All Regional Directors, All Registrar ol' Companies, — THE LIMITED LIABILITY PARTNERSHIP ACT, 2008

o To, All Regional Directors, All Registrar ol' Companies, Subject: Clonversion of a firnr into a Limited Liabilit-v- Partnership * Cllarification. Sir, The Ministry has been examining some of the issues raised by stakeholders with regard to clarifications on the provisions of the Limited Liability Partnership (LLP) Act, 2008 with regard to conversion of a partnership firm into LLP. The issues relate to clarification with regard to (i) conversion of multiple partnership firms (including audit firms) into a single LLP and (ii) manner in which appointee company shall take note of the change in the status of auditor once the relevant CA audit has got itself converted into a CA audit LLP as per the relevant provisions of the LLP Act, 2008. The relevar"rt issues have been exarnined in the Ministry in consultaticxr with the 'Expert comnrittee on LLP Issues' set up in the Ministry and following clarilications are conveyecl lbr the guidance cll'concerned stakeholders:- (t) The provisions of sections 55 and 58 of the LLP Act, 2008 read with Second Schedule thereto, inter-olia, provide for requirements in respect of conversion of a single partnership firm into a single LLP. The LLP Act, 2008 does not provide for conversion of two or more firms into a single LLP. (iil The provisions of section 58(4) (b) of the LLP Act, 2008 provide that on conversion of a firm into an LLP, as per the provisions of the said Act all property, assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of the undertaking of the firm shall be transferced to and shall vest in the LLP without further assurance, act or deed. Accordingly, tf a CA audit firm, being an auditor in a company under the Companies Act, 1956, gets converted into an LLP after complying with t