Court held that on conversion of a registered partnership firm to an LLP under the provisions of LLP Act , all moveable and immoveable properties of erstwhile registered partnership firm , automatically vest in the converted LLP by operation of S. 58 (4) (b) of the LLP Act. The transfer of assets of firm to LLP is by operation of law . Being statutory transfer , no separate conveyance / instrument is required to be executed for transfer of assets ,therefore stamp duty and registration fee cannot be levied upon conversion of a partnership firm to LLP . Therefore , permission under S. 118 of the H.P .Tenancy and Land Reforms Act for recording such change of name in the revenue documents , cannot be made dependent upon deposit of stamp duty and registration fee . (CWP No. 4019 0f 2020 dt 7-1-2021 )
Sozin Flora Pharma LLP v. State of Himachal Pradesh AIR 2021 Himachal Pradesh 44
Limited liability Partnership Act , ( 6 of 2009 )
S. 58(1) : Registration and effect of conversion – The identity of the firm as a legal entity changes – Stamp duty and registration fee cannot be levied upon conversion of a partnership firm to LLP- The Transfer of assets of firm to LLP is by operation of law . [ S. 55, 58 (4)(b), Registration Act , 17, Stamp Act . S.3 , H.P Tenancy and Land Reforms Act ,(8 of 1974 ) S.118 ]