THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 
________________ 

ARRANGEMENT OF SECTIONS 
________________ 

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 and 9. 

INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO 

CHAPTER III 

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.  Rectification of name of limited liability partnership. 
18.  [Omitted.]. 
19.  Change of registered name. 
20.  Penalty for improper use of words “limited liability partnership” or “LLP”. 
21.  Publication of name and limited liability. 

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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. 

EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS 

CHAPTER V 

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. 
34A. Accounting and auditing standards. 
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. 

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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. 

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SECTIONS 

CHAPTER XIV 

MISCELLANEOUS 

66.  Business transactions of partner with limited liability partnership. 
67.  Application of the provisions of the Companies Act. 
67A. Establishment of Special Courts. 
67B. Procedure and powers of Special Court. 
67C. Appeal and revision. 
68.  Electronic filing of documents. 
68A. Registration offices. 
69.  Payment of additional fee. 
70.  Enhanced punishment. 
71.  Application of other laws not barred. 
72.  Jurisdiction of Tribunal and Appellate Tribunal. 
73.  [Omitted.]. 
74.  General penalties. 
75.  Power of Registrar to strike defunct limited liability partnership off register. 
76.  Offences to limited liability partnerships. 
76A. Adjudication of penalties. 
77.  Jurisdiction of Courts. 
77A. Cognizance of offences. 
78.  Power to alter Schedules. 
79.  Power to make rules. 
80.  Power to remove difficulties. 
81.  [Omitted.]. 

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

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THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 

ACT NO. 6 OF 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:— 

[7th January, 2009.] 

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 

2[section 410] of 3[the Companies Act, 2013 (18 of 2013)];  

(d)  "body  corporate"  means  a  company  as  defined  in  4[clause  (20)  of  section  2]  of  3[the 

Companies Act, 2013 (18 of 2013)] 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  4[clause (20) of section 2] 
of  3[the  Companies  Act,  2013  (18  of  2013)]  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  5[and  occupation  except  any  activity 
which the Central Government may, by notification, exclude]; 

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). 

2. Subs. by Act 31 of 2021, s. 3, for “sub-section (1) of section 10FR” (w.e.f. 1-4-2022). 
3. Subs. by s. 2, ibid., for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 
4. Subs. by s. 3, ibid., for “section 3” (w.e.f. 1-4-2022). 
5. Subs. by s. 4, ibid., for “and occupation” (w.e.f. 1-4-2022). 

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(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; 

(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; 

1[(ra)  “Regional  Director”  means  a  person  appointed  as  such  by  Central  Government  for  the 

purpose of this Act or the Companies Act, 2013 (18 of 2013), as the case may be.] 

2[(s) "Registrar" means a person appointed by the Central Government as Registrar, an Additional 
Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purpose of this Act 
or the Companies Act, 2013 (18 of 2013)];  

(t) "Schedule'' means a Schedule to this Act; 
1[(ta)  “small limited liability partnership” means a limited liability partnership-- 

(i) the contribution of which, does not exceed twenty-five lakh rupees or such higher amount, 

not exceeding five crore rupees, as may be prescribed; and 

1. Ins. by Act 31 of 2021, s. 3, for clause (s) (w.e.f. 1-4-2022). 
2. Subs. by s. 3, for clause (s) (w.e.f. 1-4-2022). 

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(ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediately 
preceding financial year, does not exceed forty lakh rupees or such higher amount, not exceeding 
fifty crore rupees, as may be prescribed; or 

(iii) which meets such other requirements as may be prescribed,  

and fulfils such terms and conditions as may be prescribed;] 

(u)  "Tribunal"  means  the  National  Company  Law  Tribunal  constituted  under  1[section  408]  of 

2[the Companies Act, 2013 (18 of 2013)]. 

(2) Words and expressions used and not defined in this Act but defined in 2[the Companies Act, 2013 

(18 of 2013)]. 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. 

