THE LIMITED LIABILITY PARTNERSHIP ACT, 2008

THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
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ARRANGEMENT OF SECTIONS
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CHAPTER I
PRELIMINARY

SECTIONS
1. Short title, extent and commencement.
2. Definitions.

CHAPTER II
NATURE OF LIMITED LIABILITY PARTNERSHIP

3. Limited liability partnership to be body corporate.
4. Non-applicability of the Indian Partnership Act, 1932.
5. Partners.
6. Minimum number of partners.
7. Designated partners.
8. Liabilities of designated partners.
9. Changes in designated partners.
10. Punishment for contravention of sections 7, 8 and 9.

CHAPTER III
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO

11. Incorporation document.
12. Incorporation by registration.
13. Registered office of limited liability partnership and change therein.
14. Effect of registration.
15. Name.
16. Reservation of name.
17. Change of name of limited liability partnership.
18. Application for direction to change name in certain circumstances.
19. Change of registered name.
20. Penalty for improper use of words “limited liability partnership” or “LLP”.
21. Publication of name and limited liability.

CHAPTER IV
PARTNERS AND THEIR RELATIONS

SECTIONS
22. Eligibility to be partners.
23. Relationship of partners.
24. Cessation of partnership interest.
25. Registration of changes in partners.

CHAPTER V
EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS

26. Partner as agent.
27. Extent of liability of limited liability partnership.
28. Extent of liability of partner.
29. Holding out.
30. Unlimited liability in case of fraud.
31. Whistle blowing.

CHAPTER VI
CONTRIBUTIONS

32. Form of contribution.
33. Obligation to contribute.

CHAPTER VII
FINANCIAL DISCLOSURES

34. Maintenance of books of account, other records and audit, etc.
35. Annual return.
36. Inspection of documents kept by Registrar.
37. Penalty for false statement.
38. Power of Registrar to obtain information.
39. Compounding of offences.
40. Destruction of old records.
41. Enforcement of duty to make returns, etc.

CHAPTER VIII
ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS

42. Partner’s transferable interest.

CHAPTER IX
INVESTIGATION

SECTIONS
43. Investigation of the affairs of limited liability partnership.
44. Application by partners for investigation.
45. Firm, body corporate or association not to be appointed as inspector.
46. Power of inspectors to carry out investigation into affairs of related entities, etc.
47. Production of documents and evidence.
48. Seizure of documents by inspector.
49. Inspector’s report.
50. Prosecution.
51. Application for winding up of limited liability partnership.
52. Proceedings for recovery of damages or property.
53. Expenses of investigation.
54. Inspector’s report to be evidence.

CHAPTER X
CONVERSION INTO LIMITED LIABILITY PARTNERSHIP

55. Conversion from firm into limited liability partnership.
56. Conversion from private company into limited liability partnership.
57. Conversion from unlisted public company into limited liability partnership.
58. Registration and effect of conversion.

CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIPS

59. Foreign limited liability partnerships.

CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS

60. Compromise, or arrangement of limited liability partnerships.
61. Power of Tribunal to enforce compromise or arrangement.
62. Provisions for facilitating reconstruction or amalgamation of limited liability partnerships.

CHAPTER XIII
WINDING UP AND DISSOLUTION

63. Winding up and dissolution.
64. Circumstances in which limited liability partnership may be wound up by Tribunal.
65. Rules for winding up and dissolution.

CHAPTER XIV
MISCELLANEOUS

SECTIONS
66. Business transactions of partner with limited liability partnership.
67. Application of the provisions of the Companies Act.
68. Electronic filing of documents.
69. Payment of additional fee.
70. Enhanced punishment.
71. Application of other laws not barred.
72. Jurisdiction of Tribunal and Appellate Tribunal.
73. Penalty on non-compliance of any order passed by Tribunal.
74. General penalties.
75. Power of Registrar to strike defunct limited liability partnership off register.
76. Offences to limited liability partnerships.
77. Jurisdiction or Court.
78. Power to alter Schedules.
79. Power to make rules.
80. Power to remove difficulties.
81. Transitional provisions.

THE FIRST SCHEDULE.
THE SECOND SCHEDULE.
THE THIRD SCHEDULE.
THE FOURTH SCHEDULE.

THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
ACT NO. 6 OF 2009

[7th January, 2009.]

An Act to make provisions for the formation and regulation of limited liability partnerships and
for matters connected therewith or incidental thereto.
BE it enacted by Parliament in the Fifty-ninth Year of the Republic of India as follows:—

CHAPTER I
PRELIMINARY

1. Short title, extent and commencement.—(1) This Act may be called the Limited Liability
Partnership Act, 2008.
    (2) It extends to the whole of India.
   (3) It shall come into force on such date1
as the Central Government may, by notification in the
Official Gazette, appoint:
Provided that different dates may be appointed for different provisions of this Act and any reference
in any such provision to the commencement of this Act shall be construed as a reference to the coming
into force of that provision.
2. Definitions.—(1) In this Act, unless the context otherwise requires,—
(a) “address”, in relation to a partner of a limited liability partnership, means—
     (i) if an individual, his usual residential address; and
     (ii) if a body corporate, the address of its registered office;
(b) “advocate” means an advocate as defined in clause (a) of sub-section (1) of section 2 of the
Advocates Act, 1961 (25 of 1961);
(c) “Appellate Tribunal” means the National Company Law Appellate Tribunal constituted under
sub-section (1) of section 10FR of the Companies Act, 1956 (1 of 1956);
(d) “body corporate” means a company as defined in section 3 of the Companies Act, 1956 (1 of
1956) and includes—
        (i) a limited liability partnership registered under this Act;
       (ii) a limited liability partnership incorporated outside India; and
      (iii) a company incorporated outside India,
but does not include—
      (i) a corporation sole;
     (ii) a co-operative society registered under any law for the time being in force; and
    (iii) any other body corporate (not being a company as defined in section 3 of the Companies
Act, 1956 (1 of 1956) or a limited liability partnership as defined in this Act), which the Central
Government may, by notification in the Official Gazette, specify in this behalf;
(e) “business” includes every trade, profession, service and occupation;
(f) “chartered accountant” means a chartered accountant as defined in clause (b) of sub-section (1)
of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate
of practice under sub-section (1) of section 6 of that Act;

1. 31st March, 2009, vide notification No. S.O. 891 (E), dated 31st March, 2009, see Gazette of India, Extraordinary, Part II,
Sec. 3(ii).

(g) “company secretary” means a company secretary as defined in clause (c) of sub-section (1) of
section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a certificate of
practice under sub-section (1) of section 6 of that Act;
 (h) “cost accountant” means a cost accountant as defined in clause (b) of sub-section (1) of
section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained a
certificate of practice under sub-section (1) of section 6 of that Act;
 (i) “Court”, with respect to any offence under this Act, means the Court having jurisdiction as per
the provisions of section 77;
 (j) “designated partner” means any partner designated as such pursuant to section 7;
 (k) ”entity” means any body corporate and includes, for the purposes of sections 18, 46, 47, 48,
49, 50, 52 and 53, a firm setup under the Indian Partnership Act, 1932 (9 of 1932);
 (l) “financial year”, in relation to a limited liability partnership, means the period from the 1st day
of April of a year to the 31st day of March of the following year:
Provided that in the case of a limited liability partnership incorporated after the 30th day of
September of a year, the financial year may end on the 31st day of March of the year next following
that year;
 (m)”foreign limited liability partnership” means a limited liability partnership formed,
incorporated or registered outside India which establishes a place of business within India;
 (n) “limited liability partnership” means a partnership formed and registered under this Act;
 (o) “limited liability partnership agreement” means any written agreement between the partners of
the limited liability partnership or between the limited liability partnership and its partners which
determines the mutual rights and duties of the partners and their rights and duties in relation to that
limited liability partnership;
 (p) “name”, in relation to a partner of a limited liability partnership, means—
   (i) if an individual, his forename, middle name and surname; and
  (ii) if a body corporate, its registered name;
 (q) “partner”, in relation to a limited liability partnership, means any person who becomes a
partner in the limited liability partnership in accordance with the limited liability partnership
agreement;
 (r) “prescribed” means prescribed by rules made under this Act;
 (s) “Registrar” means a Registrar, or an Additional, a Joint, a Deputy or an Assistant Registrar,
having the duty of registering companies under the Companies Act, 1956 (1 of 1956);
 (t) “Schedule” means a Schedule to this Act;
 (u) “Tribunal” means the National Company Law Tribunal constituted under sub-section (1) of
section 10FB of the Companies Act, 1956 (1 of 1956).
 (2) Words and expressions used and not defined in this Act but defined in the Companies Act, 1956
(1 of 1956) shall have the meanings respectively assigned to them in that Act.

CHAPTER II
NATURE OF LIMITED LIABILITY PARTNERSHIP

3. Limited liability partnership to be body corporate.—(1) A limited liability partnership is a body
corporate formed and incorporated under this Act and is a legal entity separate from that of its partners.
(2) A limited liability partnership shall have perpetual succession.
(3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or
liabilities of the limited liability partnership.

