Rules 32-33 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.
Rules 32 and 33 deal with the end stage of a conversion into an LLP. Rule 32 requires the Registrar to issue a certificate of registration and lets an applicant appeal to the Tribunal if registration is refused. Rule 33 requires an intimation of the conversion to the Registrar of firms or Registrar of Companies. This article explains both as notified in 2009.
When a firm, private company or unlisted public company converts into an LLP, the Registrar issues a Certificate of Registration under his seal in the prescribed form (rule 32(1)). If he refuses registration, the applicant may apply to the Tribunal within sixty days from the date of receipt of the intimation of refusal (rule 32(2)). Within fifteen days of the date of registration of the LLP, an intimation of the conversion goes to the Registrar of firms or Registrar of Companies, as the case may be (rule 33). These two rules were to come into force on a date to be notified later (rule 1(2)(b)). The Rules have been amended since 2009.
Read this first: the 2009 text and later amendments
This article states what rules 32 and 33 provided as notified on 1 April 2009. The Rules have been amended several times since, and the forms, fees and time limits for conversions may differ now. Also, rule 1(2)(b) says rules 32 and 33 come into force "on such date as the Central Government may, by notification in the Official Gazette, appoint"; that notification is not in the text used here, so this article does not say when the rules began. Check the current Rules and the MCA portal before acting. This article gives no fee amount, no form field detail and no portal step, and it refers to the forms as "the form prescribed for this purpose".
The rules support section 58 of the Act; see Section 58: registration and effect of conversion. The conversion rules themselves, rules 38 to 40, are covered in a separate article. For a company converting into an LLP, our company to LLP or OPC conversion service covers the current route.
Rule 32(1): the certificate of registration
"The Registrar shall, on conversion of a firm, private company or an unlisted public company into limited liability partnership, issue a Certificate of Registration under his seal" in the prescribed form.
Three things stand out.
- Three types of converting entity. The rule names a firm, a private company and an unlisted public company. A listed company or any other body is not named; the text does not deal with them.
- "Shall". The duty to issue the certificate is mandatory once conversion is made.
- Under his seal. The certificate bears the Registrar's seal.
The effect of registration is in the Act. The rule only prescribes the certificate. For the effect, see the Act article on section 58 linked above.
Rule 32(2): appeal to the Tribunal
"In the event, Registrar has refused the registration, the applicant firm or private company or unlisted public company, as the case may be, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal."
| Element | As notified in 2009 |
|---|---|
| Trigger | The Registrar has refused the registration |
| Who may apply | The applicant firm, private company or unlisted public company |
| Where | The Tribunal |
| Time limit | Sixty days from the date of receipt of the intimation of refusal |
The sixty days run from receipt of the intimation, not from the date of the refusal. The rule does not say what the Tribunal may do or what procedure it follows. The text says nothing more about the Tribunal. For the Tribunal as defined in the Act, see Section 2 of the LLP Act, Part 2 and, for its jurisdiction, Sections 72-73.
Example. Bansal Brothers, a partnership firm, applied to convert into Bansal Brothers LLP. The Registrar refused registration and sent an intimation, which the firm received on 12 August. Under rule 32(2) the firm may apply to the Tribunal within sixty days of 12 August. If the intimation had been sent earlier but received on 12 August, the period runs from receipt.
Rule 33: intimation to the Registrar of firms or Companies
"For the purposes of the proviso to sub-section (1) of section 58, where the firm, private company or unlisted public company has been converted into limited liability partnership, an intimation of such conversion to the concerned Registrar of firms or Registrar of Companies, as the case may be, shall be given in within fifteen days of the date of registration of the LLP."
Points to note:
- Who receives it. The Registrar of firms for a converted firm, and the Registrar of Companies for a converted company. The word "concerned" means the one with whom the firm or company was registered.
- Time limit. Fifteen days from the date of registration of the LLP, not from the date of the certificate's receipt.
- Purpose. The rule is "for the purposes of the proviso to sub-section (1) of section 58". The rule does not say what the proviso requires, so the Act must be consulted.
- Who gives the intimation. The rule does not say; the sub-rule is in the passive ("an intimation ... shall be given"). The text does not name the person.
Example. Kamat Foods Private Limited converts into Kamat Foods LLP, registered on 3 March. The intimation to the concerned Registrar of Companies must be given within fifteen days of 3 March.
How the two rules work together
| Stage | Rule | What happens |
|---|---|---|
| Registration granted | 32(1) | Registrar issues a Certificate of Registration under his seal |
| Registration refused | 32(2) | Applicant may apply to the Tribunal within sixty days of receiving the intimation |
| After registration | 33 | Intimation to the Registrar of firms or Registrar of Companies within fifteen days of the date of registration of the LLP |
Commencement
Rule 1(2)(b) puts rules 32 and 33, with rules 38 to 40, in the group that comes into force on a date the Central Government appoints by notification. See Rules 1-2. The source text used for this series is the 2009 notification, which does not contain the later notification, so the date is not stated here.
Practical points
- Note the date of registration of the LLP; the fifteen days under rule 33 run from it.
- Calendar the sixty days from receipt of any refusal, if an appeal is contemplated.
- Check the current rules for forms, fees and the exact steps of a conversion. The 2009 text may not match the present process.
Need help converting a company or firm into an LLP?
A conversion has several filings before and after the certificate. Our company to LLP or OPC conversion team can handle the current process, including the intimation after registration.
Key takeaways
- On conversion of a firm, private company or unlisted public company, the Registrar issues a Certificate of Registration under his seal (rule 32(1)).
- If registration is refused, the applicant may apply to the Tribunal within sixty days from receipt of the intimation of refusal (rule 32(2)).
- An intimation goes to the Registrar of firms or Registrar of Companies within fifteen days of the date of registration of the LLP (rule 33).
- Rules 32 and 33 were to start on a date notified later; that notice is not in the 2009 text.
- Check the current Rules for the forms, fees and process.
Read next
- Rules 38-40: conversion of a firm, private company and unlisted public company
- Rules 28-31: investigation, security for costs and inspector's report
- Conversion of a private company to LLP
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.