1. Subs. by Act 31 of 2021, s. 3 “sub-section (1) of section 10FB” (w.e.f. 1-4-2022). 
2. Subs. by s. 2, ibid., for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 

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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 1[twenty days during the financial 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 2[sections  153 to 159] 
(both  inclusive)  of  3[the  Companies  Act,  2013  (18  of  2013)]  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, 4*** 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 5[liable to a penalty of ten thousand rupees and in case of continuing contravention, with a further 
penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a 
maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every partner of such 
limited liability partnership]. 

1. Subs. by  Act 31 of 2021, s. 4, for “eighty-two days during the immediately preceding one year” (w.e.f. 1-4-2022). 
2. Subs. by s. 4, ibid., for “sections 266A to 266G” (w.e.f. 1-4-2022). 
3. Subs. by s. 2, ibid., for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 
3. The figure “8” omitted by s. 5, ibid., for “(w.e.f. 1-4-2022). 
4. Subs. by s. 5, ibid., for “punishable with fine which shall not be less than ten thousand rupees, but which may extend to five 

lakh rupees” (w.e.f. 1-4-2022). 

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1[(2) If the limited liability partnership contravenes the provision of sub-section (4) of section 7, such 
limited liability partnership and its every designated partner shall be liable to a penalty of five thousand 
rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day 
after the first during which such contravention continues, subject to a maximum of fifty thousand rupees 
for the limited liability partnership and twenty-five thousand rupees for its every designated partner. 

(3)  If  the  limited  liability  partnership  contravenes  the  provisions  of  sub-section  (5)  of  section  7  or 
section  9,  such  limited  liability  partnership  and  its  every  partner  shall  be  liable  to  a  penalty  of  ten 
thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for 
each  day  after  the  first  during  which  such  contravention  continues,  subject  to  a  maximum  of  one  lakh 
rupees for the limited liability partnership and fifty thousand rupees for its every partner.] 

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 

1. Subs. by Act 31of 2021, s. 5, for sub-section (2) (w.e.f. 1-4-2022). 

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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. 

1[(4) If any default is made in complying with the requirements of this section, the limited liability 
partnership and its every partner shall be liable to a penalty of five hundred rupees for each day during 
which  the  default  continues,  subject  to  a  maximum  of  fifty  thousand  rupees  for  the  limited  liability 
partnership and its every partner.] 

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.  

(2) No limited liability partnership shall be registered by a name which, in the opinion of the Central 

Government is— 

(a) undesirable; or 

2[(b)  identical  or  too  nearly  resembles  to  that  of  any  other  limited  liability  partnership  or  a 
company  or  a  registered  trade  mark  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— 

1. Subs. by Act 31 of 2021, s. 6, for sub-section (4) (w.e.f. 1-4-2022). 
2. Subs. by s. 7, ibid., for clause (b) (w.e.f. 1-4-2022). 

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 (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. 

1[17.  Rectification  of  name  of  limited  liability  partnership.—(1)  Notwithstanding  anything 
contained in sections 15 and 16, if through inadvertence or otherwise, a limited liability partnership, on its 
first registration or on its registration by a new name, is registered by a name which is identical with or 
too nearly resembles to-- 

(a) that of any other limited liability partnership or a company; or 

(b) a registered trade mark of a proprietor under the Trade Marks Act, 1999 (47 of 1999),  

as  is  likely  to  be  mistaken  for  it,  then  on  an  application  of  such  limited  liability  partnership  or 
proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may 
direct that such limited liability partnership to change its name or new name within a period of three 
months from the date of issue of such direction: 

Provided  that  an  application  of  the  proprietor  of  the  registered  trade  marks  shall  be  maintainable 
within  a  period  of  three  years  from  the  date  of  incorporation  or  registration  or  change  of  name  of  the 
limited liability partnership under this Act. 

(2)  Where  a  limited  liability  partnership  changes  its  name  or  obtains  a  new  name  under                         

sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the 
change  to  Registrar  along  with  the  order  of  the  Central  Government,  who  shall  carry  out  necessary 
changes  in  the  certificate  of  incorporation  and  within  thirty  days  of  such  change  in  the  certificate  of 
incorporation, such limited liability partnership shall change its name in the limited liability partnership 
agreement. 