4. Non-applicability of the Indian Partnership Act, 1932.—Save as otherwise provided, the
provisions of the Indian Partnership Act, 1932 (9 of 1932) shall not apply to a limited liability
partnership.
5. Partners.—Any individual or body corporate may be a partner in a limited liability partnership:
Provided that an individual shall not be capable of becoming a partner of a limited liability
partnership, if—
(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding
is in force;
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolvent and his application is pending.
6. Minimum number of partners.—(1) Every limited liability partnership shall have at least two
partners.
(2) If at any time the number of partners of a limited liability partnership is reduced below two and
the limited liability partnership carries on business for more than six months while the number is so
reduced, the person, who is the only partner of the limited liability partnership during the time that it so
carries on business after those six months and has the knowledge of the fact that it is carrying on business
with him alone, shall be liable personally for the obligations of the limited liability partnership incurred
during that period.
7. Designated partners.—(1) Every limited liability partnership shall have at least two designated
partners who are individuals and at least one of them shall be a resident in India:
Provided that in case of a limited liability partnership in which all the partners are bodies corporate or
in which one or more partners are individuals and bodies corporate, at least two individuals who are
partners of such limited liability partnership or nominees of such bodies corporate shall act as designated
partners.
Explanation.—For the purposes of this section, the term “resident in India” means a person who has
stayed in India for a period of not less than one hundred and eighty-two days during the immediately
preceding one year.
(2) Subject to the provisions of sub-section (1),—
(i) if the incorporation document—
(a) specifies who are to be designated partners, such persons shall be designated partners on
incorporation; or
(b) states that each of the partners from time to time of limited liability partnership is to be
designated partner, every such partner shall be a designated partner;
(ii) any partner may become a designated partner by and in accordance with the limited liability
partnership agreement and a partner may cease to be a designated partner in accordance with limited
liability partnership agreement.
(3) An individual shall not become a designated partner in any limited liability partnership unless he
has given his prior consent to act as such to the limited liability partnership in such form and manner as
may be prescribed.
(4) Every limited liability partnership shall file with the registrar the particulars of every individual
who has given his consent to act as designated partner in such form and manner as may be prescribed
within thirty days of his appointment.
(5) An individual eligible to be a designated partner shall satisfy such conditions and requirements as
may be prescribed.
(6) Every designated partner of a limited liability partnership shall obtain a Designated Partner
Identification Number (DPIN) from the Central Government and the provisions of sections 266A to 266G
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(both inclusive) of the Companies Act, 1956 (1 of 1956) shall apply mutatis mutandis for the said
purpose.
8. Liabilities of designated partners.—Unless expressly provided otherwise in this Act, a
designated partner shall be—
(a) responsible for the doing of all acts, matters and things as are required to be done by the
limited liability partnership in respect of compliance of the provisions of this Act including filing of
any document, return, statement and the like report pursuant to the provisions of this Act and as may
be specified in the limited liability partnership agreement; and
(b) liable to all penalties imposed on the limited liability partnership for any contravention of
those provisions.
9. Changes in designated partners.—A limited liability partnership may appoint a designated
partner within thirty days of a vacancy arising for any reason and provisions of sub-section (4) and
sub-section (5) of section 7 shall apply in respect of such new designated partner:
Provided that if no designated partner is appointed, or if at any time there is only one designated
partner, each partner shall be deemed to be a designated partner.
10. Punishment for contravention of sections 7, 8 and 9.—(1) If the limited liability partnership
contravenes the provisions of sub-section (1) of section 7, the limited liability partnership and its every
partner shall be punishable with fine which shall not be less than ten thousand rupees but which may
extend to five lakh rupees.
(2) If the limited liability partnership contravenes the provisions of sub-section (4) and sub-section (5)
of section 7, section 8 or section 9, the limited liability partnership and its every partner shall be
punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh
rupees.

CHAPTER III
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO

11. Incorporation document.—(1) For a limited liability partnership to be incorporated,—
(a) two or more persons associated for carrying on a lawful business with a view to profit shall
subscribe their names to an incorporation document;
(b) the incorporation document shall be filed in such manner and with such fees, as may be
prescribed with the Registrar of the State in which the registered office of the limited liability
partnership is to be situated; and
(c) there shall be filed along with the incorporation document, a statement in the prescribed form,
made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost
Accountant, who is engaged in the formation of the limited liability partnership and by any one who
subscribed his name to the incorporation document, that all the requirements of this Act and the rules
made thereunder have been complied with, in respect of incorporation and matters precedent and
incidental thereto.
(2) The incorporation document shall—
(a) be in a form as may be prescribed;
(b) state the name of the limited liability partnership;
(c) state the proposed business of the limited liability partnership;
(d) state the address of the registered office of the limited liability partnership;
(e) state the name and address of each of the persons who are to be partners of the limited liability
partnership on incorporation;

