Singapore legislation
Schedule 2
Schedule 2
Conversion from firm to limited liability partnership
SECOND SCHEDULESection 20Conversion from firm to limited liability partnershipInterpretation
1. In this Schedule, “convert” has the same meaning as in section 20(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 Registration Act (Cap. 32) or any written law (if applicable); and
a statement referred to in section 15(1).Registration of conversion
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.Registrar may refuse to register5.—
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.Effect of registration
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) —
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;
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 shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and
the firm shall be deemed to be dissolved and if earlier registered under the Business Registration Act, removed from the register of businesses 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 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.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 thereunder could be assigned, shall have effect as from that day as if —
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.
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, 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 firm.Continuance of employment
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 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 shall take effect and operate 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 shall take effect and operate from that date as if it were conferred on the limited liability partnership.Application of paragraphs 6 to 1314. Paragraphs 6 to 13 shall 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.—
Notwithstanding paragraphs 6 to 13, every partner of a firm that has converted to 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 the limited liability partnership in respect of such liability or obligation.Notice of conversion in invoices and correspondence16.—
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 statement that it was, as from the date of registration, converted from a firm to a limited liability partnership; and (b)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 thereof during which the offence continues after conviction.