The Limited Liability Partnership Act, 2008

CourtMinistry of Corporate Affairs
Coming into Force31 Mar 2009
Enactment Date07 Jan 2009
Record Number200906
Act Number06
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THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
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ARRANGEMENT OF SECTIONS
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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, 8 and 9.
CHAPTER III
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO
11. Incorporation document.
12. Incorporation by registration.
13. Registered office of limited liability partnership and change therein.
14. Effect of registration.
15. Name.
16. Reservation of name.
17. Change of name of limited liability partnership.
18. Application for direction to change name in certain circumstances.
19. Change of registered name.
20. Penalty for improper use of words “limited liability partnership” or “LLP”.
21. Publication of name and limited liability.
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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.
CHAPTER V
EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS
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.
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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