Sections 56 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.
Sections 56 and 57 permit two kinds of company to convert into an LLP: a private company under the Third Schedule, and an unlisted public company under the Fourth Schedule. Each section is a single sentence that points to its Schedule, where the conditions and documents sit. If you are looking at converting your company, our company to LLP conversion service can take you through it.
A private company may convert into an LLP in accordance with Chapter X and the Third Schedule (s.56). An unlisted public company may convert in accordance with Chapter X and the Fourth Schedule (s.57). Both sections are enabling: the conditions, such as who the partners will be and the absence of any security interest, are in the Schedules, and the registration and effect are in section 58.
What the two sections say
| Section | Text | Schedule |
|---|---|---|
| 56 | "A private company may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Third Schedule." | Third Schedule |
| 57 | "An unlisted public company may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Fourth Schedule." | Fourth Schedule |
Like section 55, which deals with firms, these sections say "may". Conversion is optional. They place no condition of their own on the company.
Private versus unlisted public. The route depends on the kind of company. A listed public company is not covered by section 57, which speaks only of an "unlisted public company". In the Fourth Schedule, "unlisted public company" means a company which is not a listed company. The sections themselves do not mention one-person companies, section 8 companies or other kinds; for those, see our guides such as how to convert a one person company into an LLP and how to convert a section 8 company into an LLP.
Where the conditions are
The Schedules are not reproduced here; each has its own article: Third Schedule and Fourth Schedule. To give the shape of the route, the following points appear in the Schedules in the copy of the Act consulted.
- Eligibility. A company may apply to convert if and only if (a) there is no security interest in its assets subsisting at the time of application (the Fourth Schedule's words; the Third Schedule's wording on this limb is partly unclear in the copy consulted and should be checked in the official text), and (b) the partners of the LLP to which it converts comprise all the shareholders of the company and no one else.
- Statement. A statement by all its shareholders, in the prescribed form and manner and with the prescribed fee, giving the company's name and registration number and the date of incorporation, together with the incorporation document and statement referred to in section 11.
- Registration. The Registrar registers the documents and issues a certificate of registration. The LLP must, within fifteen days of registration, inform the Registrar of Companies about the conversion in the prescribed form and manner.
- Refusal. The Schedule says the Registrar need not register if he is not satisfied with the particulars, and an appeal may be made before the Tribunal against refusal.
For the form, see our post on Form 18 under sections 56 and 57. The form and fee are prescribed by the LLP Rules, 2009 as amended from time to time; this article states no fee. Related guides are conversion of a private company to an LLP, conversion of an unlisted public company to an LLP and board resolution for conversion of a company to LLP.
Registration and effect: section 58
Section 58(1) is the registration clause. On satisfying that the company has complied with the Third or Fourth Schedule, the Registrar registers the documents and issues a certificate stating that the LLP is registered under the Act from the date specified. Section 58(4) says that from that date:
- there is an LLP by the name in the certificate;
- all tangible and intangible property vested in the company, with its assets, interests, rights, privileges, liabilities, obligations and whole undertaking, are transferred to and 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.
See section 58 for the full text.
Who the partners will be
The Schedules say that the LLP's partners must be all the company's shareholders and no one else. That has practical consequences:
- If the company has a shareholder who does not want to become a partner, the conversion as the Schedule is worded is not available until the shareholding changes. The text gives no route to leave a shareholder out.
- Every shareholder joins the statement, so every shareholder must sign.
- The LLP needs the minimum number of partners and designated partners under sections 6 and 7.
Example. Prisha Textiles Private Limited has three shareholders: Prisha, her brother and an investor. The company has no security interest on its assets. All three agree to become partners of the LLP. They file the statement and documents under the Third Schedule, the Registrar registers them and issues a certificate, and from the date in the certificate the company's property and liabilities vest in the LLP and the company is deemed dissolved. If the investor had declined to become a partner, the Schedule's eligibility condition would not be met.
Practical points
- Check first for any charge or security on the company's assets; the Schedules make absence of a security interest a condition.
- Obtain every shareholder's consent, in writing.
- Settle the LLP agreement terms before filing.
- After registration, give the Registrar of Companies the intimation within fifteen days.
- Update bank accounts, licences, GST and other registrations to the LLP's name. See our income-tax guides for tax questions.
Need help converting your company?
Conversion requires every shareholder's signature, a clean position on charges, the Schedule documents and a follow-up with the Registrar of Companies. Our company to LLP conversion service can prepare the filing and manage the steps.
Key takeaways
- A private company may convert under the Third Schedule (s.56); an unlisted public company under the Fourth Schedule (s.57).
- The sections are enabling; the conditions are in the Schedules and section 58.
- The LLP's partners must be all the shareholders and no one else.
- The Schedules require that there be no security interest in the company's assets.
- Within fifteen days of registration, the LLP informs the Registrar of Companies.
- On registration, the company's property and liabilities vest in the LLP and the company is deemed dissolved (s.58(4)).
Read next
- Section 55: conversion from firm into LLP
- Section 58: registration and effect of conversion
- Third Schedule: conversion of private company into LLP
- How to convert a private limited company 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.