Section 58 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.
Section 58 is the section that completes a conversion. Once a firm, a private company or an unlisted public company has complied with the Second, Third or Fourth Schedule, the Registrar registers the documents and issues a certificate, and from the date in that certificate a new LLP exists and the old entity is treated as dissolved. If you are planning such a move, our conversion of a company into an LLP service covers the filing side.
The Registrar, on satisfying himself that the Schedule has been complied with, registers the documents and issues a certificate of registration stating the LLP is registered on and from the date specified in the certificate (58(1)). The LLP must inform the Registrar of Firms or Registrar of Companies within fifteen days of registration (proviso to 58(1)). From that date the property and liabilities vest in the LLP without further assurance, act or deed, and the firm or company is deemed to be dissolved (58(4)).
Section 58 at a glance
| Sub-section | What it provides |
|---|---|
| 58(1) | Registrar registers documents filed under the Schedule and issues a certificate in the form he determines |
| Proviso to 58(1) | LLP informs the earlier registry within 15 days of registration, in the prescribed form and manner |
| 58(2) | Partners, shareholders and the LLP are bound by the Schedule applicable to them |
| 58(3) | Effects of conversion are those specified in the relevant Schedule |
| 58(4)(a) | An LLP comes into existence by the name in the certificate |
| 58(4)(b) | Property, assets, rights, liabilities and the whole undertaking vest in the LLP |
| 58(4)(c) | The firm or company is deemed dissolved and removed from the old records |
Section 58(1): registration and the certificate
The Registrar acts "on satisfying" that the firm, private company or unlisted public company "has complied with the provisions of the Second Schedule, the Third Schedule or the Fourth Schedule, as the case may be". He then registers the documents submitted under the Schedule, subject to the Act and the rules, and issues a certificate "in such form as the Registrar may determine". The certificate states that the LLP is registered under the Act "on and from the date specified in the certificate".
Two points follow. First, the date that matters is the date printed on the certificate, not the date of the application. Second, registration is not automatic: the Registrar must be satisfied. Each Schedule also has a paragraph letting him decline registration where he is not satisfied with the particulars, with an appeal to the Tribunal. See our articles on the Second Schedule, the Third Schedule and the Fourth Schedule.
The proviso: fifteen days to inform the old registry
The LLP "shall, within fifteen days of the date of registration, inform the concerned Registrar of Firms or Registrar of Companies, as the case may be, with which it was registered under the provisions of the Indian Partnership Act, 1932 or the Companies Act ... about the conversion and of the particulars of the limited liability partnership in such form and manner as may be prescribed."
The printed text says the Companies Act, 1956; the 2021 Act (clause 2) replaces that reference with the Companies Act, 2013 throughout the Act. The section itself states no penalty for missing the fifteen days. If the firm was never registered under the Partnership Act, the Second Schedule itself speaks of the Registrar of Firms with which it "was registered", so the step applies only where there was such a registration.
Section 58(2) and (3): the Schedules bind everyone concerned
On conversion, the partners of the firm, the shareholders of the company, the LLP and its partners "shall be bound by the provisions of the Second Schedule, the Third Schedule or the Fourth Schedule, as the case may be, applicable to them" (58(2)). The effects of conversion are "such as specified" in the Schedule (58(3)). So section 58 is a gateway: the detailed rules on pending suits, contracts, employment and notice on letterhead sit in the Schedules, not here.
Section 58(4): what happens on the registration date
"Notwithstanding anything contained in any other law for the time being in force", on and from the date of registration in the certificate:
- (a) there is an LLP by the name specified in the certificate;
- (b) all tangible (movable or immovable) and intangible property vested in the firm or company, all assets, interests, rights, privileges, liabilities and obligations, and the whole undertaking, "shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed"; and
- (c) the firm or company is "deemed to be dissolved and removed from the records of the Registrar of firms or Registrar of Companies".
Note the order. The dissolution is a consequence of registration, not a separate step: there is no winding up of the firm or company. Note also that liabilities move along with assets. Whether a firm's partners remain personally answerable for old debts is dealt with in the Second Schedule, which says they continue to be liable jointly and severally with the LLP.
Example. Kapoor & Sons, a partnership firm with three partners, files for conversion. The certificate is dated 12 March. From 12 March the LLP exists, the firm's bank balances, stock and contracts stand in the LLP's name, and the firm is treated as dissolved. By the end of the fifteenth day after 12 March, the LLP must tell the Registrar of Firms about the conversion, using the prescribed form.
What section 58 does not say
- It names no time within which the Registrar must decide; check the rules.
- It states no fee; the fee is set under the Schedules and the rules. The LLP Rules, 2009 as amended prescribe the forms.
- It does not say that licences, tax registrations or bank mandates transfer by themselves. The Schedules deal with approvals, permits and licences, "subject to the provisions of such other Act".
Our posts on Form 17 for converting a firm and Form 18 for converting a company show the filings that lead to this certificate.
Need help with a conversion?
A conversion has two ends: the filing that earns the certificate and the clean-up afterwards, including the fifteen-day intimation to the old registry. Our team can handle both; start from our conversion service for companies and we will map the steps for your entity.
Key takeaways
- The Registrar registers on being satisfied that the Schedule is complied with and issues a certificate (58(1)).
- The LLP exists from the date specified in the certificate.
- The LLP must inform the old registry within fifteen days of registration.
- Property, liabilities and the whole undertaking vest in the LLP without further assurance, act or deed (58(4)(b)).
- The firm or company is deemed dissolved and removed from the old records (58(4)(c)).
- The 2021 Act changed only the reference to the Companies Act in this section.
Read next
- Sections 56–57: conversion of private and unlisted public companies
- Section 55: conversion from a firm into an LLP
- Conversion of Private Company to LLP
- Conversion of Partnership Firm to 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.