(f) state the name and address of the persons who are to be designated partners of the limited
liability partnership on incorporation;
(g) contain such other information concerning the proposed limited liability partnership as may be
prescribed.
(3) If a person makes a statement under clause (c) of sub-section (1) which he—
(a) knows to be false; or
(b) does not believe to be true,
shall be punishable with imprisonment for a term which may extend to two years and with fine which
shall not be less than ten thousand rupees but which may extend to five lakh rupees.
12. Incorporation by registration.—(1) When the requirements imposed by clauses (b) and (c) of
sub-section (1) of section 11 have been complied with, the Registrar shall retain the incorporation
document and, unless the requirement imposed by clause (a) of that sub-section has not been complied
with, he shall, within a period of fourteen days—
(a) register the incorporation document; and
(b) give a certificate that the limited liability partnership is incorporated by the name specified
therein.
(2) The Registrar may accept the statement delivered under clause (c) of sub-section (1) of section 11
as sufficient evidence that the requirement imposed by clause (a) of that sub-section has been complied
with.
(3) The certificate issued under clause (b) of sub-section (1) shall be signed by the Registrar and
authenticated by his official seal.
(4) The certificate shall be conclusive evidence that the limited liability partnership is incorporated by
the name specified therein.
13. Registered office of limited liability partnership and change therein.—(1) Every limited
liability partnership shall have a registered office to which all communications and notices may be
addressed and where they shall be received.
(2) A document may be served on a limited liability partnership or a partner or designated partner
thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as
may be prescribed, at the registered office and any other address specifically declared by the limited
liability partnership for the purpose in such form and manner as may be prescribed.
(3) A limited liability partnership may change the place of its registered office and file the notice of
such change with the Registrar in such form and manner and subject to such conditions as may be
prescribed and any such change shall take effect only upon such filing.
(4) If the limited liability partnership contravenes any provisions of this section, the limited liability
partnership and its every partner shall be punishable with fine which shall not be less than two thousand
rupees but which may extend to twenty-five thousand rupees.
14. Effect of registration.—On registration, a limited liability partnership shall, by its name, be
capable of—
(a) suing and being sued;
(b) acquiring, owning, holding and developing or disposing of property, whether movable or
immovable, tangible or intangible;
(c) having a common seal, if it decides to have one; and
(d) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
15. Name.—(1) Every limited liability partnership shall have either the words “limited liability
partnership” or the acronym “LLP” as the last words of its name.
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(2) No limited liability partnership shall be registered by a name which, in the opinion of the Central
Government is—
(a) undesirable; or
(b) identical or too nearly resembles to that of any other partnership firm or limited liability
partnership or body corporate or a registered trade mark, or a trade mark which is the subject matter
of an application for registration of any other person under the Trade Marks Act, 1999 (47 of 1999).
16. Reservation of name.—(1) A person may apply in such form and manner and accompanied by
such fee as may be prescribed to the Registrar for the reservation of a name set out in the application as—
(a) the name of a proposed limited liability partnership; or
(b) the name to which a limited liability partnership proposes to change its name.
(2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the
Registrar may, if he is satisfied, subject to the rules prescribed by the Central Government in the matter,
that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2)
of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.
17. Change of name of limited liability partnership.—(1) Notwithstanding anything contained in
sections 15 and 16, where the Central Government is satisfied that a limited liability partnership has been
registered (whether through inadvertence or otherwise and whether originally or by a change of name)
under a name which—
(a) is a name referred to in sub-section (2) of section 15; or
(b) is identical with or too nearly resembles the name of any other limited liability partnership or
body corporate or other name as to be likely to be mistaken for it,
the Central Government may direct such limited liability partnership to change its name, and the limited
liability partnership shall comply with the said direction within three months after the date of the direction
or such longer period as the Central Government may allow.
(2) Any limited liability partnership which fails to comply with a direction given under
sub-section (1) shall be punishable with fine which shall not be less than ten thousand rupees but which
may extend to five lakh rupees and the designated partner of such limited liability partnership shall be
punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh
rupees.
18. Application for direction to change name in certain circumstances.—(1) Any entity which
already has a name similar to the name of a limited liability partnership which has been incorporated
subsequently, may apply, in such manner as may be prescribed, to the Registrar to give a direction to any
limited liability partnership, on a ground referred to in section 17 to change its name.
(2) The Registrar shall not consider any application under sub-section (1) to give a direction to a
limited liability partnership on the ground referred to in clause (b) of sub-section (1) of section 17 unless
the Registrar receives the application within twenty-four months from the date of registration of the
limited liability partnership under that name.
19. Change of registered name.—Any limited liability partnership may change its name registered
with the Registrar by filing with him a notice of such change in such form and manner and on payment of
such fees as may be prescribed.
20. Penalty for improper use of words “limited liability partnership” or “LLP”.—If any person
or persons carry on business under any name or title of which the words “Limited Liability Partnership”
or “LLP” or any contraction or imitation thereof is or are the last word or words, that person or each of
those persons shall, unless duly incorporated as limited liability partnership, be punishable with fine
which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
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21. Publication of name and limited liability.—(1) Every limited liability partnership shall ensure
that its invoices, official correspondence and publications bear the following, namely:—
(a) the name, address of its registered office and registration number of the limited liability
partnership; and
(b) a statement that it is registered with limited liability.
(2) Any limited liability partnership which contravenes the provisions of sub-section (1) shall be
punishable with fine which shall not be less than two thousand rupees but which may extend to
twenty-five thousand rupees.
CHAPTER IV
PARTNERS AND THEIR RELATIONS
22. Eligibility to be partners.—On the incorporation of a limited liability partnership, the persons
who subscribed their names to the incorporation document shall be its partners and any other person may
become a partner of the limited liability partnership by and in accordance with the limited liability
partnership agreement.
23. Relationship of partners.—(1) Save as otherwise provided by this Act, the mutual rights and
duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited
liability partnership and its partners, shall be governed by the limited liability partnership agreement
between the partners, or between the limited liability partnership and its partners.
(2) The limited liability partnership agreement and any changes, if any, made therein shall be filed
with the Registrar in such form, manner and accompanied by such fees as may be prescribed.
(3) An agreement in writing made before the incorporation of a limited liability partnership between
the persons who subscribe their names to the incorporation document may impose obligations on the
limited liability partnership, provided such agreement is ratified by all the partners after the incorporation
of the limited liability partnership.
(4) In the absence of agreement as to any matter, the mutual rights and duties of the partners and the
mutual rights and duties of the limited liability partnership and the partners shall be determined by the
provisions relating to that matter as are set-out in the First Schedule.
24. Cessation of partnership interest.—(1) A person may cease to be a partner of a limited liability
partnership in accordance with an agreement with the other partners or, in the absence of agreement with
the other partners as to cessation of being a partner, by giving a notice in writing of not less than thirty
days to the other partners of his intention to resign as partner.
(2) A person shall cease to be a partner of a limited liability partnership—
(a) on his death or dissolution of the limited liability partnership; or
(b) if he is declared to be of unsound mind by a competent court; or
(c) if he has applied to be adjudged as an insolvent or declared as an insolvent.
(3) Where a person has ceased to be a partner of a limited liability partnership (hereinafter referred to
as “former partner”), the former partner is to be regarded (in relation to any person dealing with the
limited liability partnership) as still being a partner of the limited liability partnership unless—
(a) the person has notice that the former partner has ceased to be a partner of the limited liability
partnership; or
(b) notice that the former partner has ceased to be a partner of the limited liability partnership has
been delivered to the Registrar.
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(4) The cessation of a partner from the limited liability partnership does not by itself discharge the
partner from any obligation to the limited liability partnership or to the other partners or to any other
person which he incurred while being a partner.
(5) Where a partner of a limited liability partnership ceases to be a partner, unless otherwise provided
in the limited liability partnership agreement, the former partner or a person entitled to his share in
consequence of the death or insolvency of the former partner, shall be entitled to receive from the limited
liability partnership—
(a) an amount equal to the capital contribution of the former partner actually made to the limited
liability partnership; and
(b) his right to share in the accumulated profits of the limited liability partnership, after the
deduction of accumulated losses of the limited liability partnership, determined as at the date the
former partner ceased to be a partner.
(6) A former partner or a person entitled to his share in consequence of the death or insolvency of the
former partner shall not have any right to interfere in the management of the limited liability partnership.
25. Registration of changes in partners.—(1) Every partner shall inform the limited liability
partnership of any change in his name or address within a period of fifteen days of such change.
(2) A limited liability partnership shall—
(a) where a person becomes or ceases to be a partner, file a notice with the Registrar within thirty
days from the date he becomes or ceases to be a partner; and
(b) where there is any change in the name or address of a partner, file a notice with the Registrar
within thirty days of such change.
(3) A notice filed with the Registrar under sub-section (2)—
(a) shall be in such form and accompanied by such fees as may be prescribed;
(b) shall be signed by the designated partner of the limited liability partnership and authenticated
in a manner as may be prescribed; and
(c) if it relates to an incoming partner, shall contain a statement by such partner that he consents
to becoming a partner, signed by him and authenticated in the manner as may be prescribed.
(4) If the limited liability partnership contravenes the provisions of sub-section (2), the limited
liability partnership and every designated partner of the limited liability partnership shall be punishable
with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand
rupees.
(5) If any partner contravenes the provisions of sub-section (1), such partner shall be punishable with
fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand
rupees.
(6) Any person who ceases to be a partner of a limited liability partnership may himself file with the
Registrar the notice referred to in sub-section (3) if he has reasonable cause to believe that the limited
liability partnership may not file the notice with the Registrar and in case of any such notice filed by a
partner, the Registrar shall obtain a confirmation to this effect from the limited liability partnership unless
the limited liability partnership has also filed such notice:
Provided that where no confirmation is given by the limited liability partnership within fifteen days,
the registrar shall register the notice made by a person ceasing to be a partner under this section.
CHAPTER V
EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS
26. Partner as agent.—Every partner of a limited liability partnership is, for the purpose of the
business of the limited liability partnership, the agent of the limited liability partnership, but not of other
partners.
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27. Extent of liability of limited liability partnership.—(1) A limited liability partnership is not
bound by anything done by a partner in dealing with a person if—
(a) the partner in fact has no authority to act for the limited liability partnership in doing a
particular act; and
(b) the person knows that he has no authority or does not know or believe him to be a partner of
the limited liability partnership.
(2) The limited liability partnership is liable if a partner of a limited liability partnership is liable to
any person as a result of a wrongful act or omission on his part in the course of the business of the limited
liability partnership or with its authority.
(3) An obligation of the limited liability partnership whether arising in contract or otherwise, shall be
solely the obligation of the limited liability partnership.
(4) The liabilities of the limited liability partnership shall be met out of the property of the limited
liability partnership.
28. Extent of liability of partner.—(1) A partner is not personally liable, directly or indirectly for an
obligation referred to in sub-section (3) of section 27 solely by reason of being a partner of the limited
liability partnership.
(2) The provisions of sub-section (3) of section 27 and sub-section (1) of this section shall not affect
the personal liability of a partner for his own wrongful act or omission, but a partner shall not be
personally liable for the wrongful act or omission of any other partner of the limited liability partnership.
29. Holding out.—(1) Any person, who by words spoken or written or by conduct, represents
himself, or knowingly permits himself to be represented to be a partner in a limited liability partnership is
liable to any person who has on the faith of any such representation given credit to the limited liability
partnership, whether the person representing himself or represented to be a partner does or does not know