(3)  If  the  limited  liability  partnership  is  in  default  in  complying  with  any  direction  given  under                

sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such 
manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability 
partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which 
the limited liability partnership shall use thereafter: 

Provided that nothing contained in this sub-section shall prevent a limited liability partnership from 

subsequently changing its name in accordance with the provisions of section 16.] 

18.  [Application  for  direction  to  change  name  in  certain  circumstances].  Omitted  by  the  Limited 

liability Partnership (Amendment) Act, 2021 (31 of 2021), s. 9 (w.e.f. 1-4-2022). 

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. 

1. Subs. by Act 31 of 2021, s. 8, for section 17 (w.e.f. 1-4-2022). 

11 

 
 
                                                           
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.  

1[(2) If the limited liability partnership contravenes the provisions of this section, the limited liability 

partnership shall be liable to a penalty of ten 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. 

1. Subs. by Act 31 of 2021, s. 10, for sub-section (2) (w.e.f. 1-4-2022). 

12 

 
 
                                                           
(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. 

1[(4)   If  the  limited  liability  partnership  contravenes  the  provisions  of  sub-section  (2),  the  limited 

liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees. 

(5) If the contravention referred to in sub-section (1) is made by any partner of the limited liability 

partnership, such partner shall be liable to a penalty of ten 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. 

1. Subs. by Act 31 of 2021, s. 11, for sub-sections (4) and (5)  (w.e.f. 1-4-2022). 

13 

 
                                                           
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  1[five 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 

1. Subs. by Act 31 of 2021, s. 12, for “two years” (w.e.f. 1-4-2022). 

14 

 
                                                           
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 
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: 

15 

 
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. 

1[(5)  Any  limited liability  partnership  which  fails to  comply  with  the  provisions of  sub-section (3), 
such limited liability partnership and its designated partners shall be liable to a penalty of one hundred 
rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the 
limited liability partnership and fifty thousand rupees for every designated partner. 

(6)  Any  limited  liability  partnership  which  fails  to  comply  with  the  provisions  of  sub-section  (1),  
sub-section (2) and sub-section (4), such limited liability partnership shall be punishable with fine which 
shall  not  be  less  than  twenty-five  thousand  rupees,  but  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 may extend to one lakh rupees.] 

2[34A.  Accounting  and  auditing  standards.—The  Central  Government  may,  in  consultation  with 
the  National  Financial  Reporting  Authority  constituted  under  section  132 of  the  Companies  Act,  2013  
(18 of 2013),-- 

(a) prescribe the standards of accounting; and 

(b) prescribe the standards of auditing, 

as  recommended  by  the  Institute  of  Chartered  Accountants  of  India  constituted  under  section  3 of  the 
Chartered Accountants Act, 1949 (38 of 1949), for a class or classes of limited liability partnerships.] 

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. 

3[(2) If any limited liability partnership fails to file its annual return under sub-section (1) before the expiry of 
the period specified therein, such limited liability partnership and its designated partners shall be liable to a penalty 
of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees 
for the limited liability partnership and fifty thousand rupees for designated partners.] 

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 

1. Subs. by Act 31 of 2021, s. 13, for sub-section (5) (w.e.f. 1-4-2022). 
2. Ins. by s. 14, ibid., (w.e.f. 1-4-2022). 
3. Subs. by s. 15, ibid., for sub-sections (2) and (3) (w.e.f. 1-4-2022). 

16 

 
                                                           
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. 

1[39. Compounding of offences.—(1) Notwithstanding anything contained in the Code of Criminal 
Procedure, 1973 (2 of 1974), the Regional Director or any other officer not below the rank of Regional 
Director  authorised  by  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 provided for the offence but shall 
not be lower than the minimum amount provided for the offence. 

(2)  Nothing  contained  in  sub-section  (1)  shall  apply  to  an  offence  committed  by  a  limited  liability 
partnership or its partner or its designated partner within a period of  three years from the date on which 
similar offence committed by it or him was compounded under this section. 

Explanation.--For the removal of doubts, it is hereby clarified that any second or subsequent offence 
committed after the expiry of the period of three years from the date on which the offence was previously 
compounded, shall be deemed to be the first offence. 

