Section 34Part 6 — Application of the Partnership Act
Effect of conversion and registration as a limited liability partnership
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Subject to section 35 , on and from the date the conversion takes effect and the registration of the firm as a limited liability partnership —
all property of the firm and all interests, rights, including choses in action, debts and obligations relating to the firm shall be transferred and vest in the limited liability partnership without the requirement for further actions or formalities; and
the firm shall be dissolved.
All proceedings by or against the firm which are pending immediately before the date of registration of the limited li ability partnership, may be continued, completed and enforced by or against the limited liability partnership and any judgment, ruling or order in favour of or against the firm may be enforced by or against the limited liability partnership.
All agreem ents, contracts, bonds, schemes, instruments, arrangements, security, guarantees, indemnities, approvals and licences subsisting immediately before the date of registration of the limited liability partnership to which the firm is a party, or otherwise rel ating to the firm, whether or not of such nature that the rights and liabilities thereunder could be assigned, shall continue in force on and after that date as if the agreements, contracts, bonds, schemes, instruments, arrangements, security, guarantees, indemnities, approvals and licences relate to the limited liability partnership and shall be enforceable by or against the limited liability partnership as if the limited liability partnership were a party thereto or otherwise named therein, as appropriate , instead of the firm.
For the avoidance of doubt, every contract of employment to which subsection (3) applies shall continue in force on and after the date of registration of the limited liability partnership as if the limited liability partnership w ere the employer thereunder instead of the firm.
A conversion under this Part shall not be regarded as giving rise to any remedy, by a party to a contract or other instrument, as an event of default under any contract or other instrument or as causing or permitting the termination of any contract or other instrument or of any obligation or relationship.
Every appointment of the firm or the partners of the firm in any role or capacity, including, for the avoidance of doubt, a prospective, conditional or contingent appointment, which is in force immediately before the date of registration of the limited liability partnership shall have effect from that date as if the limited liability partnership were so appointed, and any authority or power conferred on the firm or the partners of that firm, including, for the avoidance of doubt, a prospective, conditional or contingent authority or power, which is in force immediately before the date of the registration of the limited liability partnership shall have effect from that date as if it were conferred on the limited liability partnership.
Except as expressly provided for in the partnership agreement of a limited liability partnership, subsection (6) is of no effect in respect of an appointment of a named individual. c Revised a s at 1st January, 2025 Page 33 35. Partners of a firm to be converted into a limited liability partnership to remain liable for liabilities of firm before conversion 35 . ( 1 ) Save with the written consent of any person thereby affected, every partner of a firm that has con verted to a limited liability partnership shall continue to be personally liable, jointly and severally with the limited liability partnership, for the debts and obligations of the firm which were incurred before conversion or which arise from any contract entered into before conversion. ( 2 ) If such a partner of a firm discharges any such debt or obligation, the partner shall be entitled, subject to any express provision in the partnership agreement to the contrary, to be fully indemnified by the limited li ability partnership in respect of that debt or obligation.