Limited Liability Partnership Act, 2008

No.6 of 2009 [7th January 2008]

Contents
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:-