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Limited Liability Partnership Act, 2008

No.6 of 2009 [7th January 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

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:-

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