Chapter X - Conversion into Limited Liability Partnership
Section 55
Section 55: Conversion from firm into limited liability partnership
A firm may convert into an LLP under Chapter X and the Second Schedule.
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This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
A firm may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Second Schedule.
Key takeaways
Available route
Section 55 permits a firm to convert.
Schedule controls
The Second Schedule supplies the detailed conversion conditions.
Registration effect
Section 58 governs registration and the effect of conversion.
When this section applies
A firm may convert into an LLP under Chapter X and the Second Schedule.
Key steps
- Confirm starting entity: Confirm the applicant is a firm.
- Apply the Second Schedule: Check its conditions, documents and partner requirements.
- Complete registration: Proceed through section 58 and retain the LLP registration certificate.
Practical preparation
Check these section-specific points against the facts and records.
- Confirm that the converting business is a firm.
- Review the Second Schedule conditions for conversion.
- Prepare the documents required for registration under section 58.
- Record the Registrar’s certificate date and the effects of conversion.
Practical checklist
Do
- Read the Second Schedule before preparing conversion documents.
- Check the section 58 notice to the former registrar after registration.
Avoid
- Do not treat section 55 alone as completing conversion.
- Do not use the Third or Fourth Schedule for a firm conversion.
Illustrative example
Hypothetical: section 55 in practice
Two partners in a registered firm want to operate as an LLP.
Confirm starting entity
Confirm the applicant is a firm.
Apply the Second Schedule
Check its conditions, documents and partner requirements.
Complete registration
Proceed through section 58 and retain the LLP registration certificate.
Outcome
- They may use the section 55 route if they satisfy Chapter X and the Second Schedule and receive registration under section 58.
Glossary
- Firm
- A partnership firm using the conversion route in the Second Schedule.
- Second Schedule
- The schedule governing conversion of a firm to an LLP.
Frequently asked questions
Can a firm convert into an LLP?
Yes, under Chapter X and the Second Schedule.
Is a mere decision by partners sufficient?
No. The statutory schedule and registration process must be followed.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026