(3)  Every  application  for  the  compounding  of  an  offence  shall  be  made  to  the  Registrar  who  shall 
forward the same, together with his comments thereon, to the Regional Director or any other officer not 
below the rank of Regional Director authorised by the Central Government, as the case may be. 

(4) Where any offence is compounded under this section, whether before or after the institution of any 
prosecution, intimation thereof shall be given to the Registrar within a period of seven days from the date 
on which the offence is so compounded. 

(5) Where any offence is compounded before the institution of any prosecution, no prosecution shall 

be instituted in relation to such offence. 

(6)  Where  the  compounding  of  any  offence  is  made  after  the  institution  of  any  prosecution,  such 
compounding shall be brought by the Registrar in writing, to the notice of the court in which prosecution 
is pending and on such notice of the compounding of the offence being given, the offender in relation to 
which the offence is so compounded shall be discharged. 

(7) The Regional Director or any other officer not below the rank of Regional Director authorised by 
the  Central  Government,  while  dealing  with  the  proposal  for  compounding  of  an  offence  may,  by  an 
order, direct any partner, designated partner or other employee of the limited liability partnership to file or 
register, or on payment of fee or additional fee as required to be paid under this Act, such return, account 
or other document within such time as may be specified in the order. 

(8) Notwithstanding anything contained in this section, if any partner or designated partner or other 
employee of the limited liability partnership who fails to comply with any order made by the Regional 
Director  or  any  other  officer  not  below  the  rank  of  Regional  Director  authorised  by  the  Central 
Government,  under  sub-section  (7),  the  maximum  amount  of  fine  for  the  offence,  which  was  under 
consideration of Regional Director or such authorised officer for compounding under this section shall be 
twice  the  amount  provided  in  the  corresponding  section  in  which  punishment  for  such  offence  is 
provided.] 

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— 

1. Subs. by Act 31 of 2021, s. 16, for section 39 (w.e.f. 1-4-2022). 

17 

 
                                                           
(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 

(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 

18 

 
(ii) that the affairs of the limited liability partnership are not being conducted in accordance 

with the provisions of this Act; or 

(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);  

19 

 
(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  

(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. 

20 

 
 
(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. 

21 

 
(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  1[the Companies Act, 
2013 (18 of 2013)] 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;  

1. Subs. by Act 31 of 2021, s. 2, for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 

22 

 
                                                           
(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 
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  1[the  Companies  Act,  2013  (18  of  2013)]  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. 

2[(4)  If  default  is  made  in  complying  with  the  provisions  of  sub-section  (3),  the  limited  liability 
partnership and its every designated partner shall be liable to a penalty of ten thousand rupees, and in case 
of  continuing  default,  with  a  further  penalty  of  one  hundred  rupees  for  each  day  after  the  first  during 
which such default continues, subject to a maximum of one lakh rupees for limited liability partnership 
and fifty thousand rupees for every designated partner.]  

1. Subs. by Act 31 of 2021, s. 2, for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 
2. Subs. by Act 31 of 2021, s. 17, for sub-section (4) (w.e.f. 1-4-2022). 

23 

 
                                                           
 
(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 

(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. 

for 

62.  Provisions 

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— 

facilitating  reconstruction  or  amalgamation  of 

limited 

(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. 

24 

 
(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. 

1[(4)  If  default  is  made  in  complying  with  the  provisions  of  sub-section  (3),  the  limited  liability 
partnership and its every designated partner shall be liable to a penalty of ten thousand rupees, and in case 
of the continuing default, with a further penalty of one hundred rupees for each day, after the first during 
which such default continues, subject to a maximum of one lakh rupees for limited liability partnership 
and fifty thousand rupees for every designated partner. 

Explanation.—For the purposes of this section,— 

(i) “property” includes property, rights and powers of every description and “liabilities” includes 

duties of every description; 

(ii) a “limited liability partnership” shall not be amalgamated with a company.] 

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; 

2* 

     * 

* 

* 

* 

(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. 

1. Subs. by Act 31 of 2021, s. 18, for sub-section (4) (w.e.f. 1-4-2022). 
2. Clause (c) Omitted by Act 31 of 2016, s. 254 and the tenth Schedule (w.e.f. 15-11-2016). 

