Fourth Schedule explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Fourth Schedule, which applies under section 57, lets an unlisted public company convert into an LLP. It follows the pattern of the Third Schedule, with a definition that keeps listed companies out. The conditions are no security interest in the company's assets and an LLP whose partners are all the shareholders and no one else. If your company is unlisted and you are considering this route, our company to LLP conversion service can help.
A company may convert if it is an unlisted public company, there is no security interest in its assets subsisting or in force at the time of application, and the partners of the LLP comprise all the shareholders of the company and no one else (paras 1 and 3). All shareholders file a statement with the incorporation document and statement under section 11 (para 4). On registration the LLP exists, assets and liabilities vest in it and the company is deemed dissolved (para 7). The LLP must carry a conversion notice on correspondence for twelve months (para 16).
Where it fits
Section 57 says an unlisted public company may convert "in accordance with the provisions of this Chapter and the Fourth Schedule". Section 58 provides for registration and effect; see our articles on sections 56 and 57 and section 58. Filing is covered in our post on Form 18 under sections 56 and 57, and in our guide on conversion of an unlisted public company to an LLP.
The 2021 Act amended no paragraph of this Schedule. Its clause 2 replaces references to "the Companies Act, 1956" with "the Companies Act, 2013" throughout the Act. The Schedule's footnote marks paragraph 6's second proviso as inserted by G.S.R. 386(E) of 4 June 2009 (as printed).
Paragraphs at a glance
| Para | Heading | What it provides |
|---|---|---|
| 1 | Interpretation | "Company" is an unlisted public company; "convert"; "listed company"; "unlisted public company" |
| 2 | Conversion | Company may convert by complying; bound by applicable provisions |
| 3 | Eligibility | No security interest in assets; partners are all the shareholders and no one else |
| 4 | Statements | Statement by all shareholders; incorporation document and statement under section 11 |
| 5 | Registration | Certificate; fifteen days to inform Registrar of Companies |
| 6 | Refusal | Registrar not bound; appeal to Tribunal; verification |
| 7 | Effect | LLP exists; vesting; company deemed dissolved |
| 8 | Registered property | LLP notifies authority |
| 9 | Pending proceedings | May be continued by or against the LLP |
| 10 | Convictions, orders | May be enforced by or against the LLP |
| 11 | Existing agreements | LLP substituted |
| 12 | Existing contracts | Continue in force |
| 13 | Employment | LLP becomes the employer |
| 14 | Appointments, authority | Take effect as if given to the LLP |
| 15 | Approvals, permits, licences | Paragraphs 7 to 14 apply, subject to the other Act |
| 16 | Notice of conversion | Twelve months on correspondence; fine for default |
Paragraph by paragraph
Paragraph 1: who counts as an unlisted public company
In the Schedule:
- "company" means an unlisted public company;
- "convert" means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and undertaking of the company to the LLP;
- "listed company" means "a listed company as defined in the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 issued by the Securities and Exchange Board of India under Section 11 of the Securities and Exchange Board of India Act, 1992"; and
- "unlisted public company" means "a company which is not a listed company".
So the test is not being a listed company as defined by that SEBI guideline, which is cited as printed. The Schedule does not say whether later SEBI instruments replace that guideline; check the official text and current SEBI rules if you are close to the line.
Paragraph 2: conversion and who is bound
A company may convert "by complying with the requirements as to the conversion set out in this Schedule" (2(1)). After conversion, the company, its shareholders, the LLP and its partners are bound by the provisions of the Schedule that apply to them (2(2)).
Paragraph 3: eligibility
A company may apply "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".
The words are clearer here than in the Third Schedule. A company with a charge on its assets must clear it first. An outside investor cannot be left behind or added in the conversion. Our post on how to convert a public limited company into an LLP covers the practice.
