligibility (para 2). A private company may apply only if no security interest in its assets subsists at the time of application, and the partners of the LLP comprise all its shareholders and no one else.
3. Statements to be filed (para 3). A statement by all its shareholders giving the company's name, registration number and date of incorporation, with the incorporation document and statement referred to in section 11.
4. Registration (para 4). The Registrar registers the documents and issues a certificate of registration; within fifteen days the LLP informs the Registrar of Companies.
5. Refusal (para 5). The Registrar may refuse if not satisfied, subject to an appeal to the Tribunal.
6. Effect (para 6). There is an LLP by the name in the certificate; all the company's property, rights, liabilities and undertaking vest in the LLP; and the company is deemed dissolved and removed from the records of the Registrar of Companies.
7. Property registered with an authority (para 7). Where any transferred property is registered with an authority, the LLP must, as soon as practicable after registration, take the steps that authority requires to notify it of the conversion and of the LLP's particulars.
8. Pending proceedings and orders (paras 8, 9). Any case to which the company was a party, still pending before a court, Tribunal or other authority when the LLP is registered, carries on with the LLP in the company's place and can be concluded and enforced for or against it; so can any conviction, ruling, order or judgment for or against the company.
9. Agreements, contracts and employment (paras 10 to 12). Every agreement of the company has effect as if the LLP were the party instead of the company; its deeds, contracts, bonds, instruments and arrangements continue in force and are enforceable by or against the LLP; and every contract of employment continues with the LLP as the employer.
10. Appointments and powers (para 13). Every appointment of the company in any role or capacity, and any authority or power conferred on it, operates from the date of registration as if made in or conferred on the LLP.
11. Approvals, permits and licences (para 14). Paragraphs 6 to 13 apply to any approval, permit or licence issued to the company under another Act, subject to that Act.
12. Notice in correspondence (para 15). For twelve months, starting not later than fourteen days after registration, every official correspondence of the LLP must state that it is, from the date of registration, an LLP, and give the name and registration number of the company it was converted from; a default is punishable with a fine of ₹10,000 to ₹1 lakh and a further fine for every day it continues.