Section 3. Eligibility for conversion

3. Eligibility for conversion.— A company may apply to convert into a limited liability partnership — in accordance with the provisions of this Schedule if and only if (a) there is no security interest in its assets subsisting or in force at the time of application; and (b) the partners of the limited liability partnership to which it converts comprise all the shareholders of the company and no one else. 3. The figure "8" omitted by s. 5, ibid ., for "(w.e.f. 1-4-2022). 4. Subs. by s. 5, ibid ., for "punishable with fine which shall not be less than ten thousand rupees, but which may extend to five lakh rupees" (w.e.f. 1-4-2022). 1[(2) If the limited liability partnership contravenes the provision of sub-section (4) of section 7, such limited liability partnership and its every designated partner shall be liable to a penalty of five thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and twenty-five thousand rupees for its every designated partner. (3) If the limited liability partnership contravenes the provisions of sub-section (5) of section 7 or section 9, such limited liability partnership and its every partner shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for its every partner.] 3. The limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him — (a) in the ordinary and proper conduct of the business of the limited liability partnership; or (b) in or about anything necessarily done for the preservation of the business or property of the limited liability partnership. 3. Eligibility for conversion.— A firm may apply to convert into a limited liability partnership in accordance with this Schedule if and only if the partners of the limited liability partnership into which the firm is to be converted, comprise, all the partners of the firm and no one else. 3. Statements to be filed.— A company may apply to convert into a limited liability partnership by filing with the Registrar — (a) a statement by all its shareholders in such form and manner to be accompanied by such fees as the Central Government may prescribe, containing the following particulars, namely: — (i) the name and registration number of the company; (ii) the date on which the company was incorporated; and (b) incorporation document and statement referred to in section 11.