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Chapter X - Conversion into Limited Liability Partnership

Section 57

Section 57: Conversion from unlisted public company into limited liability partnership

An unlisted public company may convert into an LLP under Chapter X and the Fourth Schedule.

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Need advice on Section 57?

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.

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Statutory text

Bare law

An unlisted public company may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Fourth Schedule.

Key takeaways

1

Entity limit

The route is for an unlisted public company.

2

Schedule controls

The Fourth Schedule supplies the detailed conditions.

3

Registration effect

Section 58 sets out the registration process and effects.

When this section applies

An unlisted public company may convert into an LLP under Chapter X and the Fourth Schedule.

Key steps

  • Confirm listing status: Verify that the public company is unlisted.
  • Apply the Fourth Schedule: Check eligibility and required conversion documents.
  • Register and notify: Obtain the section 58 certificate and comply with the notice proviso.

Practical preparation

Check these section-specific points against the facts and records.

  • Confirm that the converting entity is an unlisted public company.
  • Review the Fourth Schedule conditions for conversion.
  • Submit the conversion documents for registration under section 58.
  • Record the certificate date and calendar the 15-day notice to the former Registrar of Companies.

Practical checklist

Do

  • Document the company’s unlisted status.
  • Review Fourth Schedule obligations for shareholders and the new LLP.

Avoid

  • Do not apply this section to a listed public company.
  • Do not treat shareholder approval alone as statutory conversion.

Illustrative example

Hypothetical: section 57 in practice

An unlisted public company decides to adopt an LLP structure.

  1. Confirm listing status

    Verify that the public company is unlisted.

  2. Apply the Fourth Schedule

    Check eligibility and required conversion documents.

  3. Register and notify

    Obtain the section 58 certificate and comply with the notice proviso.

Outcome

  • It may convert under the Fourth Schedule once the statutory requirements and section 58 registration are completed.

Glossary

Unlisted public company
A public company that is not listed, the entity category named in section 57.
Fourth Schedule
The schedule governing conversion of an unlisted public company to an LLP.

Frequently asked questions

Can a listed public company use section 57?

No. The provision names only an unlisted public company.

Which schedule governs?

The Fourth Schedule.

Need help applying this provision to your situation?

Contact Bizeneed

Last updated 10 October 2026