The Limited Liability Partnership Act, 2008

LLP Actcentral

An Act To Make Provisions For The Formation And Regulation Of Limited Liability Partnerships And For Matters Connected Therewith Or Incidental Thereto.

Act Number

06

Enactment

2009-01-07

Ministry

Ministry Of Corporate Affairs

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PRELIMINARY

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

NATURE OF LIMITED LIABILITY PARTNERSHIP

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

INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO

Section 11Incorporation document.Section 12Incorporation by registration.Section 13Registered office of limited liability partnership and change therein.Section 14Effect of registration.Section 15Name.Section 16Reservation of name.Section 17Rectification of name of limited liability partnership.Section 18Omitted.Section 19Change of registered name.Section 20Penalty for improper use of words "limited liability partnership" or "LLP".Section 21Publication of name and limited liability.

PARTNERS AND THEIR RELATIONS

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

EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS

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

CONTRIBUTIONS

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

FINANCIAL DISCLOSURES

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

ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS

Section 42Partner's transferable interest.

INVESTIGATION

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

CONVERSION INTO LIMITED LIABILITY PARTNERSHIP

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

FOREIGN LIMITED LIABILITY PARTNERSHIPS

Section 59Foreign limited liability partnerships.

COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS

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

WINDING UP AND DISSOLUTION

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

MISCELLANEOUS

Section 66Business transactions of partner with limited liability partnership.Section 67Application of the provisions of the Companies Act.Section 68Electronic filing of documents.Section 69Payment of additional fee.Section 70Enhanced punishment.Section 71Application of other laws not barred.Section 72Jurisdiction of Tribunal and Appellate Tribunal.Section 73Omitted.Section 74General penalties.Section 75Power of Registrar to strike defunct limited liability partnership off register.Section 76Offences to limited liability partnerships.Section 77Jurisdiction of Courts.Section 78Power to alter Schedules.Section 79Power to make rules.Section 80Power to remove difficulties.Section 81Omitted.