CONVERSION FROM FIRM INTO LIMITED LIABILITY PARTNERSHIP

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.... into limited liability partnership. 2. (1) A firm may convert into a limited liability partnership by complying with the requirements as to the conversion set out in this Schedule. (2) Upon such conversion, the partners of the firm shall be bound by the provisions of this Schedule that are applicable to them. Eligibility for conversion. 3. A firm may apply to convert into a limited liability partnership in accordance with this Schedule if and only if the partners of the limited liability partnership into which the firm is to be converted, comprise, all the partners of the firm and no one else. Statements to be filed. 4. A firm may apply to convert into a limited liability partnership by filing with the Registrar- (a) a statement ....

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....d that an appeal may be made before the Tribunal in case of refusal of registration by the Registrar. (2) The Registrar may, in any particular case, require the documents referred to in paragraph 4 to be verified in such manner, as he considers fit. Effect of registration. 7. On and from the date of registration specified in the certificate of registration issued under paragraph 5,- (a) there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act; (b) all tangible (movable and immovable) property as well as intangible property vested in the firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of the undertakin....

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....ate as if- (a) the limited liability partnership were a party to such an agreement instead of the firm; and (b) for any reference to the firm, there were substituted in respect of anything to be done on or after the date of registration a reference to the limited liability partnership. Existing contracts, etc. 12. All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immediately before the date of registration relating to the firm or to which the firm is a party, shall continue in force on and after that date as if they relate to the limited liability partnership and shall be enforceable by or against the limited liability partnership as if the limited liability partnership were named t....

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....h the limited liability partnership) for the liabilities and obligations of the firm which were incurred prior to the conversion or which arose from any contract entered into prior to the conversion. (2) If any such partner discharges any liability or obligation referred to in sub-paragraph (1), he shall be entitled (subject to any agreement with the limited liability partnership to the contrary) to be fully indemnified by the limited liability partnership in respect of such liability or obligation. Notice of conversion in correspondence. 17. (1) The limited liability partnership shall ensure that for a period of twelve months commencing not later than fourteen days after the date of registration, every official correspondence of the li....