The Limited Liability Partnership Act, 2008 (Act No. 6 of 2009) makes provision for the formation and regulation of limited liability partnerships (LLPs) in India — a hybrid business form combining the organisational flexibility of a partnership with the limited liability of a body corporate. It governs the nature and incorporation of LLPs, the relations between partners, the extent and limitation of liability, contributions, financial disclosures, investigation of affairs, conversion from firms and companies into LLPs, foreign LLPs, compromise and reconstruction, winding up and dissolution, and miscellaneous matters including offences, penalties and the rule-making power of the Central Government. It received assent on 7 January 2009 and extends to the whole of India. The Act has since been substantially amended by the Limited Liability Partnership (Amendment) Act, 2021, which decriminalised several offences, introduced the adjudication of penalties, and established Special Courts.
CHAPTER I — PRELIMINARY
CHAPTER II — NATURE OF LIMITED LIABILITY PARTNERSHIP
- Section 3 — Limited liability partnership to be body corporate
- Section 4 — Non-applicability of the Indian Partnership Act, 1932
- Section 5 — Partners
- Section 6 — Minimum number of partners
- Section 7 — Designated partners
- Section 8 — Liabilities of designated partners
- Section 9 — Changes in designated partners
- Section 10 — Punishment for contravention of sections 7 and 9
CHAPTER III — INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND MATTERS INCIDENTAL THERETO
- Section 11 — Incorporation document
- Section 12 — Incorporation by registration
- Section 13 — Registered office of limited liability partnership and change therein
- Section 14 — Effect of registration
- Section 15 — Name
- Section 16 — Reservation of name
- Section 17 — Rectification of name of limited liability partnership
- Section 18 — [Omitted]
- Section 19 — Change of registered name
- Section 20 — Penalty for improper use of words “limited liability partnership” or “LLP”
- Section 21 — Publication of name and limited liability
CHAPTER IV — PARTNERS AND THEIR RELATIONS
- Section 22 — Eligibility to be partners
- Section 23 — Relationship of partners
- Section 24 — Cessation of partnership interest
- Section 25 — Registration of changes in partners
CHAPTER V — EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS
- Section 26 — Partner as agent
- Section 27 — Extent of liability of limited liability partnership
- Section 28 — Extent of liability of partner
- Section 29 — Holding out
- Section 30 — Unlimited liability in case of fraud
- Section 31 — Whistle blowing
CHAPTER VI — CONTRIBUTIONS
CHAPTER VII — FINANCIAL DISCLOSURES
- Section 34 — Maintenance of books of account, other records and audit, etc.
- Section 34A — Accounting and auditing standards
- Section 35 — Annual return
- Section 36 — Inspection of documents kept by Registrar
- Section 37 — Penalty for false statement
- Section 38 — Power of Registrar to obtain information
- Section 39 — Compounding of offences
- Section 40 — Destruction of old records
- Section 41 — Enforcement of duty to make returns, etc.
CHAPTER VIII — ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS
CHAPTER IX — INVESTIGATION
- Section 43 — Investigation of the affairs of limited liability partnership
- Section 44 — Application by partners for investigation
- Section 45 — Firm, body corporate or association not to be appointed as inspector
- Section 46 — Power of inspectors to carry out investigation into affairs of related entities, etc.
- Section 47 — Production of documents and evidence
- Section 48 — Seizure of documents by inspector
- Section 49 — Inspector’s report
- Section 50 — Prosecution
- Section 51 — Application for winding up of limited liability partnership
- Section 52 — Proceedings for recovery of damages or property
- Section 53 — Expenses of investigation
- Section 54 — Inspector’s report to be evidence
CHAPTER X — CONVERSION INTO LIMITED LIABILITY PARTNERSHIP
- Section 55 — Conversion from firm into limited liability partnership
- Section 56 — Conversion from private company into limited liability partnership
- Section 57 — Conversion from unlisted public company into limited liability partnership
- Section 58 — Registration and effect of conversion
CHAPTER XI — FOREIGN LIMITED LIABILITY PARTNERSHIPS
CHAPTER XII — COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS
- Section 60 — Compromise, or arrangement of limited liability partnerships
- Section 61 — Power of Tribunal to enforce compromise or arrangement
- Section 62 — Provisions for facilitating reconstruction or amalgamation of limited liability partnerships
CHAPTER XIII — WINDING UP AND DISSOLUTION
- Section 63 — Winding up and dissolution
- Section 64 — Circumstances in which limited liability partnership may be wound up by Tribunal
- Section 65 — Rules for winding up and dissolution
CHAPTER XIV — MISCELLANEOUS
- Section 66 — Business transactions of partner with limited liability partnership
- Section 67 — Application of the provisions of the Companies Act
- Section 67A — Establishment of Special Courts
- Section 67B — Procedure and powers of Special Court
- Section 67C — Appeal and revision
- Section 68 — Electronic filing of documents
- Section 68A — Registration offices
- Section 69 — Payment of additional fee
- Section 70 — Enhanced punishment
- Section 71 — Application of other laws not barred
- Section 72 — Jurisdiction of Tribunal and Appellate Tribunal
- Section 73 — [Omitted]
- Section 74 — General penalties
- Section 75 — Power of Registrar to strike defunct limited liability partnership off register
- Section 76 — Offences to limited liability partnerships
- Section 76A — Adjudication of penalties
- Section 77 — Jurisdiction of Courts
- Section 77A — Cognizance of offences
- Section 78 — Power to alter Schedules
- Section 79 — Power to make rules
- Section 80 — Power to remove difficulties
- Section 81 — [Omitted]
SCHEDULES
- The First Schedule — Provisions Regarding Matters Relating to Mutual Rights and Duties of Partners and Limited Liability Partnership and Its Partners
- The Second Schedule — Conversion from Firm into Limited Liability Partnership
- The Third Schedule — Conversion from Private Company into Limited Liability Partnership
- The Fourth Schedule — Conversion from Unlisted Public Company into Limited Liability Partnership
Note: The Limited Liability Partnership Act, 2008 received the assent of the President on 7 January 2009 and came into force on 31 March 2009. It has since been substantially amended by the Limited Liability Partnership (Amendment) Act, 2021 (Act 31 of 2021), effective 1 April 2022, which decriminalised a large number of offences by converting them into in-rem penalties adjudicated under the newly-inserted section 76A, introduced the concept of small and start-up limited liability partnerships, and established Special Courts for the trial of remaining offences. This site’s build-out is now complete across all fourteen Chapters, covering all 76 substantive sections (Sections 18, 73 and 81 having been omitted) and all four Schedules.
