Limited Liability Partnership (LLP) as an entity came into being
by the Limited Liability Partnership Act, 2008 (LLP Act). Under the
provisions of the LLP Act, LLP is regarded as a body corporate. LLP
Act also provides for the amalgamation of the LLPs. The Companies
Act, 2013 deals with the business restructuring of the companies.
Both the laws are silent on whether a LLP can merge into a Company
and vice versa. The issue arises as under the LLP Act, a LLP is
regarded as a body corporate and wherever the LLP provisions are
silent, a LLP would be governed by the provisions of the Companies
Act. Thus, effectively LLP was de facto regarded as a company.
This interesting question came before the National Company Law
Tribunal (Tribunal or NCLT), Chennai Bench1. The NCLT
answers this question in affirmative taking into consideration the
purposive interpretation of the Companies Act, 2013.