25 

 
 
 
 
 
 
 
 
                                                           
 
 
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  1[the  Companies  Act,  2013                 
(18 of 2013)] 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. 

2[67A.  Establishment  of  Special  Courts.—(1)  The  Central  Government  may,  for  the  purpose  of 
providing speedy trial of offences under this Act, by notification, establish or designate as many Special 
Courts as may be necessary for such area or areas, as may be specified in the notification. 

(2) The Special Court shall consist of— 

(a)  a  single  Judge  holding  office  as  Sessions  Judge  or  Additional  Sessions  Judge,  in  case  of 

offences punishable under this Act with imprisonment of three years or more; and 

(b)  a  Metropolitan  Magistrate  or  a  Judicial  Magistrate  of  the  first  class,  in  the  case  of  other 

offences,  

who shall be appointed by the Central Government with the concurrence of the Chief Justice of the High 
Court: 

Provided  that  until  Special  Courts  are  designated  or  established  under  sub-section  (1),  the  Courts 
designated as Special Courts in terms of section 435 of the Companies Act, 2013 (18 of 2013) shall be 
deemed to be Special Courts for the purpose of trial of offences punishable under this Act: 

Provided  further  that  notwithstanding  anything  contained  in  the  Code  of  Criminal  Procedure,  1973        

(2  of  1974),  any  offence  committed  under  this  Act,  which  is  triable  by  a  Special  Court  shall,  until  a 
Special Court is established under this Act or the Companies Act, 2013 (18 of 2013), be tried by a Court 
of Sessions or the Court of Metropolitan Magistrate or a Judicial Magistrate of the first class, as the case 
may be, exercising jurisdiction over the area. 

67B.  Procedure  and  powers  of  Special  Court.—(1)  Notwithstanding  anything  contained  in  the 
Code of Criminal Procedure, 1973 (2 of 1974), all offences specified under sub-section (1) of section 67A 
shall be triable only by the Special Court established or designated for the area in which the registered 
office of the limited liability partnership is situated in relation to which the offence is committed or where 
there  are  more than  one  Special  Courts for  such  area,  by  such  one  of  them  as may  be  specified  in  this 
behalf by the High Court concerned. 

(2)  While  trying  an  offence  under  this  Act,  a  Special  Court  may  also  try  an  offence  other  than  an 
offence under this Act with  which the accused may, under the Code of Criminal Procedure, 1973 (2 of 
1974) be charged at the same trial. 

1. Subs. by Act 31 of 2021, s. 2, for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022).  
2. Ins. by s. 19, ibid., (w.e.f. 1-4-2022).  
*  Vide  Notification  No.  G.S.R.  59(E),  dated  30th  January,  2020,  Central  Government  hereby  directs  that  the  provisions  of  

section  460 of the Company Act, 2013 (18 of 2013), shall apply to a limited partnership from 30th January, 2020. 

26 

 
                                                           
 
(3)  Notwithstanding  anything  contained  in  the  Code  of  Criminal  Procedure,  1973  (2  of  1974),  the 
Special Court may, if it thinks fit, try in a summary way any offence under this Act which is punishable 
with imprisonment for a term not exceeding three years: 

Provided that in the case of any conviction in a summary trial, no sentence of imprisonment for a term 

exceeding one year shall be passed: 

Provided further that, when at the commencement of or in the course of a summary trial, it appears to 
the  Special  Court  that  the  nature  of  the  case  is  such  that  the  sentence  of  imprisonment  for  a  term 
exceeding one year may have to be passed or that it is, for any other reason, undesirable to try the case 
summarily, the Special Court shall, after hearing the parties, record an order to that effect and thereafter 
recall any witnesses who may have been examined and proceed to hear or re-hear the case in accordance 
with the procedure for the regular trial. 

67C.  Appeal  and  revision.—  The  High  Court  may  exercise,  so  far  as  may  be  applicable,  all  the 
powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 (2 of 1974) on a 
High Court, as if a Special Court within the local limits of the jurisdiction of the High Court were a Court 
of Sessions trying cases within the local limits of the jurisdiction of the High Court.] 

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. 

(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. 

