Rwanda
Instructions of the Registrar General determining other Requirements for a Private Company to Request for Conversion into a Limited Liability Partnership and Modalities for such a Conversion
Instructions 1 of 2022
- Published in Official Gazette 22 on 30 May 2022
- Assented to on 23 May 2022
- Commenced on 30 May 2022
- [This is the version of this document from 30 May 2022.]
Article One – Purpose of these Instructions
These Instructions determine other requirements for a private company to request for conversion into a limited liability partnership and modalities for such a conversion.Article 2 – Application for conversion
A private company seeking to convert to limited liability partnership submits an application to the Registrar General which includes the following:1°An application in the form prescribed by the Registrar General which includes:a)a statement by all shareholders expressing their consent to convert the private company to a limited liability partnership;b)a statement signed by all shareholders confirming that the private company is able to pay its debts as they become due in the normal course of business and that all debt and other liabilities of the private company will be transferred to the limited liability partnership upon conversion;2°a proof of registration;3°a partnership agreement signed before the notary by all the prospective partners;4°tax clearance issued by the tax administration;5°proof of advertisement in, at least, one widely circulated newspaper which serves as notification to public of the private company’s intention to convert to a limited liability partnership for at least 30 days before the date of application;6°proof that no valid charges against the assets of a private company seeking to convert to a limited liability partnership is subsisting at the time of registration or a certificate of no objection from all secured creditors of the applicant;7°a consent form of the appointed manager of a limited liability partnership.Article 3 – Name reservation
The private company intending to convert to a limited liability partnership may first apply for name reservation or directly file an application to the Registrar General for conversion to a limited liability partnership.Article 4 – Registration of conversion
Upon receiving the application filed in compliance with requirements referred to in Article 2 of these instructions, the Registrar General registers the conversion of the private company to the limited liability partnership and issue a conversion certificate in such form as determined by the Registrar General.Article 5 – Existing statutory books, registers and records
A private company converted to the limited liability partnership transfers to the limited liability partnership all statutory books, registers and other records that are required to be kept by the private company in accordance with the law governing companies and the limited liability partnership keeps them at its registered office for a period of ten (10) years from the date of registration of conversion.Article 6 – Commencement
These Instructions come into force on the date of their publication in the Official Gazette of the Republic of Rwanda.History of this document
30 May 2022 this version
Commenced
23 May 2022
Assented to