Chapter X - Conversion into Limited Liability Partnership
Section 57
Section 57: Conversion from unlisted public company into limited liability partnership
An unlisted public company may convert into an LLP under Chapter X and the Fourth Schedule.
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Need advice on Section 57?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
An unlisted public company may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Fourth Schedule.
Key takeaways
Entity limit
The route is for an unlisted public company.
Schedule controls
The Fourth Schedule supplies the detailed conditions.
Registration effect
Section 58 sets out the registration process and effects.
When this section applies
An unlisted public company may convert into an LLP under Chapter X and the Fourth Schedule.
Key steps
- Confirm listing status: Verify that the public company is unlisted.
- Apply the Fourth Schedule: Check eligibility and required conversion documents.
- Register and notify: Obtain the section 58 certificate and comply with the notice proviso.
Practical preparation
Check these section-specific points against the facts and records.
- Confirm that the converting entity is an unlisted public company.
- Review the Fourth Schedule conditions for conversion.
- Submit the conversion documents for registration under section 58.
- Record the certificate date and calendar the 15-day notice to the former Registrar of Companies.
Practical checklist
Do
- Document the company’s unlisted status.
- Review Fourth Schedule obligations for shareholders and the new LLP.
Avoid
- Do not apply this section to a listed public company.
- Do not treat shareholder approval alone as statutory conversion.
Illustrative example
Hypothetical: section 57 in practice
An unlisted public company decides to adopt an LLP structure.
Confirm listing status
Verify that the public company is unlisted.
Apply the Fourth Schedule
Check eligibility and required conversion documents.
Register and notify
Obtain the section 58 certificate and comply with the notice proviso.
Outcome
- It may convert under the Fourth Schedule once the statutory requirements and section 58 registration are completed.
Glossary
- Unlisted public company
- A public company that is not listed, the entity category named in section 57.
- Fourth Schedule
- The schedule governing conversion of an unlisted public company to an LLP.
Frequently asked questions
Can a listed public company use section 57?
No. The provision names only an unlisted public company.
Which schedule governs?
The Fourth Schedule.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026