that the representation has reached the person so giving credit:
Provided that where any credit is received by the limited liability partnership as a result of such
representation, the limited liability partnership shall, without prejudice to the liability of the person so
representing himself or represented to be a partner, be liable to the extent of credit received by it or any
financial benefit derived thereon.
(2) Where after a partner’s death the business is continued in the same limited liability partnership
name, the continued use of that name or of the deceased partner’s name as a part thereof shall not of itself
make his legal representative or his estate liable for any act of the limited liability partnership done after
his death.
30. Unlimited liability in case of fraud.—(1) In the event of an act carried out by a limited liability
partnership, or any of its partners, with intent to defraud creditors of the limited liability partnership or
any other person, or for any fraudulent purpose, the liability of the limited liability partnership and
partners who acted with intent to defraud creditors or for any fraudulent purpose shall be unlimited for all
or any of the debts or other liabilities of the limited liability partnership:
Provided that in case any such act is carried out by a partner, the limited liability partnership is liable
to the same extent as the partner unless it is established by the limited liability partnership that such act
was without the knowledge or the authority of the limited liability partnership.
(2) Where any business is carried on with such intent or for such purpose as mentioned in
sub-section (1), every person who was knowingly a party to the carrying on of the business in the manner
aforesaid shall be punishable with imprisonment for a term which may extend to two years and with fine
which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
(3) Where a limited liability partnership or any partner or designated partner or employee of such
limited liability partnership has conducted the affairs of the limited liability partnership in a fraudulent
manner, then without prejudice to any criminal proceedings which may arise under any law for the time
being in force, the limited liability partnership and any such partner or designated partner or employee
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shall be liable to pay compensation to any person who has suffered any loss or damage by reason of such
conduct:
Provided that such limited liability partnership shall not be liable if any such partner or designated
partner or employee has acted fraudulently without knowledge of the limited liability partnership.
31. Whistle blowing.—(1) The Court or Tribunal may reduce or waive any penalty leviable against
any partner or employee of a limited liability partnership, if it is satisfied that—
(a) such partner or employee of a limited liability partnership has provided useful information
during investigation of such limited liability partnership; or
(b) when any information given by any partner or employee (whether or not during investigation)
leads to limited liability partnership or any partner or employee of such limited liability partnership
being convicted under this Act or any other Act.
(2) No partner or employee of any limited liability partnership may be discharged, demoted,
suspended, threatened, harassed or in any other manner discriminated against the terms and conditions of
his limited liability partnership or employment merely because of his providing information or causing
information to be provided pursuant to sub-section (1).
CHAPTER VI
CONTRIBUTIONS
32. Form of contribution.—(1) A contribution of a partner may consist of tangible, movable or
immovable or intangible property or other benefit to the limited liability partnership, including money,
promissory notes, other agreements to contribute cash or property, and contracts for services performed or
to be performed.
(2) The monetary value of contribution of each partner shall be accounted for and disclosed in the
accounts of the limited liability partnership in the manner as may be prescribed.
33. Obligation to contribute.—(1) The obligation of a partner to contribute money or other property
or other benefit or to perform services for a limited liability partnership shall be as per the limited liability
partnership agreement.
(2) A creditor of a limited liability partnership, which extends credit or otherwise acts in reliance on
an obligation described in that agreement, without notice of any compromise between partners, may
enforce the original obligation against such partner.
CHAPTER VII
FINANCIAL DISCLOSURES
34. Maintenance of books of account, other records and audit, etc.—(1) The limited liability
partnership shall maintain such proper books of account as may be prescribed relating to its affairs for
each year of its existence on cash basis or accrual basis and according to double entry system of
accounting and shall maintain the same at its registered office for such period as may be prescribed.
(2) Every limited liability partnership shall, within a period of six months from the end of each
financial year, prepare a Statement of Account and Solvency for the said financial year as at the last day
of the said financial year in such form as may be prescribed, and such statement shall be signed by the
designated partners of the limited liability partnership.
(3) Every limited liability partnership shall file within the prescribed time, the Statement of Account
and Solvency prepared pursuant to sub-section (2) with the Registrar every year in such form and manner
and accompanied by such fees as may be prescribed.
(4) The accounts of limited liability partnerships shall be audited in accordance with such rules as
may be prescribed:
Provided that the Central Government may, by notification in the Official Gazette, exempt any class
or classes of limited liability partnerships from the requirements of this sub-section.
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(5) Any limited liability partnership which fails to comply with the provisions of this section shall be
punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to
five lakh rupees and every designated partner of such limited liability partnership shall be punishable with
fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.
35. Annual return.—(1) Every limited liability partnership shall file an annual return duly
authenticated with the Registrar within sixty days of closure of its financial year in such form and manner
and accompanied by such fee as may be prescribed.
(2) Any limited liability partnership which fails to comply with the provisions of this section shall be
punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to
five lakh rupees.
(3) If the limited liability partnership contravenes the provisions of this section, the designated partner
of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand
rupees but which may extend to one lakh rupees.
36. Inspection of documents kept by Registrar.—The incorporation document, names of partners
and changes, if any, made therein, Statement of Account and Solvency and annual return filed by each
limited liability partnership with the Registrar shall be available for inspection by any person in such
manner and on payment of such fee as may be prescribed.
37. Penalty for false statement.—If in any return, statement or other document required by or for the
purposes of any of the provisions of this Act, any person makes a statement—
(a) which is false in any material particular, knowing it to be false; or
(b) which omits any material fact knowing it to be material,
he shall, save as otherwise expressly provided in this Act, be punishable with imprisonment for a term
which may extend to two years, and shall also be liable to fine which may extend to five lakh rupees but
which shall not be less than one lakh rupees.
38. Power of Registrar to obtain information.—(1) In order to obtain such information as the
Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar
may require any person including any present or former partner or designated partner or employee of a
limited liability partnership to answer any question or make any declaration or supply any details or
particulars in writing to him within a reasonable period.
(2) In case any person referred to in sub-section (1) does not answer such question or make such
declaration or supply such details or particulars asked for by the Registrar within a reasonable time or
time given by the Registrar or when the Registrar is not satisfied with the reply or declaration or details or
particulars provided by such person, the Registrar shall have power to summon that person to appear
before him or an inspector or any other public officer whom the Registrar may designate, to answer any
such question or make such declaration or supply such details, as the case may be.
(3) Any person who, without lawful excuse, fails to comply with any summons or requisition of the
Registrar under this section shall be punishable with fine which shall not be less than two thousand rupees
but which may extend to twenty-five thousand rupees.
39. Compounding of offences.—The Central Government may compound any offence under this
Act which is punishable with fine only, by collecting from a person reasonably suspected of having
committed the offence, a sum which may extend to the amount of the maximum fine prescribed for the
offence.
40. Destruction of old records.—The Registrar may destroy any document filed or registered with
him in physical form or in electronic form in accordance with such rules as may be prescribed.
41. Enforcement of duty to make returns, etc.—(1) If any limited liability partnership is in default
in complying with—
(a) any provisions of this Act or of any other law which requires the filing in any manner with the
Registrar of any return, account or other document or the giving of notice to him of any matter; or
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(b) any request of the Registrar to amend or complete and resubmit any document or to submit a
fresh document,
and fails to make good the default within fourteen days after the service on the limited liability
partnership of a notice requiring it to be done, the Tribunal may, on application by the Registrar, make an
order directing that limited liability partnership or its designated partners or its partners to make good the
default within such time as specified in the order.
(2) Any such order may provide that all the costs of and incidental to the application shall be borne by
that limited liability partnership.
(3) Nothing in this section shall limit the operation of any other provision of this Act or any other law
imposing penalties in respect of any default referred to in this section on that limited liability partnership.
CHAPTER VIII
ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS
42. Partner’s transferable interest.—(1) The rights of a partner to a share of the profits and losses
of the limited liability partnership and to receive distributions in accordance with the limited liability
partnership agreement are transferable either wholly or in part.
(2) The transfer of any right by any partner pursuant to sub-section (1) does not by itself cause the
disassociation of the partner or a dissolution and winding up of the limited liability partnership.
(3) The transfer of right pursuant to this section does not, by itself, entitle the transferee or assignee to
participate in the management or conduct of the activities of the limited liability partnership, or access
information concerning the transactions of the limited liability partnership.
CHAPTER IX
INVESTIGATION
43. Investigation of the affairs of limited liability partnership.—(1) The Central Government shall
appoint one or more competent persons as inspectors to investigate the affairs of a limited liability
partnership and to report thereon in such manner as it may direct if—
(a) the Tribunal, either suo motu, or on an application received from not less than one-fifth of the
total number of partners of limited liability partnership, by order, declares that the affairs of the
limited liability partnership ought to be investigated; or
(b) any Court, by order, declares that the affairs of a limited liability partnership ought to be
investigated.
(2) The Central Government may appoint one or more competent persons as inspectors to investigate
the affairs of a limited liability partnership and to report on them in such manner as it may direct.
(3) The appointment of inspectors pursuant to sub-section (2) may be made,—
(a) if not less than one-fifth of the total number of partners of the limited liability partnership
make an application along with supporting evidence and security amount as may be prescribed; or
(b) if the limited liability partnership makes an application that the affairs of the limited liability
partnership ought to be investigated; or
(c) if, in the opinion of the Central Government, there are circumstances suggesting—
(i) that the business of the limited liability partnership is being or has been conducted with an
intent to defraud its creditors, partners or any other person, or otherwise for a fraudulent or
unlawful purpose, or in a manner oppressive or unfairly prejudicial to some or any of its partners,
or that the limited liability partnership was formed for any fraudulent or unlawful purpose; or
(ii) that the affairs of the limited liability partnership are not being conducted in accordance
with the provisions of this Act; or
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(iii) that, on receipt of a report of the Registrar or any other investigating or regulatory
agency, there are sufficient reasons that the affairs of the limited liability partnership ought to be
investigated.
44. Application by partners for investigation.—An application by partners of the limited liability
partnership under clause (a) of sub-section (1) of section 43 shall be supported by such evidence as the
Tribunal may require for the purpose of showing that the applicants have good reason for requiring the
investigation and the Central Government may, before appointing an inspector, require the applicants to
give security, of such amount as may be prescribed, for payment of costs of the investigation.
45. Firm, body corporate or association not to be appointed as inspector.—No firm, body
corporate or other association shall be appointed as an inspector.
46. Power of inspectors to carry out investigation into affairs of related entities, etc.—(1) If an
inspector appointed by the Central Government to investigate the affairs of a limited liability partnership
thinks it necessary for the purposes of his investigation to investigate also the affairs of an entity which
has been associated in the past or is presently associated with the limited liability partnership or any
present or former partner or designated partner of the limited liability partnership, the inspector shall have
the power to do so and shall report on the affairs of the other entity or partner or designated partner, so far
as he thinks that the results of his investigation thereof are relevant to the investigation of the affairs of
the limited liability partnership.
(2) In the case of any entity or partner or designated partner referred to in sub-section (1), the
inspector shall not exercise his power of investigating into, and reporting on, its or his affairs without
obtaining the prior approval of the Central Government thereto:
Provided that before according approval under this sub-section, the Central Government shall give the
entity or partner or designated partner a reasonable opportunity to show cause why such approval should
not be accorded.
47. Production of documents and evidence.—(1) It shall be the duty of the designated partner and