1[68A. Registration  offices.—(1)  For  the  purpose  of  exercising  such  powers  and  discharging  such 
functions as are conferred on the Central Government by or under this Act or under rules made thereunder 
and for the purpose of registration of limited liability partnerships under this Act, the Central Government 
shall,  by  notification,  establish  such  number  of  registration  offices  at  such  places  as  it  thinks  fit, 
specifying their jurisdiction. 

(2)  The  Central  Government  may  appoint  such  Registrars,  Additional  Registrars,  Joint  Registrars, 
Deputy  Registrars  and  Assistant  Registrars  as  it  considers  necessary,  for  the  registration  of  limited 
liability partnerships and discharge of various functions under this Act. 

(3) The powers and duties of the Registrars referred to in sub-section (2) and the terms and conditions 

of their service shall be such as may be prescribed. 

(4) The Central Government may direct the Registrar to prepare a seal or seals for the authentication 

of documents required for, or connected with the registration of limited liability partnerships.] 

2[69. Payment of additional fee.—Any document or return required to be  registered or filed under 
this Act with Registrar, if, is not registered or filed in time provided therein, may be registered or filed 
after that time, on payment of such additional fee as may be prescribed in addition to any fee as is payable 
for filing of such document or return: 

Provided that such document or return shall be filed after the due date of filing, without prejudice to 

any other action or liability under this Act: 

1. Ins. by Act 31 of 2021, s. 20  (w.e.f. 1-4-2022).  
2. Subs. by s. 21, ibid., for section 69 (w.e.f. 1-4-2022). 

27 

 
                                                           
Provided further that a different fee or additional fee may be prescribed for different classes of limited 
liability  partnerships  or  for  different  documents  or  returns  required  to  be  filed  under  this  Act  or  rules 
made thereunder.] 

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.  

1[(2) Any person aggrieved by an order of Tribunal may prefer an appeal to the Appellate Tribunal: 

Provided that no appeal shall lie to the Appellate Tribunal from an order made by the Tribunal with 

the consent of parties. 

(3) Every appeal preferred under sub-section (2) shall be filed within a period of sixty days from the 
date on which the copy of the order of the Tribunal is made available to the person aggrieved and shall be 
in such form, and accompanied by such fees, as may be prescribed: 

Provided  that  the  Appellate  Tribunal  may  entertain  an  appeal  after the  expiry  of  the  said  period  of 
sixty days, but within a further period of not exceeding sixty days, if it is satisfied that the appellant was 
prevented by sufficient cause from filing the appeal within the period so specified. 

(4) On the receipt of an appeal under sub-section (2), the Appellate Tribunal shall, after giving the 
parties to the appeal an opportunity of being heard, pass such orders thereon as it thinks fit, confirming, 
modifying or setting aside the order appealed against. 

(5) The Appellate Tribunal shall send a copy of every order made by it to the Tribunal and the parties 

to the appeal.] 

73.[Penalty  on  non-compliance  of  any  order  passed  by  Tribunal.]  Omitted  by  the  Limited  Liability 

Partnership (Amendment) Act, 2021 (31 of 2021), s. 23  (w.e.f. 1-4-2022). 

2[74. General penalties.— If a limited liability partnership or any partner or any designated partner 
or  any  other  person  contravenes  any  of the  provisions  of  this  Act or the  rules made  thereunder,  or  any 
condition,  limitation  or  restriction  subject  to  which  any  approval,  sanction,  consent,  confirmation, 
recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for 
which no penalty or punishment is provided elsewhere in this Act, the limited liability partnership or any 
partner or any designated partner or any other person, who is in the default, shall be liable to a penalty of 
five  thousand  rupees  and  in  case  of  a  continuing  contravention  with  a  further  penalty  of  one  hundred 
rupees for each day after the first during which such contravention continues, subject to a maximum of 
one lakh rupees.] 

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— 

 1. Subs. by Act 31 of 2021, s. 22, for sub-section (2)  (w.e.f. 1-4-2022). 
 2. Subs. by s. 24, ibid., for section 74 (w.e.f. 1-4-2022). 

28 

 
                                                           
(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  

(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. 

