Chapter X - Conversion into Limited Liability Partnership
Section 56
Section 56: Conversion from private company into limited liability partnership
A private company may convert into an LLP under Chapter X and the Third 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 private company may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Third Schedule.
Key takeaways
Available route
Section 56 permits a private company to convert.
Schedule controls
The Third Schedule sets the conversion conditions.
Registration effect
Section 58 governs registration and the resulting transfer and dissolution effects.
When this section applies
A private company may convert into an LLP under Chapter X and the Third Schedule.
Key steps
- Confirm company type: Verify that the applicant is a private company.
- Apply the Third Schedule: Check the schedule’s eligibility and document requirements.
- Complete registration: File the required documents and use section 58 to confirm the effective date.
Practical preparation
Check these section-specific points against the facts and records.
- Confirm that the converting entity is a private company.
- Review the Third Schedule conditions for conversion.
- Submit the conversion documents for registration under section 58.
- On registration, calendar the 15-day notice to the former Registrar of Companies.
Practical checklist
Do
- Check all Third Schedule conditions.
- Use the certificate date when assessing transfer of assets and liabilities.
Avoid
- Do not assume every company is eligible for this route.
- Do not apply firm conversion conditions to a private company.
Illustrative example
Hypothetical: section 56 in practice
A private company’s members propose to carry on the undertaking through an LLP.
Confirm company type
Verify that the applicant is a private company.
Apply the Third Schedule
Check the schedule’s eligibility and document requirements.
Complete registration
File the required documents and use section 58 to confirm the effective date.
Outcome
- Conversion can occur if the Third Schedule and Chapter X are satisfied and the Registrar issues the section 58 certificate.
Glossary
- Private company
- The company category eligible to use this section’s route, subject to the Third Schedule.
- Third Schedule
- The schedule governing private-company conversion to an LLP.
Frequently asked questions
Which schedule applies to a private company?
The Third Schedule.
When do the conversion effects arise?
Section 58 ties them to the registration date specified in the certificate.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026