The Limited Liability Partnership Act, 2008 (Bare Act)/
The Limited Liability Partnership Act, 2008 (Bare Act)/
Universal Law Publishing
- New Delhi: Universal Law Publishing, 2010.
- 195 p.
THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
Introduction
CHAPTER I
PRELIMINARY
Sections
1. Short title, extent and commencement
2. Definitions
CHAPTER II
NATURE OF LIMITED LIABaiTY 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
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
Parhier as agent Extent of liability of limited liability partnership
Extent of liability of partner
Holding out Unlimited liability in case of fraud
Whistle blowing
CHAPTER VI
CONTRIBUTIONS
Form of contribution Obligation to contribute
CHAPTER VII
FINANOAL DISCLOSURES Maintenance of books of account, other records and audit, etc.
Annual return Inspection of documents kept by Registrar Penalty for false statement Power of Registrar to obtain information Compounding of offences Destruction of old records Enforcement of duty to make returns, etc. CHAPTER VIII assignment and transfer of PARTNERSHIP RIGHTS
P.artner's transferable interest
CHAPTER IX
INVESTIGATION Investigation of the affairs of limited liability partnersliip AppUcation by partners for investigation Pirn, body corporate or association not to be appointed as inspector. Power of inspectors to carry out investigation into affairs of related entities, etc. Production of documents and evidence Seizure of documents by inspector Inspectors' report
wi„di„g .,p», Proceedings for recovery of damages or property Expenses of investigation inspector's report to be -idence^^^^^^ ^
CONVERSION TO LIMITED LIABILITY PARTNERSHIP Conversion from firm to limited liability partnership • Conversion from private company to limited habilily partners p Conversion from unlisted pubUc company mto limited liability partnership Registration and effect of conversion
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIPS Foreign limited liability partnerships
CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS Compromise or arrangement of limited liability partnerslrips Power of Tribunal to enforce compromise or arrangement . " . Provisions for facilitating reconstruction or amalgamation of limited liability partnerships
CHAPTER XIII
WINDING UP AND DISSOLUTION
63. Winding up and dissolution 64. Circmnstances in which limited liability partnership may be wound up by Tribunal Rules for winding up and dissolution / ■ CHAPTER XIV
MISCELLANEOUS
Business transactions of partner with limited liability partnership Application of the provisions of the Companies Act Electronic filing of documents Payment of additional fee
Enhanced punishment 71. Application of other laws not barred 72. Jurisdiction of Tribtmal 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
Offences by -limited liability partnerships Jurisdiction of Court
.
Power to alter Schedules
Power to make rules
Power to remove difficulties
Transitional provisions THE FIRST SCHEDULE— 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
THE SECOND SCHEDULE.—Conversion from Firm into Limited Liability Partnership
THE THIRD SCHEDULE.— Conversion from Private Company into Limited Liability Partnership
THE FOURTH SCHEDULE.—Conversion from imlisted Public Company into Limited Liability Partnership.
CHAPTER 11
NATURE OF LIMITED LIABILITY PARTNERSHIP
CHAPTER III
DESIGNATED PARTNER'S IDENTIHCATIGN NUMBER
CHAPTER IV INCORPORATION OF LIMITED LIABILITY PARTNERSHIP
CHAPTER V
PARTNERS AND THEIR RELATIONS
CHAPTER VJ
form of contribution
CHAPTER VII HNANCIAL DISCLOSURES
CHAPTER VIII destruction of OLD RECORDS
APTER IX
INVESTIGATIONS
CHAPTER X
CONVERSION TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIP
CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS
CHAPTER XIII
ELECTRONIC FILING OF DOCUMENTS
CHAPTER XIV
STRIKING OFF NAME OF DEFUNCT LLP
CHAPTER XV
CONVERSION FROM HRM TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVI
CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVII
CONVERSION FROM UNLISTED PUBLIC COMPANY TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVIII
COMPOUNDING OF OFFENCES
74
FORM 1.— Application for reservation or change of name . . . 75 FORM 2.— Incorporation Document and Statement . . . 79 FORM 3.— Irdormation with regard to Limited Liability Partnership Agreement ^nd changes, if any, made therein . . . 86 FORM 4.— Notice of appointment of partners/designated partner and changes among them, intimation of DPIN by the LLP to Registrar and consent of partner to become a partner/designated partner . . . 92 FORM 5.— Notice of change of name . . . 99 FORM 6.— Intimation of particulars of name or address of a partner/change in such particulars by a Partner to the Limited Liability Partnership . ■ . 101