1[76A. Adjudication of penalties.— (1) For the purposes of adjudging penalties under this Act, the 
Central Government may, by an order published in the Official Gazette, appoint as many officers of the 
Central Government, not below the rank of Registrar, as adjudicating officers in such manner as may be 
prescribed. 

(2) The Central Government shall, while appointing adjudicating officers, specify their jurisdiction in 

the order under sub-section (1). 

(3) The adjudicating officer may, by an order-- 

(a) impose the penalty on the limited liability partnership or its partners or designated partners or 
any other person, as the case may be, stating therein any non-compliance or default under the relevant 
provisions of this Act: 

Provided that in case default relates to non-compliance of sub-section (3) of section 34 or sub-
section (1) of section 35 and such default has been rectified either prior to or within thirty days of the 
issue  of  the  notice  by  the  adjudicating  officer,  no  penalty  shall  be  imposed  in  this  regard  and 
proceedings under this section in respect of such default shall be deemed to be concluded: 

Provided  further  that  notwithstanding  anything  contained  in  this  Act,  if  penalty  is  payable  for 
non-compliance of any of the provisions of this Act by a small limited liability partnership or a start-
up limited liability partnership or by its partner or designated partner or any other person in respect of 
such limited liability  partnership, then such limited  liability  partnership  or its  partner or  designated 
partner  or  any  other  person,  shall  be  liable  to  a  penalty  which  shall  be  one-half  of  the  penalty 
specified in such provisions subject to a maximum of one lakh rupees for limited liability partnership 
and fifty thousand rupees for every partner or designated partner or any other person, as the case may 
be. 

Explanation.--For  the  purposes  of  this  proviso,  the  expression  “start-up  limited  liability 
partnership” means a limited liability partnership incorporated under this Act and recognised as such 
in accordance with the notifications issued by the Central Government from time to time. 

(b) direct such limited liability partnership or its partner or designated partner or any other person, 
as  the  case  may  be,  to  rectify  the  default,  wherever  he  considers  fit  for  reasons  to  be  recorded  in 
writing. 

(4) The adjudicating officer shall, before imposing any penalty, give an opportunity of being heard to 
such limited liability partnership or its partner or designated partner or any other person, who is in default. 

(5)  Any  person  aggrieved  by  an  order  made  by  the  adjudicating  officer  under  sub-section  (3)  may 

prefer an appeal to the Regional Director having jurisdiction in the matter. 

(6) Every appeal made under sub-section (5) shall be filed within a period of sixty days from the date 
on which the copy of the order made by the adjudicating officer is received by the aggrieved person and 
shall be in such form, manner and accompanied by such fees as may be prescribed: 

Provided that the Regional Director may, for the reasons to be recorded in writing, extend the period 

of filing an appeal, under this sub-section, by not more than thirty days. 

(7) The Regional Director may, after giving an opportunity of being heard to the parties to the appeal, 

pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against. 

1. Ins by Act 31 of 2021, s. 25 (w.e.f. 1-4-2022). 

29 

 
                                                           
(8) Where a limited liability partnership fails to comply with the order made under sub-section (3) or 
sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of 
the  order,  such  limited  liability  partnership  shall  be  punishable  with  fine  which  shall  not  be  less  than 
twenty-five thousand rupees, but may extend to five lakh rupees. 

(9) Where a partner or designated partner of a limited liability partnership or any other person who is 
in default fails to comply with an order made under sub-section (3) or sub-section (7), as the case may be, 
within a period of ninety days from the date of receipt of the copy of the order, such partner or designated 
partner  or  any  other  person  shall  be  punishable  with  imprisonment  which  may  extend to six  months  or 
with fine which shall not be less than twenty-five thousand rupees but may extend to one lakh rupees, or 
with both.] 

1[77. Jurisdiction of Court.— Subject to the provisions contained in section 67A and section 67B, 

on and from the date of establishment or designation of Special Courts under this Act,-- 

(i)  the  Special  Court  referred  to  in  clause  (a)  of  sub-section  (2)  of  section  67A  shall  have 

jurisdiction and power to impose punishment under section 30 of the Act; and 

(ii) the criminal cases against the limited liability partnership or its partners or designated partners 
or any other person in default filed under this Act and pending before the court of Judicial Magistrate 
of the first class or Metropolitan Magistrate, as the case may be, shall be transferred to the Special 
Court referred to in clause (b) of sub-section (2) of section 67A. 

