General Circular No 09/2043

General Circular No 09/2043 FNo. 1/10/2012-CL-V Government of India Ministry of Corporate Affairs Sth Floor; A Wing; Shastri Bhavan Dr. RP. Road, New Delhi-HOOO1 Dated 30.4.2013 AII Regional Directors, AlI Registrar of Companies, Subject: Conversion of a firm into a Limited Liability Partnership Clarification 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 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 relevant issues have been examined in the Ministry in consultation with the Expert committee on LLP Issues set up in the Ministry and following clarifications are conveyed for the guidance of concerned stakeholders: The provisions of sections 55 and 58 of the LLP Act, 2008 read with Second Schedule thereto, inter-alia, 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 ii) The provisions of section 58(4) (6) 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 t0 the firm and the whole of the undertaking of the firm shall be transferred to and shall vest in the LLP without further assurance, act or deed. A

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