partners of the limited liability partnership—
(a) to preserve and to produce before an inspector or any person authorised by him in this behalf
with the previous approval of the Central Government, all books and papers of, or relating to, the
limited liability partnership or, as the case may be, the other entity, which are in their custody or
power; and
(b) otherwise to give to the inspector all assistance in connection with the investigation which
they are reasonably able to give.
(2) The inspector may, with the previous approval of the Central Government, require any entity other
than an entity referred to in sub-section (1) to furnish such information to, or produce such books and
papers before him or any person authorised by him in this behalf, with the previous approval of that
Government, as he may consider necessary, if the furnishing of such information or the production of
such books and papers is relevant or necessary for the purposes of his investigation.
(3) The inspector may keep in his custody any books and papers produced under sub-section (1) or
sub-section (2) for thirty days and thereafter shall return the same to the limited liability partnership, other
entity or individual by whom or on whose behalf the books and papers are produced:
Provided that the inspector may call for the books and papers if they are needed again:
Provided further that if certified copies of the books and papers produced under sub-section (2) are
furnished to the inspector, he shall return those books and papers to the entity or person concerned.
(4) An inspector may examine on oath—
(a) any of the persons referred to in sub-section (1);
(b) with the previous approval of the Central Government, any other person in relation to the
affairs of the limited liability partnership or any other entity, as the case may be; and
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(c) may administer an oath accordingly and for that purpose may require any of those persons to
appear before him personally.
(5) If any person fails without reasonable cause or refuses—
(a) to produce before an inspector or any person authorised by him in this behalf with the
previous approval of the Central Government any book or paper which it is his duty under
sub-section (1) or sub-section (2) to produce; or
(b) to furnish any information which is his duty under sub-section (2) to furnish; or
(c) to appear before the inspector personally when required to do so under sub-section (4) or to
answer any question which is put to him by the inspector in pursuance of that sub-section; or
(d) to sign the notes of any examination,
he shall be punishable with fine which shall not be less than two thousand rupees but which may extend
to twenty-five thousand rupees and with a further fine which shall not be less than fifty rupees but which
may extend to five hundred rupees for every day after the first day after which the default continues.
(6) The notes of any examination under sub-section (4) shall be taken down in writing and signed by
the person whose examination was made on oath and a copy of such notes shall be given to the person so
examined on oath and thereafter be used as an evidence by the inspector.
48. Seizure of documents by inspector.—(1) Where in the course of investigation, the inspector has
reasonable ground to believe that the books and papers of, or relating to, the limited liability partnership
or other entity or partner or designated partner of such limited liability partnership may be destroyed,
mutilated, altered, falsified or secreted, the inspector may make an application to the Judicial Magistrate
of the first class, or, as the case may be, the Metropolitan Magistrate, having jurisdiction, for an order for
the seizure of such books and papers.
(2) After considering the application and hearing the inspector, if necessary, the Magistrate may, by
order, authorise the inspector—
(a) to enter, with such assistance, as may be required, the place or places where such books and
papers are kept;
(b) to search that place or those places in the manner specified in the order; and
(c) to seize books and papers which the inspector considers it necessary for the purposes of his
investigation.
(3) The inspector shall keep in his custody the books and papers seized under this section for such
period not later than the conclusion of the investigation as he considers necessary and thereafter shall
return the same to the concerned entity or person from whose custody or power they were seized and
inform the Magistrate of such return:
Provided that the books and papers shall not be kept seized for a continuous period of more than six
months:
Provided further that the inspector may, before returning such books and papers as aforesaid, place
identification marks on them or any part thereof.
(4) Save as otherwise provided in this section, every search or seizure made under this section shall
be carried out in accordance with the provisions of the Code of Criminal Procedure, 1973 (2 of 1974)
relating to searches or seizures made under that Code.
49. Inspector’s report.—(1) The Inspector may, and if so directed by the Central Government, shall
make interim reports to that Government, and on the conclusion of the investigation, shall make a final
report to the Central Government and any such report shall be written or printed, as the Central
Government may direct.
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(2) The Central Government—
(a) shall forward a copy of any report (other than an interim report) made by the inspectors to the
limited liability partnership at its registered office, and also to any other entity or person dealt with or
related to the report; and
(b) may, if it thinks fit, furnish a copy thereof, on request and on payment of the prescribed fee, to
any person or entity related to or affected by the report.
50. Prosecution.—If, from the report under section 49, it appears to the Central Government that any
person in relation to the limited liability partnership or in relation to any other entity whose affairs have
been investigated, has been guilty of any offence for which he is liable, the Central Government may
prosecute such person for the offence; and it shall be the duty of all partners, designated partners and
other employees and agents of the limited liability partnership or other entity, as the case may be, to give
the Central Government all assistance in connection with the prosecution which they are reasonably able
to give.
51. Application for winding up of limited liability partnership.—If any such limited liability
partnership is liable to be wound up under this Act or any other law for the time being in force, and it
appears to the Central Government from any such report under section 49 that it is expedient to do so by
reason of any such circumstances as are referred to in sub-clause (i) or sub-clause (ii) of clause (c) of
sub-section (3) of section 43, the Central Government may, unless the limited liability partnership is
already being wound up by the Tribunal, cause to be presented to the Tribunal by any person authorised
by the Central Government in this behalf, a petition for the winding up of the limited liability partnership
on the ground that it is just and equitable that it should be wound up.
52. Proceedings for recovery of damages or property.—If, from any report under section 49, it
appears to the Central Government that proceedings ought, in the public interest, to be brought by the
limited liability partnership or any entity whose affairs have been investigated,—
(a) for the recovery of damages in respect of any fraud, misfeasance or other misconduct in
connection with the promotion or formation, or the management of the affairs, of such limited
liability partnership or such other entity; or
(b) for the recovery of any property of such limited liability partnership or such other entity,
which has been misapplied or wrongfully retained,
the Central Government may itself bring proceedings for that purpose.
53. Expenses of investigation.—(1) The expenses of, and incidental to, an investigation by an
inspector appointed by the Central Government under this Act shall be defrayed in the first instance by
the Central Government; but the following persons shall, to the extent mentioned below, be liable to
reimburse the Central Government in respect of such expenses, namely:—
(a) any person who is convicted on a prosecution, or who is ordered to pay damages or restore
any property in proceedings brought by virtue of section 52, may, in the same proceedings, be ordered
to pay the said expenses to such extent as may be specified by the court convicting such person, or
ordering him to pay such damages or restore such property, as the case may be;
(b) any entity in whose name proceedings are brought as aforesaid shall be liable, to the extent of
the amount or value of any sums or property recovered by it as a result of the proceedings; and
(c) unless, as a result of the investigation, a prosecution is instituted in pursuance of section 50,—
(i) any entity, a partner or designated partner or any other person dealt with by the report of
the inspector shall be liable to reimburse the Central Government in respect of the whole of the
expenses, unless and except in so far as, the Central Government otherwise directs; and
(ii) the applicants for the investigation, where the inspector was appointed in pursuance of the
provisions of clause (a) of sub-section (1) of section 43, shall be liable to such extent, if any, as
the Central Government may direct.
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(2) Any amount for which a limited liability partnership or other entity is liable by virtue of clause (b)
of sub-section (1) shall be a first charge on the sums or property mentioned in that clause.
(3) The amount of expenses in respect of which any limited liability partnership, other entity, a
partner or designated partner or any other person is liable under sub-clause (i) of clause (c) of
sub-section (1) to reimburse the Central Government shall be recoverable as arrears of land revenue.
(4) For the purposes of this section, any costs or expenses incurred by the Central Government or in
connection with the proceedings brought by virtue of section 52 shall be treated as expenses of the
investigation giving rise to the proceedings.
54. Inspector’s report to be evidence.—A copy of any report of any inspector or inspectors
appointed under the provisions of this Act, authenticated in such manner, if any, as may be prescribed,
shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report.
CHAPTER X
CONVERSION INTO LIMITED LIABILITY PARTNERSHIP
55. Conversion from firm into limited liability partnership.—A firm may convert into a limited
liability partnership in accordance with the provisions of this Chapter and the Second Schedule.
56. Conversion from private company into limited liability partnership.—A private company
may convert into a limited liability partnership in accordance with the provisions of this Chapter and the
Third Schedule.
57. Conversion from unlisted public company into limited liability partnership.—An unlisted
public company may convert into a limited liability partnership in accordance with the provisions of this
Chapter and the Fourth Schedule.
58. Registration and effect of conversion.—(1) The Registrar, on satisfying that a firm, private
company or an unlisted public company, as the case may be, has complied with the provisions of the
Second Schedule, the Third Schedule or the Fourth Schedule, as the case may be, shall, subject to the
provisions of this Act and the rules made thereunder, register the documents submitted under such
Schedule and issue a certificate of registration in such form as the Registrar may determine stating that
the limited liability partnership is, on and from the date specified in the certificate, registered under this
Act:
Provided that the limited liability partnership shall, within fifteen days of the date of registration,
inform the concerned Registrar of Firms or Registrar of Companies, as the case may be, with which it was
registered under the provisions of the Indian Partnership Act, 1932 (9 of 1932) or the Companies Act,
1956 (1 of 1956) as the case may be, about the conversion and of the particulars of the limited liability
partnership in such form and manner as may be prescribed.
(2) Upon such conversion, the partners of the firm, the shareholders of private company or unlisted
public company, as the case may be, the limited liability partnership to which such firm or such company
has converted, and the partners of the limited liability partnership shall be bound by the provisions of the
Second Schedule, the Third Schedule or the Fourth Schedule, as the case may be, applicable to them.
(3) Upon such conversion, on and from the date of certificate of registration, the effects of the
conversion shall be such as specified in the Second Schedule, the Third Schedule or the Fourth Schedule,
as the case may be.
(4) Notwithstanding anything contained in any other law for the time being in force, on and from the
date of registration specified in the certificate of registration issued under the Second Schedule, the Third
Schedule or the Fourth Schedule, as the case may be,—
(a) there shall be a limited liability partnership by the name specified in the certificate of
registration registered under this Act;
(b) all tangible (movable or immovable) and intangible property vested in the firm or the
company, as the case may be, all assets, interests, rights, privileges, liabilities, obligations relating to
the firm or the company, as the case may be, and the whole of the undertaking of the firm or the
21
company, as the case may be, shall be transferred to and shall vest in the limited liability partnership
without further assurance, act or deed; and
(c) the firm or the company, as the case may be, shall be deemed to be dissolved and removed
from the records of the Registrar of Firms or Registrar of Companies, as the case may be.
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIPS
59. Foreign limited liability partnerships.—The Central Government may make rules for
provisions in relation to establishment of place of business by foreign limited liability partnerships within
India and carrying on their business therein by applying or incorporating, with such modifications, as
appear appropriate, the provisions of the Companies Act, 1956 (1 of 1956) or such regulatory mechanism
with such composition as may be prescribed.
CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS
60. Compromise, or arrangement of limited liability partnerships.—(1) Where a compromise or
arrangement is proposed—
(a) between a limited liability partnership and its creditors; or
(b) between a limited liability partnership and its partners,
the Tribunal may, on the application of the limited liability partnership or of any creditor or partner of the
limited liability partnership, or, in the case of a limited liability partnership which is being wound up, of
the liquidator, order a meeting of the creditors or of the partners, as the case may be, to be called, held and
conducted in such manner as may be prescribed or as the Tribunal directs.
(2) If a majority representing three-fourths in value of the creditors, or partners, as the case may be, at
the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if
sanctioned by the Tribunal, by order be binding on all the creditors or all the partners, as the case may be,
and also on the limited liability partnership, or in the case of a limited liability partnership which is being
wound up, on the liquidator and contributories of the limited liability partnership:
Provided that no order sanctioning any compromise or arrangement shall be made by the Tribunal
unless the Tribunal is satisfied that the limited liability partnership or any other person by whom an
