Vidhi Codex

The Limited Liability Partnership Act, 2008

The Limited Liability Partnership Act, 2008

Corporate200888 sections14 chapters

The Limited Liability Partnership Act, 2008 regulates the formation, operation, and dissolution of limited liability partnerships across India. It applies to entrepreneurs, professionals, and business owners looking to establish or convert their traditional firms into this modern corporate structure. This legislation matters because it provides a hybrid business model. It combines the operational flexibility of a traditional partnership with the corporate advantage of limited liability. Therefore, partners are not personally responsible for the debts of the business or the negligence of others, shielding their personal assets while encouraging entrepreneurial growth and cooperative business ventures in a highly simplified legal environment.

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Chapter I PRELIMINARY →

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

Chapter II NATURE OF LIMITED LIABILITY PARTNERSHIP →

  1. 3Limited liability partnership to be body corporate.
  2. 4Non-applicability of the Indian Partnership Act, 1932.
  3. 5Partners.
  4. 6Minimum number of partners.
  5. 7Designated partners.
  6. 8Liabilities of designated partners.
  7. 9Changes in designated partners.
  8. 10Punishment for contravention of sections 7 and 9.

Chapter III INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO →

  1. 11Incorporation document.
  2. 12Incorporation by registration.
  3. 13Registered office of limited liability partnership and change therein.
  4. 14Effect of registration.
  5. 15Name.
  6. 16Reservation of name.
  7. 17Rectification of name of limited liability partnership.
  8. 18Omitted.
  9. 19Change of registered name.
  10. 20Penalty for improper use of words "limited liability partnership" or "LLP".
  11. 21Publication of name and limited liability.

Chapter IV PARTNERS AND THEIR RELATIONS →

  1. 22Eligibility to be partners.
  2. 23Relationship of partners.
  3. 24Cessation of partnership interest.
  4. 25Registration of changes in partners.

Chapter V EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS →

  1. 26Partner as agent.
  2. 27Extent of liability of limited liability partnership.
  3. 28Extent of liability of partner.
  4. 29Holding out.
  5. 30Unlimited liability in case of fraud.
  6. 31Whistle blowing.

Chapter VI CONTRIBUTIONS →

  1. 32Form of contribution.
  2. 33Obligation to contribute.

Chapter VII FINANCIAL DISCLOSURES →

  1. 34Maintenance of books of account, other records and audit, etc.
  2. 34AAccounting and auditing standards.
  3. 35Annual return.
  4. 36Inspection of documents kept by Registrar.
  5. 37Penalty for false statement.
  6. 38Power of Registrar to obtain information.
  7. 39Compounding of offences.
  8. 40Destruction of old records.
  9. 41Enforcement of duty to make returns, etc.

Chapter VIII ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS →

  1. 42Partner's transferable interest.

Chapter IX INVESTIGATION →

  1. 43Investigation of the affairs of limited liability partnership.
  2. 44Application by partners for investigation.
  3. 45Firm, body corporate or association not to be appointed as inspector.
  4. 46Power of inspectors to carry out investigation into affairs of related entities, etc.
  5. 47Production of documents and evidence.
  6. 48Seizure of documents by inspector.
  7. 49Inspector's report.
  8. 50Prosecution.
  9. 51Application for winding up of limited liability partnership.
  10. 52Proceedings for recovery of damages or property.
  11. 53Expenses of investigation.
  12. 54Inspector's report to be evidence.

Chapter X CONVERSION INTO LIMITED LIABILITY PARTNERSHIP →

  1. 55Conversion from firm into limited liability partnership.
  2. 56Conversion from private company into limited liability partnership.
  3. 57Conversion from unlisted public company into limited liability partnership.
  4. 58Registration and effect of conversion.

Chapter XI FOREIGN LIMITED LIABILITY PARTNERSHIPS →

  1. 59Foreign limited liability partnerships.

Chapter XII COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS →

  1. 60Compromise, or arrangement of limited liability partnerships.
  2. 61Power of Tribunal to enforce compromise or arrangement.
  3. 62Provisions for facilitating reconstruction or amalgamation of limited liability partnerships.

Chapter XIII WINDING UP AND DISSOLUTION →

  1. 63Winding up and dissolution.
  2. 64Circumstances in which limited liability partnership may be wound up by Tribunal.
  3. 65Rules for winding up and dissolution.

Chapter XIV MISCELLANEOUS →

  1. 66Business transactions of partner with limited liability partnership.
  2. 67Application of the provisions of the Companies Act.
  3. 67AEstablishment of Special Courts.
  4. 67BProcedure and powers of Special Court.
  5. 67CAppeal and revision.
  6. 68Electronic filing of documents.
  7. 68ARegistration offices.
  8. 69Payment of additional fee.
  9. 70Enhanced punishment.
  10. 71Application of other laws not barred.
  11. 72Jurisdiction of Tribunal and Appellate Tribunal.
  12. 73Omitted.
  13. 74General penalties.
  14. 75Power of Registrar to strike defunct limited liability partnership off register.
  15. 76Offences to limited liability partnerships.
  16. 76AAdjudication of penalties.
  17. 77Jurisdiction of Courts.
  18. 77ACognizance of offences.
  19. 78Power to alter Schedules.
  20. 79Power to make rules.
  21. 80Power to remove difficulties.
  22. 81Omitted.

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