On 26/05/2013,
you requested for the version in force on 26/05/2013
incorporating all amendments published on or before 26/05/2013.
The closest version currently available is that of 01/03/2010.
THIRD SCHEDULE
Conversion from Private Company to
Limited Liability Partnership
Limited Liability Partnership
1. In this Schedule —
“company” means a private company within the meaning of the Companies Act (Cap. 50);
“convert” has the same meaning as in section 21(5).
2. A company may apply to convert to a limited liability partnership in accordance with this Schedule if and only if —
(a)
there is no security interest in its assets subsisting or in force at the time of application; and
(b)
the partners of the limited liability partnership to which it converts comprises all the shareholders of the company and no one else.
3. A company may apply to convert to a limited liability partnership by lodging with the Registrar —
(a)
a statement by all of its shareholders in such medium and form as the Registrar may determine containing the following particulars:
(i)
the name and registration number of the company; and
(ii)
the date on which the company was incorporated under the Companies Act; and
(b)
a statement referred to in section 15(1).
4. On receiving the statements referred to in paragraph 3, the Registrar shall subject to the provisions of this Act, register the statements and issue a notice of registration in such form as the Registrar may determine stating that the limited liability partnership is, on and from the date specified in the notice, registered under this Act.
5.—(1) Nothing in this Schedule shall be construed to require the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other information furnished under the provisions of this Act.
(2) The Registrar may, in any particular case, require the statements referred to in paragraph 3 to be verified in such manner as the Registrar considers fit.
6. On and from the date of registration specified in the notice of registration issued under paragraph 4 (referred to in this Schedule as the date of registration) —
(a)
there shall be a limited liability partnership by the name specified in the notice of registration registered under this Act with all the attributes described in Part II of this Act and subject to the provisions of this Act;
(b)
all movable and immovable property vested in the company, all assets, interests, rights, privileges, liabilities, obligations relating to the company and the whole of the undertaking of the company shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and
(c)
the company shall be deemed to be dissolved and removed from the register of companies under the Companies Act (Cap. 50).
7. If any property to which paragraph 6(b) applies is registered with any authority, the limited liability partnership shall as soon as practicable after the date of registration, take all necessary steps as required by the relevant authority to notify the authority of the conversion and of the particulars of the limited liability partnership in such medium and form as the authority may determine.
8. All proceedings by or against the company which are pending on the date of registration may be continued, completed and enforced by or against the limited liability partnership.
9. Any conviction, ruling, order or judgment in favour of or against the company may be enforced by or against the limited liability partnership.
10. Every agreement to which the company 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 day as if —
(a)
the limited liability partnership were a party to such an agreement instead of the company; and
(b)
for any reference to the company, there were substituted in respect of anything to be done on or after the date of registration a reference to the limited liability partnership.
11. All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immediately before the date of registration relating to the company or to which the company 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 therein or were a party thereto instead of the company.
12. Every contract of employment to which paragraph 10 or 11 applies shall continue in force on or after the date of registration as if the limited liability partnership were the employer thereunder instead of the company.
13.—(1) Every appointment of the company in any role or capacity which is in force immediately before the date of registration shall take effect and operate from that date as if the limited liability partnership were appointed.
(2) Any authority or power conferred on the company which is in force immediately before the date of registration shall take effect and operate from that date as if it were conferred on the limited liability partnership.
14. Paragraphs 6 to 13 shall not apply to any approval, permit or licence issued under any written law to the company which is in force immediately before the date of registration of the limited liability partnership.
15.—(1) The limited liability partnership shall ensure that for a period of 12 months commencing 14 days after the date of registration, every invoice or official correspondence of the limited liability partnership bears the following:
(a)
a statement that it was, as from the date of registration, converted from a company to a limited liability partnership; and
(b)
the name and registration number of the company from which it was converted.
(2) Any limited liability partnership which contravenes sub-paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.