application has been made under sub-section (1) has disclosed to the Tribunal, by affidavit or otherwise,
all material facts relating to the limited liability partnership, including the latest financial position of the
limited liability partnership and the pendency of any investigation proceedings in relation to the limited
liability partnership.
(3) An order made by the Tribunal under sub-section (2) shall be filed by the limited liability
partnership with the Registrar within thirty days after making such an order and shall have effect only
after it is so filed.
(4) If default is made in complying with sub-section (3), the limited liability partnership, and every
designated partner of the limited liability partnership shall be punishable with fine which may extend to
one lakh rupees.
(5) The Tribunal may, at any time after an application has been made to it under this section, stay the
commencement or continuation of any suit or proceeding against the limited liability partnership on such
terms as the Tribunal thinks fit, until the application is finally disposed of.
61. Power of Tribunal to enforce compromise or arrangement.—(1) Where the Tribunal makes an
order under section 60 sanctioning a compromise or an arrangement in respect of a limited liability
partnership, it—
(a) shall have power to supervise the carrying out of the compromise or an arrangement; and
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(b) may, at the time of making such order or at any time thereafter, give such directions in regard
to any matter or make such modifications in the compromise or arrangement as it may consider
necessary for the proper working of the compromise or arrangement.
(2) If the Tribunal aforesaid is satisfied that a compromise or an arrangement sanctioned under
section 60 cannot be worked satisfactorily with or without modifications, it may, either on its own motion
or on the application of any person interested in the affairs of the limited liability partnership, make an
order for winding up the limited liability partnership, and such an order shall be deemed to be an order
made under section 64 of this Act.
62. Provisions for facilitating reconstruction or amalgamation of limited liability
partnerships.—(1) Where an application is made to the Tribunal under section 60 for sanctioning of a
compromise or arrangement proposed between a limited liability partnership and any such persons as are
mentioned in that section, and it is shown to the Tribunal that—
(a) compromise or arrangement has been proposed for the purposes of, or in connection with, a
scheme for the reconstruction of any limited liability partnership or limited liability partnerships, or
the amalgamation of any two or more limited liability partnerships; and
(b) under the scheme the whole or any part of the undertaking, property or liabilities of any
limited liability partnership concerned in the scheme (in this section referred to as a “transferor
limited liability partnership”) is to be transferred to another limited liability partnership (in this
section referred to as the “transferee limited liability partnership”), the Tribunal may, either by the
order sanctioning the compromise or arrangement or by a subsequent order, make provisions for all or
any of the following matters, namely:—
(i) the transfer to the transferee limited liability partnership of the whole or any part of the
undertaking, property or liabilities of any transferor limited liability partnership;
(ii) the continuation by or against the transferee limited liability partnership of any legal
proceedings pending by or against any transferor limited liability partnership;
(iii) the dissolution, without winding up, of any transferor limited liability partnership;
(iv) the provision to be made for any person who, within such time and in such manner as the
Tribunal directs, dissent from the compromise or arrangement; and
(v) such incidental, consequential and supplemental matters as are necessary to secure that the
reconstruction or amalgamation shall be fully and effectively carried out:
Provided that no compromise or arrangement proposed for the purposes of, or in connection
with, a scheme for the amalgamation of a limited liability partnership, which is being wound up,
with any other limited liability partnership or limited liability partnerships, shall be sanctioned by
the Tribunal unless the Tribunal has received a report from the Registrar that the affairs of the
limited liability partnership have not been conducted in a manner prejudicial to the interests of its
partners or to public interest:
Provided further that no order for the dissolution of any transferor limited liability partnership
under clause (iii) shall be made by the Tribunal unless the Official Liquidator has, on scrutiny of
the books and papers of the limited liability partnership, made a report to the Tribunal that the
affairs of the limited liability partnership have not been conducted in a manner prejudicial to the
interests of its partners or to public interest.
(2) Where an order under this section provides for the transfer of any property or liabilities, then, by
virtue of the order, that property shall be transferred to and vest in, and those liabilities shall be
transferred to and become the liabilities of, the transferee limited liability partnership; and in the case of
any property, if the order so directs, freed from any charge which is, by virtue of the compromise or
arrangement, to cease to have effect.
(3) Within thirty days after the making of an order under this section, every limited liability
partnership in relation to which the order is made shall cause a certified copy thereof to be filed with the
Registrar for registration.
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(4) If default is made in complying with the provisions of sub-section (3), the limited liability
partnership, every designated partner of the limited liability partnership shall be punishable with fine
which may extend to fifty thousand rupees.
Explanation.—In this section “property” includes property, rights and powers of every description;
and “liabilities” includes duties of every description.
CHAPTER XIII
WINDING UP AND DISSOLUTION
63. Winding up and dissolution.—The winding up of a limited liability partnership may be either
voluntary or by the Tribunal and limited liability partnership, so wound up may be dissolved.
64. Circumstances in which limited liability partnership may be wound up by Tribunal.—A
limited liability partnership may be wound up by the Tribunal,—
(a) if the limited liability partnership decides that limited liability partnership be wound up by the
Tribunal;
(b) if, for a period of more than six months, the number of partners of the limited liability
partnership is reduced below two;
(c) if the limited liability partnership is unable to pay its debts;
(d) if the limited liability partnership has acted against the interests of the sovereignty and
integrity of India, the security of the State or public order;
(e) if the limited liability partnership has made a default in filing with the Registrar the Statement
of Account and Solvency or annual return for any five consecutive financial years; or
(f) if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership
be wound up.
65. Rules for winding up and dissolution.—The Central Government may make rules for the
provisions in relation to winding up and dissolution of limited liability partnerships.
CHAPTER XIV
MISCELLANEOUS
66. Business transactions of partner with limited liability partnership.—A partner may lend
money to and transact other business with the limited liability partnership and has the same rights and
obligations with respect to the loan or other transactions as a person who is not a partner.
67. Application of the provisions of the Companies Act.—(1) The Central Government may, by
notification in the Official Gazette, direct that any of the provisions of the Companies Act, 1956 (1 of
1956) specified in the notification—
(a) shall apply to any limited liability partnership; or
(b) shall apply to any limited liability partnership with such exception, modification and
adaptation, as may be specified, in the notification.
(2) A copy of every notification proposed to be issued under sub-section (1) shall be laid in draft
before each House of Parliament, while it is in session, for a total period of thirty days which may be
comprised in one session or in two or more successive sessions, and if, before the expiry of the session
immediately following the session or the successive sessions aforesaid, both Houses agree in
disapproving the issue of the notification or both Houses agree in making any modification in the
notification, the notification shall not be issued or, as the case may be, shall be issued only in such
modified form as may be agreed upon by both the Houses.
68. Electronic filing of documents.—(1) Any document required to be filed, recorded or registered
under this Act may be filed, recorded or registered in such manner and subject to such conditions as may
be prescribed.
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(2) A copy of or an extract from any document electronically filed with or submitted to the Registrar
which is supplied or issued by the Registrar and certified through affixing digital signature as per the
Information Technology Act, 2000 (21 of 2000) to be a true copy of or extract from such document shall,
in any proceedings, be admissible in evidence as of equal validity with the original document.
(3) Any information supplied by the Registrar that is certified by the Registrar through affixing
digital signature to be a true extract from any document filed with or submitted to the Registrar shall, in
any proceedings, be admissible in evidence and be presumed, unless evidence to the contrary is adduced,
to be a true extract from such document.
69. Payment of additional fee.—Any document or return required to be filed or registered under this
Act with the Registrar, if, is not filed or registered in time provided therein, may be filed or registered
after that time upto a period of three hundred days from the date within which it should have been filed,
on payment of additional fee of one hundred rupees for every day of such delay in addition to any fee as
is payable for filing of such document or return:
Provided that such document or return may, without prejudice to any other action or liability under
this Act, also be filed after such period of three hundred days on payment of fee and additional fee
specified in this section.
70. Enhanced punishment.—In case a limited liability partnership or any partner or designated
partner of such limited liability partnership commits any offence, the limited liability partnership or any
partner or designated partner shall, for the second or subsequent offence, be punishable with
imprisonment as provided, but in case of offences for which fine is prescribed either along with or
exclusive of imprisonment, with fine which shall be twice the amount of fine for such offence.
71. Application of other laws not barred.—The provisions of this Act shall be in addition to, and
not in derogation of, the provisions of any other law for the time being in force.
72. Jurisdiction of Tribunal and Appellate Tribunal.—(1) The Tribunal shall exercise such powers
and perform such functions as are, or may be, conferred on it by or under this Act or any other law for the
time being in force.
(2) Any person aggrieved by an order or decision of Tribunal may prefer an appeal to the Appellate
Tribunal and the provisions of sections 10FQ, 10FZA, 10G, 10GD, 10GE and 10GF of the Companies
Act, 1956 (1 of 1956) shall be applicable in respect of such appeal.
73. Penalty on non-compliance of any order passed by Tribunal.—Whoever fails to comply with
any order made by the Tribunal under any provision of this Act shall be punishable with imprisonment
which may extend to six months and shall also be liable to a fine which shall not be less than fifty
thousand rupees.
74. General penalties.—Any person guilty of an offence under this Act for which no punishment is
expressly provided shall be liable to a fine which may extend to five lakh rupees but which shall not be
less than five thousand rupees and with a further fine which may extend to fifty rupees for every day after
the first day after which the default continues.
75. Power of Registrar to strike defunct limited liability partnership off register.—Where the
Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or
its operation, in accordance with the provisions of this Act, the name of limited liability partnership may
be struck off the register of limited liability partnerships in such manner as may be prescribed:
Provided that the Registrar shall, before striking off the name of any limited liability partnership
under this section, give such limited liability partnership a reasonable opportunity of being heard.
76. Offences to limited liability partnerships.—Where an offence under this Act committed by a
limited liability partnership is proved—
(a) to have been committed with the consent or connivance of a partner or partners or designated
partner or designated partners of the limited liability partnership; or
25
(b) to be attributable to any neglect on the part of the partner or partners or designated partner or
designated partners of that limited liability partnership,
the partner or partners or designated partner or designated partners of the limited liability partnership, as
the case may be, as well as that limited liability partnership shall be guilty of the offence and shall be
liable to be proceeded against and punished accordingly.
77. Jurisdiction of Court.—Notwithstanding any provision to the contrary in any Act for the time
being in force, the Judicial Magistrate of the first class or, as the case may be, the Metropolitan Magistrate
shall have jurisdiction to try any offence under this Act and shall have power to impose punishment in
respect of said offence.
78. Power to alter Schedules.—(1) The Central Government may, by notification in the Official
Gazette, alter any of the provisions contained in any of the Schedules to this Act.
(2) Any alteration notified under sub-section (1) shall have effect as if enacted in the Act and shall
come into force on the date of the notification, unless the notification otherwise directs.
(3) Every alteration made by the Central Government under sub-section (1) shall be laid, as soon as
may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty
days which may be comprised in one session or in two or more successive sessions, and if, before the
expiry of the session immediately following the session or the successive sessions aforesaid, both Houses
agree in making any modification in the alteration, or both Houses agree that the alteration should not be
made, the alteration shall, thereafter, have effect only in such modified form or be of no effect, as the case
may be; so, however, that any such modification or annulment shall be without prejudice to the validity of
anything previously done in pursuance of that alteration.
79. Power to make rules.—(1) The Central Government may, by notification in the Official Gazette,
make rules for carrying out the provisions of this Act.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may
provide for all or any of the following matters, namely:—
(a) form and manner of prior consent to be given by designated partner under sub-section (3) of
section 7;
(b) the form and manner of particulars of every individual agreeing to act as designated partner of
limited liability partnership under sub-section (4) of section 7;
(c) the conditions and requirements relating to the eligibility of an individual to become a
designated partner under sub-section (5) of section 7;
(d) the manner of filing the incorporation document and payment of fees payable thereof under
clause (b) of sub-section (1) of section 11;
