Singapore legislation
Schedule 2
Schedule 2
Conversion from firm to limited liability partnership
SECOND SCHEDULESection 26Conversion from firm to limited liability partnershipInterpretation
1. In this Schedule, “convert” has the meaning given by section 26(5).Eligibility for conversion
2. A firm may apply to convert to a limited liability partnership in accordance with this Schedule if and only if the partners of the limited liability partnership to which the firm is to be converted, comprises all the partners of the firm and no one else.Statements to be lodged
3. A firm may apply to convert to a limited liability partnership by lodging with the Registrar —
a statement by all of its partners, in such medium and form as the Registrar may determine, containing the following particulars:
the name and registration number (if applicable) of the firm; and
the date on which the firm was registered under the Business Names Registration Act 2014 or any written law (if applicable); and
the statement mentioned in section 19(1).Registration of conversion
4. On receiving the statements mentioned in paragraph 3, the Registrar must, 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.Registrar may refuse to register5.—
Nothing in this Schedule requires the Registrar to register any limited liability partnership if the Registrar is not satisfied with the particulars or other information provided under the provisions of this Act.(2) The Registrar may, in any particular case, require the statements mentioned in paragraph 3 to be verified in such manner as the Registrar considers fit.Effect of registration
6. On and from the date of registration specified in the notice of registration issued under paragraph 4 (called in this Schedule the date of registration) —
there is to 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 2 of this Act and subject to the provisions of this Act;
all movable and immovable property vested in the firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of the undertaking of the firm are to be transferred to and vest in the limited liability partnership without further assurance, act or deed; and
the firm is to be deemed to be dissolved and, if earlier registered under the Business Names Registration Act 2014, recorded as converted to a limited liability partnership under that Act.Registration in relation to property
7. If any property to which paragraph 6(b) applies is registered with any authority, the limited liability partnership must, 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.Pending proceedings
8. All proceedings by or against the firm which are pending on the date of registration may be continued, completed and enforced by or against the limited liability partnership.Continuance of conviction, ruling, order or judgment
9. Any conviction, ruling, order or judgment in favour of or against the firm may be enforced by or against the limited liability partnership.Existing agreements
10. 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 under the agreement could be assigned, has effect as from that day as if —
the limited liability partnership were a party to that agreement instead of the firm; and
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.
11. 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, continue in force on and after that date as if they relate to the limited liability partnership and are enforceable by or against the limited liability partnership as if the limited liability partnership were named in them or were a party to them instead of the firm.Continuance of employment
12. Every contract of employment to which paragraph 10 or 11 applies continues in force on or after the date of registration as if the limited liability partnership were the employer under the contract instead of the firm.Existing appointment, authority or power13.—
Every appointment of the firm in any role or capacity which is in force immediately before the date of registration takes effect and operates from that date as if the limited liability partnership were appointed.(2) Any authority or power conferred on the firm which is in force immediately before the date of registration takes effect and operates from that date as if it were conferred on the limited liability partnership.Application of paragraphs 6 to 1314. Paragraphs 6 to 13 do not apply to any approval, permit or licence issued under any written law to the firm which is in force immediately before the date of registration of the limited liability partnership.Partner liable for liabilities and obligations of firm before conversion15.—
Despite paragraphs 6 to 13, every partner of a firm that has converted to a limited liability partnership continues 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), the partner is 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 invoices and correspondence16.—
The limited liability partnership must 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 statement that it was, as from the date of registration, converted from a firm to a limited liability partnership; and
the name and registration number (if applicable) of the firm 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 of a day during which the offence continues after conviction.[29/2014]