Paragraph 4: statements
The company files with the Registrar (a) a statement by all its shareholders, "in such form and manner to be accompanied by such fee as the Central Government may prescribe", containing the name and registration number of the company and the date on which it was incorporated, and (b) the incorporation document and statement referred to in section 11. The OCR of sub-paragraph (a)(ii) and (b) is partly lost; the sense matches the Third Schedule, para 3. We state no fee.
Paragraph 5: registration
On receiving the documents the Registrar, subject to the Act and the rules, registers them and issues a certificate stating that the LLP is registered "on and from the date specified in the certificate". The LLP must, within fifteen days of the date of registration, inform the concerned Registrar of Companies of the conversion and the LLP's particulars, in the form and manner the Central Government prescribes.
Paragraph 6: refusal and appeal
The Registrar need not register where he is not satisfied with the particulars or information furnished. An appeal may be made to the Tribunal. The proviso inserted by the G.S.R. notification says that until the Tribunal was constituted under the Companies Act, 1956, the appeal could go to the Company Law Board. The Registrar may require the paragraph 4 documents to be verified in the manner he considers fit (6(2)).
Paragraph 7: effect of registration
From the date in the certificate: there is an LLP by the name in the certificate; all tangible (movable or immovable) and intangible property of the company, and all assets, interests, rights, privileges, liabilities, obligations and the whole undertaking, vest in the LLP "without further assurance, act or deed"; and the company is "deemed to be dissolved and removed from the records of the Registrar of Companies".
Paragraphs 8 to 15: the carry-over rules
| Para | Rule |
|---|---|
| 8 | Registered property: LLP notifies the authority as soon as practicable after registration, in the form and manner the authority determines |
| 9 | Pending proceedings by or against the company may be continued, completed and enforced by or against the LLP |
| 10 | Convictions, rulings, orders and judgments may be enforced by or against the LLP |
| 11 | Agreements: LLP stands in the company's place, whether or not rights could be assigned |
| 12 | Deeds, contracts, schemes, bonds, instruments and arrangements continue for and against the LLP |
| 13 | Contracts of employment continue with the LLP as employer |
| 14 | Appointments, authority and powers take effect as if given to the LLP |
| 15 | Paragraphs 7 to 14 apply to approvals, permits and licences, subject to the Act under which they were issued |
As in the Third Schedule, there is no paragraph here on continuing personal liability of shareholders; the text is silent on that point, so check the official text and take advice on any personal exposure of the shareholders.
Paragraph 16: notice of conversion
For twelve months, starting not later than fourteen days after the date of registration, every official correspondence of the LLP must bear (a) a statement that it was converted from a company into an LLP and (b) the name and registration number of the company. Default is "punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees and with a further fine which shall not be less than fifty rupees but which may extend to five hundred rupees for every day after the first day after which the default continues".
Example. Gupta Agro Limited is an unlisted public company with five shareholders and no charges on its assets. All five sign the statement and become the partners of Gupta Agro LLP. On the certificate date, its assets and contracts stand in the LLP's name and the company is deemed dissolved. The Registrar of Companies must be informed within fifteen days, and letters and invoices carry the conversion notice for twelve months.
Need help converting a public company?
Eligibility turns on listing status, security and shareholder identity. Our company to LLP conversion team can check each point before you file.
Key takeaways
- Only an unlisted public company, as defined in paragraph 1, can use this Schedule.
- No security interest may subsist in the company's assets at the time of application (para 3(a)).
- The LLP's partners must be all the shareholders and no one else (para 3(b)).
- The Registrar of Companies must be informed within fifteen days of registration (para 5).
- On registration, property and liabilities vest in the LLP and the company is deemed dissolved (para 7).
- The notice of conversion runs for twelve months; default draws a fine (para 16).
Read next
- Third Schedule: conversion of a private company into an LLP
- Sections 56–57: conversion of private and unlisted public companies
- Conversion of Unlisted Public Company to LLP
- Form 18 Under Sections 56 and 57: Company Conversion Into an LLP
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.