CONVERSION FROM FIRM INTO LIMITED LIABILITY PARTNERSHIP

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....into limited liability partnership. - (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. 3. Eligibility for conversion. - 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. 4. Statements to be filed. - A firm may apply to convert into a limited liability partnership by filing with the Registrar- (a) a ....

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....r other information furnished under the provisions of this Act: Provided that an appeal may be made before the Tribunal in case of refusal of registration by the Registrar. ^1[Provided further that until the Tribunal is constituted under ^2[the Companies Act, 2013 (18 of 2013)], the appeal under this sub-paragraph may be made before the Company Law Board] (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. 7. Effect of registration. - 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 cert....

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....nforced by or against the limited liability partnership. 11. Existing agreements. - Every agreement to which the firm was a party immediately before the date of registration, whether or not of such nature that the rights and liabilities thereunder could be assigned, shall have effect as from that date 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. 12. Existing contracts, etc. - All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immed....

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....cence has been issued. 16. Partner liable for liabilities and obligations of firm before conversion. - (1) Notwithstanding anything in paragraphs 7 to 14 (both inclusive), every partner of a firm that has converted into a limited liability partnership shall continue to be personally liable (jointly and severally with 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 ....