THE LIMITED LIABILITY PARTNERSHIP ACT, 2008. ACT NO. 6 OF 2009, 7th January, 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:—
Download PDF for Limited Liability Partnership Act, 2008
| Particulars | Preamble |
| Chapter I | Preliminary |
| 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 |
| Chapter IV | Partners and Their Relations |
| 22 | Eligibility to be partners |
| 23 | Relationship of partners |
| 24 | Cessation of partnership interest |
| 25 | Registration of changes in partners |
| Chapter V | Extent and Limitation of Liability of Limited Liability Partnership and Partners |
| 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 |
| Chapter IX | Investigation |
| 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 |
| Chapter XIV | Miscellaneous |
| 66 | business transactions of partner with limited liability partnership |
| 67 | Application of the provisions of the Companies Act |
| 68 | Electronic filing of documents |
| 69 | Payment of additional fee |
| 70 | Enhanced punishment |
| 71 | Application of other laws not barred |
| 72 | Jurisdiction of Tribunal and Appellate Tribunal |
| 73 | Penalty on non-compliance of any order passed by Tribunal |
| 74 | General penalties |
| 75 | Power of Registrar to strike defunct limited liability partnership off register |
| 76 | Offences to limited liability partnerships |
| 77 | Jurisdiction of Court |
| 78 | Power to alter Schedules |
| 79 | Power to make rules |
| 80 | Power to remove difficulties |
| 81 | Transitional provisions |
| Schedule | First Schedule |
| Second Schedule | |
| Third Schedule | |
| Fourth Schedule |