(e) the form of statement to be filed under clause (c) of sub-section (1) of section 11;
(f) the form of incorporation document under clause (a) of sub-section (2) of section 11;
(g) the information to be contained in the incorporation document concerning the proposed
limited liability partnership under clause (g) of sub-section (2) of section 11;
(h) the manner of serving the documents on a limited liability partnership or a partner or a
designated partner and the form and manner in which any other address may be declared by the
limited liability partnership under sub-section (2) of section 13;
(i) the form and manner of notice to the Registrar and the conditions in respect of change of
registered office under sub-section (3) of section 13;
(j) the form and manner of application and amount of fee payable to the Registrar under
sub-section (1) of section 16;
(k) the manner in which names will be reserved by the Registrar under sub-section (2) of
section 16;
26
(l) the manner in which an application may be made by an entity under sub-section (1) of
section 18;
(m) the form and manner of notice of change of name of limited liability partnership and the
amount of fee payable under section 19;
(n) the form and manner of the limited liability partnership agreement and the changes made
therein and the amount of fee payable under sub-section (2) of section 23;
(o) the form of notice, the amount of fee payable and the manner of authentication of the
statement under clauses (a), (b) and (c) of sub-section (3) of section 25;
(p) the manner of accounting and disclosure of monetary value of contribution of a partner under
sub-section (2) of section 32;
(q) the books of account and the period of their maintenance under sub-section (1) of section 34;
(r) the form of Statement of Account and Solvency under sub-section (2) of section 34;
(s) the form, manner, fee and time of filing of Statement of Account and Solvency under
sub-section (3) of section 34;
(t) the audit of accounts of a limited liability partnership under sub-section (4) of section 34;
(u) the form and manner of annual return and fee payable under sub-section (1) of section 35;
(v) the manner and amount of fee payable for inspection of incorporation document, names of
partners and changes made therein, Statement of Account and Solvency and annual return under
section 36;
(w) the destruction of documents by Registrar in any form under section 40;
(x) the amount required as security under clause (a) of sub-section (3) of section 43;
(y) the amount of security to be given under section 44;
(z) the fee payable for furnishing a copy under clause (b) of sub-section (2) of section 49;
(za) the manner of authentication of report of inspector under section 54;
(zb) the form and manner of particulars about conversion under the proviso to sub-section (1) of
section 58;
(zc) in relation to establishment of place of business and carrying on business in India by foreign
limited liability partnerships and regulatory mechanism and composition under section 59;
(zd) the manner of calling, holding and conducting meeting under sub-section (1) of section 60;
(ze) in relation to winding up and dissolution of limited liability partnerships under section 65;
(zf) the manner and conditions for filing document electronically under sub-section (1) of
section 68;
(zg) the manner for striking off the names of limited liability partnerships from the register under
section 75;
(zh) the form and manner of statement containing particulars and amount of fee payable under
sub-paragraph (a) of paragraph 4 of the Second Schedule;
(zi) the form and manner of particulars about conversion under the proviso to paragraph 5 of the
Second Schedule;
(zj) the form and manner of the statement and the amount of fee payable under sub-paragraph (a)
of paragraph 3 of the Third Schedule;
(zk) the form and manner of particulars about conversion under the proviso to paragraph 4 of the
Third Schedule;
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(zl) the form and manner of the statement and amount of fee payable under sub-paragraph (a) of
paragraph 4 of the Fourth Schedule; and
(zm) the form and manner of particulars about conversion under the proviso to paragraph 5 of the
Fourth Schedule.
(3) Every rule made under this Act by the Central Government shall be laid, as soon as may be after it
is made, before each House of Parliament, while it is in session, for a total period of thirty days which
may be comprised in one session or in two or more successive sessions, and if, before the expiry of the
session immediately following the session or the successive sessions aforesaid, both Houses agree in
making any modification in the rule, or both Houses agree that the rule should not be made, the rule shall,
thereafter, have effect only in such modified form or be of no effect, as the case may be; so, however, that
any such modification or annulment shall be without prejudice to the validity of anything previously done
under that rule.
80. Power to remove difficulties.—(1) If any difficulty arises in giving effect to the provisions of
this Act, the Central Government may, by order published in the Official Gazette, make such provisions,
not inconsistent with the provisions of this Act as may appear to it to be necessary for removing the
difficulty:
Provided that no such order shall be made under this section after the expiry of a period of two years
from the commencement of this Act.
(2) Every order made under this section shall be laid, as soon as may be, after it is made, before each
House of Parliament.
81. Transitional provisions.—Until the Tribunal and the Appellate Tribunal are constituted under
the provisions of the Companies Act, 1956 (1 of 1956) the provisions of this Act shall have effect subject
to the following modifications, namely:—
(a) for the word “Tribunal” occurring in clause (b) of sub-section (1) of section 41, clause (a) of
sub-section (1) of section 43 and section 44, the words “Company Law Board” had been substituted;
(b) for the word “Tribunal” occurring in section 51 and in sections 60 to 64, the words “High
Court” had been substituted;
(c) for the words “Appellate Tribunal” occurring in sub-section (2) of section 72, the words “High
Court” had been substituted.
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THE FIRST SCHEDULE
[See section 23(4)]
PROVISIONS REGARDING MATTERS RELATING TO MUTUAL RIGHTS AND DUTIES OF PARTNERS AND
LIMITED LIABILITY PARTNERSHIP AND ITS PARTNERS APPLICABLE IN THE ABSENCE OF ANY AGREEMENT
ON SUCH MATTERS
1. The mutual rights and duties of the partners and the mutual rights and duties of the limited liability
partnership and its partners shall be determined, subject to the terms of any limited liability partnership
agreement or in the absence of any such agreement on any matter, by the provisions in this Schedule.
2. All the partners of a limited liability partnership are entitled to share equally in the capital, profits
and losses of the limited liability partnership.
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.
4. Every partner shall indemnify the limited liability partnership for any loss caused to it by his fraud
in the conduct of the business of the limited liability partnership.
5. Every partner may take part in the management of the limited liability partnership.
6. No partner shall be entitled to remuneration for acting in the business or management of the limited
liability partnership.
7. No person may be introduced as a partner without the consent of all the existing partners.
8. Any matter or issue relating to the limited liability partnership shall be decided by a resolution
passed by a majority in number of the partners, and for this purpose, each partner shall have one vote.
However, no change may be made in the nature of business of the limited liability partnership without the
consent of all the partners.
9. Every limited liability partnership shall ensure that decisions taken by it are recorded in the minutes
within thirty days of taking such decisions and are kept and maintained at the registered office of the
limited liability partnership.
10. Each partner shall render true accounts and full information of all things affecting the limited
liability partnership to any partner or his legal representatives.
11. If a partner, without the consent of the limited liability partnership, carries on any business of the
same nature as and competing with the limited liability partnership, he must account for and pay over to
the limited liability partnership all profits made by him in that business.
12. Every partner shall account to the limited liability partnership for any benefit derived by him
without the consent of the limited liability partnership from any transaction concerning the limited
liability partnership, or from any use by him of the property, name or any business connection of the
limited liability partnership.
13. No majority of the partners can expel any partner unless a power to do so has been conferred by
express agreement between the partners.
14. All disputes between the partners arising out of the limited liability partnership agreement which
cannot be resolved in terms of such agreement shall be referred for arbitration as per the provisions of the
Arbitration and Conciliation Act, 1996 (26 of 1996).
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THE SECOND SCHEDULE
(See section 55)
CONVERSION FROM FIRM INTO LIMITED LIABILITY PARTNERSHIP
1. Interpretation.—In this Schedule, unless the context otherwise requires,—
(a) “firm” means a firm as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932);
(b) “convert”, in relation to a firm converting into a limited liability partnership, means a transfer
of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the
firm to the limited liability partnership in accordance with this Schedule.
2. Conversion from firm into limited liability partnership.—(1) A firm may convert into a limited
liability partnership by complying with the requirements as to the conversion set out in this Schedule.
(2) Upon such conversion, the partners of the firm shall be bound by the provisions of this Schedule
that are applicable to them.
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.
4. Statements to be filed.—A firm may apply to convert into a limited liability partnership by filing
with the Registrar—
(a) a statement by all of its partners in such form and manner and accompanied by such fee as the
Central Government may prescribe, containing the following particulars, namely:—
(i) the name and registration number, if applicable, of the firm; and
(ii) the date on which the firm was registered under the Indian Partnership Act, 1932 (9 of
1932) or under any other law, if applicable, and
(b) incorporation document and statement referred to in section 11.
5. Registration of conversion.—On receiving the documents referred to in paragraph 4, the Registrar
shall subject to the provisions of this Act, register the documents and issue a certificate of registration in
such form as the Registrar may determine stating that the limited liability partnership is, on and from the
date specified in the certificate, registered under this Act:
Provided that the limited liability partnership shall, within fifteen days of the date of registration,
inform, the concerned Registrar of Firms with which it was registered under the provisions of the Indian
Partnership Act, 1932 (9 of 1932) about the conversion and of the particulars of the limited liability
partnership in such form and manner as the Central Government may prescribe.
6. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require
the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other
information furnished under the provisions of this Act:
Provided that an appeal may be made before the Tribunal in case of refusal of registration by the
Registrar.
(2) The Registrar may, in any particular case, require the documents referred to in paragraph 4 to be
verified in such manner, as he considers fit.
7. Effect of registration.—On and from the date of registration specified in the certificate of
registration issued under paragraph 5,—
(a) there shall be a limited liability partnership by the name specified in the certificate of
registration registered under this Act;
(b) all tangible (movable and immovable) property as well as intangible property vested in the
firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of
30
the undertaking of the firm shall be transferred to and shall vest in the limited liability partnership
without further assurance, act or deed; and
(c) the firm shall be deemed to be dissolved and if earlier registered under the Indian Partnership
Act, 1932 (9 of 1932) removed from the records maintained under that Act.
8. Registration in relation to property.—If any property to which sub-paragraph (b) of paragraph 7
applies is registered with any authority, the limited liability partnership shall, as soon as practicable after
the date of registration, take all necessary steps as required by the relevant authority to notify the authority
of the conversion and of the particulars of the limited liability partnership in such medium and form as the
authority may specify.
9. Pending proceedings.—All proceedings by or against the firm which are pending in any Court or
Tribunal or before any authority on the date of registration may be continued, completed and enforced by
or against the limited liability partnership.
10. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or
judgment of any Court, Tribunal or other authority in favour of or against the firm may be enforced by or
against the limited liability partnership.
11. Existing agreements.—Every agreement to which the firm was a party immediately before the
date of registration, whether or not of such nature that the rights and liabilities thereunder could be
assigned, shall have effect as from that date as if—
(a) the limited liability partnership were a party to such an agreement instead of the firm; and
(b) for any reference to the firm, there were substituted in respect of anything to be done on or
after the date of registration a reference to the limited liability partnership.
12. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,
instruments and arrangements subsisting immediately before the date of registration relating to the firm or
to which the firm is a party, shall continue in force on and after that date as if they relate to the limited
liability partnership and shall be enforceable by or against the limited liability partnership as if the limited
liability partnership were named therein or were a party thereto instead of the firm.
13. Continuance of employment.—Every contract of employment to which paragraph 11 or
paragraph 12 applies shall continue to be in force on or after the date of registration as if the limited
liability partnership were the employer thereunder instead of the firm.
14. Existing appointment, authority or power.—(1) Every appointment of the firm in any role or
capacity which is in force immediately before the date of registration shall take effect and operate from
that date as if the limited liability partnership were appointed.
(2) Any authority or power conferred on the firm which is in force immediately before the date of
registration shall take effect and operate from that date as if it were conferred on the limited liability
partnership.
15. Application of paragraphs 7 to 14.—The provisions of paragraphs 7 to 14 (both inclusive) shall
apply to any approval, permit or licence issued to the firm under any other Act which is in force
immediately before the date of registration of the limited liability partnership, subject to the provisions of
such other Act under which such approval, permit or licence has been issued.
16. Partner liable for liabilities and obligations of firm before conversion.—(1) Notwithstanding