FORM 7.— Application for allotment of Designated Partner Identification Number . . . FORM 8.— Statement of Account & Solvency FORM 9.— Consent to act as Designated Partner FORM 10.— Intimation of changes in particulars by Designated Partners . . FORM 11.— Annual Return of Limited Liability Partnership FORM 12.— Form for intimating other address for service of documents FORM 13.— Specimen of notice of cessation by a ceasing partner to other Partners
FORM 14.— Form for intimating the Registrar of Firms/Registrar of Companies of conversion of firm/company into limited liability partnership FORM 15.— Notice of change of place of registered office FORM 16.— Certificate of Incorporation
FORM 17.— Application and statement for the conversion of a firm into Limited Liability Partnership
FORM 18.— Application and Statement for conversion of a private company/unlisted public company into limited liability partnership
FORM 19.— Certificate of Registration on Conversion FORM 20.— Affidavit in support of Summons
FORM 21.— Summons for directions to convene a meeting under section 60(1)
FORM 22.— Notice of intimation of Order of Court/Tribunal/ CLB/Central Government to the Registrar FORM 23.— Application for direction to LLP to change its name - FORM 24.— Application to the Registrar for striking off name. FORM 25.— Application for reservation/renewal of name by a foreign LLP/foreign company
FORM 26.— Form of proxy FORM 27.— Form for registration of particulars by foreign limited liability partnership
FORM 28.— [Form of alteration • made by foreign limited liability partnership—See rule 34(3)] FORM 29.— [Notice of intention to close the place of business by foreign limited liability partnership—See rule 34(3)] . . FORM 30.— Certificate for Establishment of Place of Business in India form 31.— Application for compounding of an offence under the Act
ANNEXURE NotificaHon regarding certain Provisons of Companies 1956 (1 of 1956) which shall apply to a Limited Liability Partnerehip (vide G.S.R. 6(E), dated 6th January, 2010)
Bare Act
340 / UNI/L
THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
Introduction
CHAPTER I
PRELIMINARY
Sections
1. Short title, extent and commencement
2. Definitions
CHAPTER II
NATURE OF LIMITED LIABaiTY 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
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
Parhier as agent Extent of liability of limited liability partnership
Extent of liability of partner
Holding out Unlimited liability in case of fraud
Whistle blowing
CHAPTER VI
CONTRIBUTIONS
Form of contribution Obligation to contribute
CHAPTER VII
FINANOAL DISCLOSURES Maintenance of books of account, other records and audit, etc.
Annual return Inspection of documents kept by Registrar Penalty for false statement Power of Registrar to obtain information Compounding of offences Destruction of old records Enforcement of duty to make returns, etc. CHAPTER VIII assignment and transfer of PARTNERSHIP RIGHTS
P.artner's transferable interest
CHAPTER IX
INVESTIGATION Investigation of the affairs of limited liability partnersliip AppUcation by partners for investigation Pirn, body corporate or association not to be appointed as inspector. Power of inspectors to carry out investigation into affairs of related entities, etc. Production of documents and evidence Seizure of documents by inspector Inspectors' report
wi„di„g .,p», Proceedings for recovery of damages or property Expenses of investigation inspector's report to be -idence^^^^^^ ^
CONVERSION TO LIMITED LIABILITY PARTNERSHIP Conversion from firm to limited liability partnership • Conversion from private company to limited habilily partners p Conversion from unlisted pubUc company mto limited liability partnership Registration and effect of conversion
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIPS Foreign limited liability partnerships
CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS Compromise or arrangement of limited liability partnerslrips Power of Tribunal to enforce compromise or arrangement . " . Provisions for facilitating reconstruction or amalgamation of limited liability partnerships
CHAPTER XIII
WINDING UP AND DISSOLUTION
63. Winding up and dissolution 64. Circmnstances in which limited liability partnership may be wound up by Tribunal Rules for winding up and dissolution / ■ CHAPTER XIV
MISCELLANEOUS
Business transactions of partner with limited liability partnership Application of the provisions of the Companies Act Electronic filing of documents Payment of additional fee
Enhanced punishment 71. Application of other laws not barred 72. Jurisdiction of Tribtmal 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
Offences by -limited liability partnerships Jurisdiction of Court
.
