TY - BOOK ED - Universal Law Publishing TI - The Limited Liability Partnership Act, 2008 (Bare Act) U1 - 340 PY - 2010/// CY - New Delhi PB - Universal Law Publishing KW - Bare Act N1 - 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) ER -