anything in paragraphs 7 to 14 (both inclusive), every partner of a firm that has converted into a limited
liability partnership shall continue to be personally liable (jointly and severally with the limited liability
partnership) for the liabilities and obligations of the firm which were incurred prior to the conversion or
which arose from any contract entered into prior to the conversion.
(2) If any such partner discharges any liability or obligation referred to in sub-paragraph (1), he shall
be entitled (subject to any agreement with the limited liability partnership to the contrary) to be fully
indemnified by the limited liability partnership in respect of such liability or obligation.
31
17. Notice of conversion in correspondence.— (1) The limited liability partnership shall ensure that
for a period of twelve months commencing not later than fourteen days after the date of registration, every
official correspondence of the limited liability partnership bears the following:
(a) a statement that it was, as from the date of registration, converted from a firm into a limited
liability partnership; and
(b) the name and registration number, if applicable, of the firm from which it was converted.
(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be
punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh
rupees and with a further fine which shall not be less than fifty rupees but which may extend to five
hundred rupees for every day after the first day after which the default continues.
32
THE THIRD SCHEDULE
(See section 56)
CONVERSION FROM PRIVATE COMPANY INTO LIMITED LIABILITY PARTNERSHIP
1. Interpretation.—In this Schedule, unless the context otherwise requires,—
(a) “company” means a private company as defined in clause (iii) of sub-section (1) of section 3
of the Companies Act, 1956 (1 of 1956);
(b) “convert”, in relation to a private company converting into a limited liability partnership,
means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the
undertaking of the private company to the limited liability partnership in accordance with this
Schedule.
2. Eligibility for conversion of private companies into limited liability partnership.—(1) A
company may convert into a limited liability partnership by complying with the requirements as to the
conversion set out in this Schedule.
(2) A company may apply to convert into a limited liability partnership in accordance with 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) Upon such conversion, the company, its shareholders, the limited liability partnership into which
the company has converted and the partners of that limited liability partnership shall be bound by the
provisions of this Schedule that are applicable to them.
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.
4. Registration of conversion.—On receiving the documents referred to in paragraph 3, the Registrar
shall, subject to the provisions of this Act and the rules made thereunder, register the documents and issue
a certificate of registration in such form as the Registrar may determine stating that the limited liability
partnership is, on and from the date specified in the certificate, registered under this Act:
Provided that the limited liability partnership shall, within fifteen days of the date of registration,
inform the concerned Registrar of Companies with which it was registered under the provisions of the
Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability
partnership in such form and manner as the Central Government may prescribe.
5. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require
the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other
information furnished under the provisions of this Act:
Provided that an appeal may be made before the Tribunal in case of refusal of registration by the
Registrar.
(2) The Registrar may, in any particular case, require the documents referred to in paragraph 3 to be
verified in such manner, as he considers fit.
33
6. Effect of registration.—On and from the date of registration specified in the certificate of
registration issued under paragraph 4—
(a) there shall be a limited liability partnership by the name specified in the certificate of
registration registered under this Act;
(b) all tangible (movable or immovable) and intangible property vested in the company, all assets,
interests, rights, privileges, liabilities, obligations relating to the company and the whole of the
undertaking of the company shall be transferred to and shall vest in the limited liability partnership
without further assurance, act or deed; and
(c) the company shall be deemed to be dissolved and removed from the records of the Registrar
of Companies.
7. Registration in relation to property.—If any property to which clause (b) of paragraph 6 applies
is registered with any authority, the limited liability partnership shall, as soon as practicable, after the date
of registration, take all necessary steps as required by the relevant authority to notify the authority of the
conversion and of the particulars of the limited liability partnership in such form and manner as the
authority may determine.
8. Pending proceedings.—All proceedings by or against the company which are pending before any
Court, Tribunal or other authority on the date of registration may be continued, completed and enforced
by or against the limited liability partnership.
9. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or
judgment of any Court, Tribunal or other authority in favour of or against the company may be enforced
by or against the limited liability partnership.
10.Existing agreements.—Every agreement to which the company was a party immediately before
the date of registration, whether or not of such nature that the rights and liabilities thereunder could be
assigned, shall have effect as from that date as if—
(a) the limited liability partnership were a party to such an agreement instead of the company; and
(b) for any reference to the company, there were substituted in respect of anything to be done on
or after the date of registration a reference to the limited liability partnership.
11. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,
instruments and arrangements subsisting immediately before the date of registration relating to the
company or to which the company is a party shall continue in force on and after that date as if they relate
to the limited liability partnership and shall be enforceable by or against the limited liability partnership as
if the limited liability partnership were named therein or were a party thereto instead of the company.
12. Continuance of employment.—Every contract of employment to which paragraph 10 or
paragraph 11 applies shall continue in force on or after the date of registration as if the limited liability
partnership were the employer thereunder instead of the company.
13. Existing appointment, authority or power.—(1) Every appointment of the company in any role
or capacity which is in force immediately before the date of registration shall take effect and operate from
that date as if the limited liability partnership were appointed.
(2) Any authority or power conferred on the company which is in force immediately before the date
of registration shall take effect and operate from that date as if it were conferred on the limited liability
partnership.
14. Application of paragraphs 6 to 13.—The provisions of paragraphs 6 to 13 (both inclusive) shall
apply to any approval, permit or licence issued to the company under any other Act which is in force
immediately before the date of registration of the limited liability partnership, subject to the provisions of
such other Act under which such approval, permit or licence has been issued.
34
15. Notice of conversion in correspondence.—(1) The limited liability partnership shall ensure that
for a period of twelve months commencing not later than fourteen days after the date of registration, every
official correspondence of the limited liability partnership bears the following, namely:—
(a) a statement that it was, as from the date of registration, converted from a company into a
limited liability partnership; and
(b) the name and registration number of the company from which it was converted.
(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be
punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh
rupees and with a further fine which shall not be less than fifty rupees but which may extend to five
hundred rupees for every day after the first day after which the default continues.
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THE FOURTH SCHEDULE
(See section 57)
CONVERSION FROM UNLISTED PUBLIC COMPANY INTO LIMITED LIABILITY PARTNERSHIP
1. Interpretation.— (1) In this Schedule, unless the context otherwise requires,—
(a) “company” means an unlisted public company;
(b) “convert”, in relation to a company converting into a limited liability partnership, means a
transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking
of the company to the limited liability partnership in accordance with the provisions of this Schedule;
(c) “listed company” means a listed company as defined in the Securities Exchange Board of
India (Disclosure and Investor Protection) Guidelines, 2000 issued by the Securities and Exchange
Board of India under section 11 of the Securities and Exchange Board of India Act, 1992 (15 of
1992);
(d) “unlisted public company” means a company which is not a listed company.
2. Conversion of company into a limited liability partnership.—(1) A company may convert into a
limited liability partnership by complying with the requirements as to the conversion set out in this
Schedule.
(2) Upon such conversion, the company, its shareholders, the limited liability partnership into which
the company has converted and the partners of that limited liability partnership shall be bound by the
provisions of this Schedule that are applicable to them.
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.
4. 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 fee 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.
5. Registration of conversion.—On receiving the documents referred to in paragraph 4, the Registrar
shall, subject to the provisions of this Act, and the rules made thereunder, register the documents and
issue a certificate of registration in such form as the Registrar may determine stating that the limited
liability partnership is, on and from the date specified in the certificate, registered under this Act:
Provided that the limited liability partnership shall, within fifteen days of the date of registration,
inform the concerned Registrar of Companies with which it was registered under the provisions of the
Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability
partnership in such form and manner as the Central Government may prescribe.
6. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require
the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other
information furnished under the provisions of this Act:
Provided that an appeal may be made before the Tribunal in case of refusal of registration by the
Registrar.
36
(2) The Registrar may, in any particular case, require the documents referred to in paragraph 4 to be
verified in such manner, as he considers fit.
7. Effect of registration.—On and from the date of registration specified in the certificate of
registration issued under paragraph 5—
(a) there shall be a limited liability partnership by the name specified in the certificate of
registration registered under this Act;
(b) all tangible (movable or immovable) and intangible property vested in the company, all assets,
interests, rights, privileges, liabilities, obligations relating to the company and the whole of the
undertaking of the company shall be transferred to and shall vest in the limited liability partnership
without further assurance, act or deed; and
(c) the company shall be deemed to be dissolved and removed from the records of the Registrar
of Companies.
8. Registration in relation to property.—If any property to which clause (b) of paragraph 7 applies
is registered with any authority, the limited liability partnership shall, as soon as practicable, after the date
of registration, take all necessary steps as required by the relevant authority to notify the authority of the
conversion and of the particulars of the limited liability partnership in such form and manner as the
authority may determine.
9. Pending proceedings.—All proceedings by or against the company which are pending in any
Court or Tribunal or before an authority on the date of registration may be continued, completed and
enforced by or against the limited liability partnership.
10. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or
judgment of any Court, Tribunal or other authority in favour of or against the company may be enforced
by or against the limited liability partnership.
11. Existing agreements.—Every agreement to which the company was a party immediately before
the date of registration, whether or not of such nature that the rights and liabilities thereunder could be
assigned, shall have effect as from that date as if—
(a) the limited liability partnership were a party to such an agreement instead of the company; and
(b) for any reference to the company, there were substituted in respect of anything to be done on
or after the date of registration a reference to the limited liability partnership.
12. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,
instruments and arrangements subsisting immediately before the date of registration relating to the
company or to which the company is a party shall continue in force on and after that date as if they relate
to the limited liability partnership and shall be enforceable by or against the limited liability partnership as
if the limited liability partnership were named therein or were a party thereto instead of the company.
13. Continuance of employment.—Every contract of employment to which paragraph 11 or
paragraph 12 applies shall continue in force on or after the date of registration as if the limited liability
partnership were the employer thereunder instead of the company.
14. Existing appointment, authority or power.—(1) Every appointment of the company in any role
or capacity which is in force immediately before the date of registration shall take effect and operate from
that date as if the limited liability partnership were appointed.
(2) Any authority or power conferred on the company which is in force immediately before the date
of registration shall take effect and operate from that date as if it were conferred on the limited liability
partnership.
15. Application of paragraphs 7 to 14.—The provisions of paragraphs 7 to 14 (both inclusive) shall
apply to any approval, permit or licence issued to the company under any other Act which is in force
immediately before the date of registration of the limited liability partnership, subject to the provisions of
such other Act under which such approval, permit or licence has been issued.
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16. Notice of conversion in correspondence.—(1) The limited liability partnership shall ensure that
for a period of twelve months commencing not later than fourteen days after the date of registration, every
official correspondence of the limited liability partnership bears the following, namely:—
(a) a statement that it was, as from the date of registration, converted from a company into a
limited liability partnership; and
(b) the name and registration number of the company from which it was converted.
(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be
punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh
rupees and with a further fine which shall not be less than fifty rupees but which may extend to five
hundred rupees for every day after the first day after which the default continues.
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