Power to alter Schedules
Power to make rules
Power to remove difficulties
Transitional provisions THE FIRST SCHEDULE— 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
THE SECOND SCHEDULE.—Conversion from Firm into Limited Liability Partnership
THE THIRD SCHEDULE.— Conversion from Private Company into Limited Liability Partnership
THE FOURTH SCHEDULE.—Conversion from imlisted Public Company into Limited Liability Partnership.
CHAPTER 11
NATURE OF LIMITED LIABILITY PARTNERSHIP
CHAPTER III
DESIGNATED PARTNER'S IDENTIHCATIGN NUMBER
CHAPTER IV INCORPORATION OF LIMITED LIABILITY PARTNERSHIP
CHAPTER V
PARTNERS AND THEIR RELATIONS
CHAPTER VJ
form of contribution
CHAPTER VII HNANCIAL DISCLOSURES
CHAPTER VIII destruction of OLD RECORDS
APTER IX
INVESTIGATIONS
CHAPTER X
CONVERSION TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIP
CHAPTER XII
COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS
CHAPTER XIII
ELECTRONIC FILING OF DOCUMENTS
CHAPTER XIV
STRIKING OFF NAME OF DEFUNCT LLP
CHAPTER XV
CONVERSION FROM HRM TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVI
CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVII
CONVERSION FROM UNLISTED PUBLIC COMPANY TO LIMITED LIABILITY PARTNERSHIP
CHAPTER XVIII
COMPOUNDING OF OFFENCES
74
FORM 1.— Application for reservation or change of name . . . 75 FORM 2.— Incorporation Document and Statement . . . 79 FORM 3.— Irdormation with regard to Limited Liability Partnership Agreement ^nd changes, if any, made therein . . . 86 FORM 4.— Notice of appointment of partners/designated partner and changes among them, intimation of DPIN by the LLP to Registrar and consent of partner to become a partner/designated partner . . . 92 FORM 5.— Notice of change of name . . . 99 FORM 6.— Intimation of particulars of name or address of a partner/change in such particulars by a Partner to the Limited Liability Partnership . ■ . 101
FORM 7.— Application for allotment of Designated Partner Identification Number . . . FORM 8.— Statement of Account & Solvency FORM 9.— Consent to act as Designated Partner FORM 10.— Intimation of changes in particulars by Designated Partners . . FORM 11.— Annual Return of Limited Liability Partnership FORM 12.— Form for intimating other address for service of documents FORM 13.— Specimen of notice of cessation by a ceasing partner to other Partners
FORM 14.— Form for intimating the Registrar of Firms/Registrar of Companies of conversion of firm/company into limited liability partnership FORM 15.— Notice of change of place of registered office FORM 16.— Certificate of Incorporation
FORM 17.— Application and statement for the conversion of a firm into Limited Liability Partnership
FORM 18.— Application and Statement for conversion of a private company/unlisted public company into limited liability partnership
FORM 19.— Certificate of Registration on Conversion FORM 20.— Affidavit in support of Summons
FORM 21.— Summons for directions to convene a meeting under section 60(1)
FORM 22.— Notice of intimation of Order of Court/Tribunal/ CLB/Central Government to the Registrar FORM 23.— Application for direction to LLP to change its name - FORM 24.— Application to the Registrar for striking off name. FORM 25.— Application for reservation/renewal of name by a foreign LLP/foreign company
FORM 26.— Form of proxy FORM 27.— Form for registration of particulars by foreign limited liability partnership
FORM 28.— [Form of alteration • made by foreign limited liability partnership—See rule 34(3)] FORM 29.— [Notice of intention to close the place of business by foreign limited liability partnership—See rule 34(3)] . . FORM 30.— Certificate for Establishment of Place of Business in India form 31.— Application for compounding of an offence under the Act
ANNEXURE NotificaHon regarding certain Provisons of Companies 1956 (1 of 1956) which shall apply to a Limited Liability Partnerehip (vide G.S.R. 6(E), dated 6th January, 2010)
Bare Act
340 / UNI/L