77A. Cognizance of offences.— No court, other than the Special Courts referred to in section 67A, 
shall take  cognizance  of  any  offence  punishable  under this  Act  or  the rules  made  thereunder  save  on a 
complaint  in  writing  made  by  the  Registrar  or  by  any  officer  not  below  the  rank  of  Registrar  duly 
authorised by the Central Government for this purpose.] 

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:—  

2[(a)  the  contribution  of  such  higher  amount  under  sub-clauses  (i)  and  (ii)  of  clause  (ta)  of                    

section 2; 

(aa) the terms  and  conditions  to be  fulfilled  by  class  or  classes  of  limited liability  partnerships 

under long line to clause (ta) of section 2; 

(ab) the form and manner of prior consent to be given by designated partner under sub-section (3) 

of section 7;] 

1.Subs. by Act 31of 2021, s. 26, for section 77 (w.e.f. 1-4-2022). 
2. Subs. by s. 27, ibid., for clause (a) (w.e.f. 1-4-2022). 

30 

 
                                                           
 (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; 

1[(ka) the manner of allotting a new name to the limited liability partnership under sub-section (3) 

of section 17;] 

(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; 

1[(ta) the standards of accounting and auditing under section 34A;] 

(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; 

 1. Ins. by Act 31 of 2021, s. 27 (w.e.f. 1-4-2022) 
.   

31 

 
                                                           
(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; 

1[(zfa) the powers and duties to be discharged by the Registrars and the terms and conditions of 

their service under sub-section (3) of section 68A; 

(zfb) the payment of additional fee for filing of document or return and the payment of different 

fee or additional fee under section 69; 

(zfc) the form and fee for filing of appeal under sub-section (3) of section 72;] 

(zg) the manner for striking off the names of limited liability partnerships from the register under 

section 75; 

1[(zga) the manner of appointing adjudicating officers for adjudging penalty under sub-section (1) 

of section 76A; 

(zgb)  the  form,  manner  and  fee for  filing  an  appeal against the order  made  by  the  adjudicating 

officer under sub-section (6) of section 76A;] 

(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; 

(zl) the form and manner of the statement and amount of fee payable under sub-paragraph (a) of 

paragraph 4 of the Fourth Schedule; 2*** 

(zm) the form and manner of particulars about conversion under the proviso to paragraph 5 of the 

Fourth Schedule.  

1[(zn) any other matter which is to be, or may be, prescribed, or in respect of which provision is to 

be made by rules.] 

(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 

1. Ins. by Act 31 of 2021, s. 27. (w.e.f. 1-4-2022) 
2. The word “and” omitted by s. 27, ibid., (w.e.f 1-4-2022). 

32 

 
                                                           
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. 

1[(1A) Notwithstanding anything contained in sub-section (1), if any difficulty arises in giving effect 
to the provisions of this Act as amended by the Limited Liability Partnership (Amendment) Act, 2021, 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 three years 

from the date of commencement of the Limited Liability Partnership (Amendment) Act, 2021.] 

(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.]  Omitted  by  the  Limited  Liability  Partnership  (Amendment)  Act,  2021  (31  of 

2021), s. 29  (w.e.f. 1-4-2022)]. 

1. Ins. by Act 31 of 2021, s. 28(w.e.f. 1-4-2022).  

33 

 
 
 
                                                           
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). 

34 

 
 
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 

35 

 
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. 

36 

 
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. 

37 

 
 
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 1[the Companies Act, 2013(18 of 2013)]; 

(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  1[the 
Companies  Act,  2013  (18  of  2013)]  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. 

1. Subs. by Act 31 of 2021, s. 2 for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 

38 

 
 
                                                           
 
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. 

39 

 
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. 

40 

 
 
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  1[the 
Companies  Act,  2013  (18  of  2013)]  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: 

1. Subs. by Act 31 of 2021, s. 2 for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022). 

41 

 
                                                           
 
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 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 

42 

 
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. 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. 

______________ 

43 

 
 
