Preamble
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 ...
2 Definitions
1.     In this Act, unless the context otherwise requires,--a.     "address", in relation to a partner of a limited liability partnership, means-            ...
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....
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...
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 ...
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 In...
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 requi...
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 ...
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 partn...
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...
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 incorpor...
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 re...
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 develo...
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.2....
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 ...
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 regi...
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 suc...
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 ...
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 imitatio...
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 na...
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 ot...
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 dut...
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 a...
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.   ...
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 ...
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 ...
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 ...
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 limi...
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 liabili...
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 ...
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...
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...
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 existe...
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 ye...
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 lia...
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--1.     whic...
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...
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 ...
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 ...
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 ...
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 ...
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 T...
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...
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 inspecto...
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 liabili...
49 Inspector's report
1.     The inspectors may, and if so directed by the Central Government, shall make interim reports to that Government, and on the conclusion of the investig...
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 ...
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 ...
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 liabil...
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...
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, sh...
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 S...
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 ...
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; orb.    between a limited liability ...
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.   ...
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 part...
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 ...
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 loa...
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...
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 condi...
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 f...
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 ...
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 ti...
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 mont...
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 bu...
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 ...
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 pa...
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 M...
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.     ...
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, an...
80 Power to remove difficulties
1.     If any difficulty arises in giving 0effect to the provisions of this Act, the Central Government may, by order published in the Official Gazette, make...
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 hav...
Schedule First Schedule
[See section 23(4)]Provisions regarding matters relating to mutual rights and duties of partners and limited liability partnership and its partners applicabl...
Second Schedule
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...
Third Schedule
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 ...
Fourth Schedule
1.     In this Schedule, unless the context otherwise requires,--a.     "company" means an unlisted public company;b.    "convert", in relation to a company ...
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