Maharaja Bhanu Pratap Pvt. Ltd. was incorporated as Private Limited Company in year 1943 under prevailing Companies Act. The main objective of the Company was to maintain the properties of the Maharaja and the revenue th
CS Executive · Setting Up of Business, Industrial and Labour Laws · PYQS · December 2025
Maharaja Bhanu Pratap Pvt. Ltd. was incorporated as Private Limited Company in year 1943 under prevailing Companies Act. The main objective of the Company was to maintain the properties of the Maharaja and the revenue therefrom. However, after a long period, it was felt that the company became un-operational. Further, the younger generation decided to start advisory business. Hence, it was decided that Maharaja Bhanu Pratap Pvt. Ltd. will be converted into an LLP. In view of the above situation, what conditions are to be fulfilled for such conversion. Also describe the effect of conversion.
Answer & Explanation:
Section 56 of the LLP Act, 2008 provides for conversion from private company into limited liability partnership. A private company may convert into a limited liability partnership in accordance with the provisions of the Chapter X and the Third Schedule. According to Third schedule, a company may apply to convert into a limited liability partnership in accordance with this Schedule if and only if- (a) there is no security interest in its assets subsisting or in force at the time of application; and (b) the partners of the limited liability partnership to which it converts comprise all the shareholders of the company and no one else. Upon such conversion, the company, its shareholders, the limited liability partnership into which the company has converted and the partners of that limited liability partnership shall be bound by the provisions of this Schedule that are applicable to them. Effect of Conversion from Company to LLP: As per Schedule III 6. Effect of registration.: On and from the date of registration specified in the certificate of registration issued under paragraph 4 (Registration of conversion). (a) there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act; (b) all tangible (movable or immovable) and intangible property 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 to and shall vest in the limited liability partnership without further assurance, act or deed; and (c) the company shall be deemed to be dissolved and removed from the records of the Registrar of Companies.
Topics: Setting Up of Business