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LIMITED LIABILITY PARTNERSHIP ACT, 2008

CONCEPT OF LLP
The concept of LLP is explained as below:
•It is an alternative corporate business from that gives the benefit of limited liability of a company and the flexibility of the partnership;
•It can continue its existence irrespective of changes in partners;
•It is capable of entering into contracts and holding property in its own name;
Limited Liability Partnership Act, 2008
•It is a separate Legal entity and is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in
the LLP;
•No partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from
joint liability created by another partner’s wrongful business decisions or misconduct;
•Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the
LLP as the case may be.
It is a hybrid between a company and partnership.

Limited liability partnership

Section 2(1)(n) defines the expression ‘limited liability partnership’ as a partnership formed and registered under LLP Act.

Who may be a partner in LLP?

Section 5 provides that any individual or body corporate may be a partner in a LLP. The expression ‘body corporate’ is defined under
Section 2(1)(d) of the Act as a company as defined in Section 3 of the Companies Act, 1956 and includes-
•a limited liability partnership registered under the Act;
•a limited liability partnership incorporated outside India; and
•a company incorporated outside India; but does not include-
•a corporation sole;
•a co-operative society registered under any law for the time being in force; and
•any other body corporate, not being a company, or a LLP, which the Central Government may, by notification in the Official Gazette,
specify in this behalf.
An individual shall not be capable of becoming a partner of LLP, if-
•he has been found to be of unsound mind by a Court of competent jurisdiction and the findings is in force;
•he is undischarged insolvent; or
•he has applied to be adjudicated as an insolvent and his application is pending.
Minimum number of members
Section 6(1) prescribes that every LLP shall have at least two partners.
Reduction in minimum number of members [Section 6(2)]
If at any time the number of partners of a limited liability partnership is reduced below two and the limited liability partnership carries
on business for more than six months while the number is so reduced, the person, who is the only partner of the limited liability
partnership during the time that it so carries on business after those six months and has the knowledge of the fact that it is carrying on
business with him alone, shall be liable personally for the obligations of the limited liability partnership incurred during that period.

Designated partner
Section 7(1) provides that every LLP shall have at least two designated partners. The designated partners shall be individual and at
least one of them shall be a resident of India, who has stayed in
India for a period not less 182 days during the preceding one year. In case all the partners of the LLP are bodies corporate or one or
more partners are individuals and bodies corporate then at least two individual partners or nominees of bodies corporate shall act as
designated partners.

Disqualification to become designated partner

Rule 9 prescribes that a person shall not be capable of being appointed as a designated partner of a
LLP, if he-
Limited Liability Partnership Act, 2008
•has at any time within the preceding five years been adjudged insolvent; or

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•suspends, or has at any time within the preceding five years suspended payment to his creditors and has not any time within the preceding
five years made, a composition with them; or
•has been convicted by a Court for any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than
six months; or
•has been convicted by a Court for an offence involving section 30 of the Act.

Liabilities of designated partners

Section 8 provides the liabilities of designated partners. It provides that unless expressly provided otherwise in this Act, a designated
partner shall be –
•responsible for the doing of all acts, matters and things as are required to be done by the LLP in respect of compliance of the provisions of
the Act including filing of any document, return, statement, report under this Act and as specified in the agreement;
•liable to all penalties imposed on the LLP for any contravention of those provisions.

Vacancy
Section 9 provides that a LLP may appoint a designated partner within 30 days of the vacancy arising for any reason. If no designated
partner is appointed, or if at any time there is only one designated partner, each partner shall be deemed to be a designated partner.
Incorporation of LLP
The incorporation of an LLP involves the following steps:
•Reservation of name;
•Submission of incorporation documents with Registrar;
•Registration of LLP.
Reservation of name

Section 16 of the Act provides that a person may apply in LLP Form No. 1 along with the payment of fee of `200/- to the Registrar
having jurisdiction where the registered office of the LLP is to be situate. The application shall indicate the name of the proposed LLP.
Rule 18(1) provides that the name of the LLP shall not be one prohibited under the Emblems and Names (Prevention of Improper Use)
Act, 1950. Rule 18(2) gives the list of names that are not generally reserved.

Submission of incorporation document

•State the proposed business of the LLP;
•State the address of the registered office of the LLP;
•State the name and address of each of the persons who are to be partners of the LLP on incorporation;
•State the name and address of the persons who are to be designated partners of the LLP on incorporation;
•Contain such other information as may be prescribed.

Limited Liability Partnership Act, 2008

Incorporation by registration
Section 12(1) provides that when the requirements have been complied, the Registrar shall retain the incorporation document. If the
requirements have not been complied with, he shall within a period of
14 days-
•Register the incorporation document; and
•Give a certificate that the LLP is incorporated by the name specified therein.
Registered Office
Section 13(1) provides that every LLP shall have a registered office to which all communications and notices may be addressed and
where they shall be received.

Change of registered office

Section 13(3) provides that a LLP may change the place of its registered office and file the notice of such change with the Registrar by
following the procedure as laid down in the LLP agreement. If there is no such agreement, consent of all partners shall be required for
changing the place of registered office of a LLP to another place. If the change in place is from one State to another State, the LLP
having secured creditors shall also obtain the consent of such secured creditors.
The notice for change of registered office shall be given to Registrar in Form No. 15, within 30 days of complying with the
requirements in case of change of registered office is within the same State and within 30 days of complying in the case of registered
office from one State to another State, along with the fee.

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If the change in place of registered office is from one State to another State, the LLP shall publish a general notice, not less than 21
days before filing any notice with Registrar, in a daily newspaper published in English and in the principal language of the District in
which the registered office of the LLP is situated and circulating in that district giving notice of change of registered office.
If the change is within the State from the jurisdiction of one Registrar to the jurisdiction of another Registrar or from one State to
another State the LLP shall file the notice in Form 15 with the Registrar from where the LLP proposes to shift its registered office with
a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.

Change of name
Rule 20 provides that any LLP may change its name by following the procedure as laid down in the LLP agreement. Where the LLP
agreement does not provide such procedure, the consent of all partners shall be required for changing the name of LLP. Notice of
change of name shall be given to the Registrar in Form No. 5 within 30 days of complying with the requirement along with the
required fee. The Registrar, on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of
incorporation in the new name and the change name shall be effective from the date of such certificate.
Partners and their relations
•All the partners of a LLP are entitled to share equally in the capital, profits and losses of the LLP;
•The LLP shall indemnify each partner in respect of payments made and personal liabilities incurred by him-
•in the ordinary and proper conduct of the business of the LLP; or
•in or about anything necessarily done for the preservation of the business or property of the LLP;
•Every partner shall indemnify the LLP for any loss caused to it by his fraud in the conduct of the business of the LLP;
•Every partner may take in the management of the LLP;
•No partner shall be entitled to remuneration for acting in the business or management of the LLP;
•No person may be introduced as a partner without the consent of all existing partners;
•Any matter or issue relating to the LLP shall be decided by a resolution passed by a majority in number of the partners. Each partner
shall have one vote. However no change may be made in the nature of the business of the LLP without consent of all the partners;
•Every LLP shall ensure that decisions taken by it are recorded in the minutes within 30 days of taking such decisions and are kept and
maintained at the registered office of the LLP;
•Each partner shall render true accounts and full information of all things affecting the LLP to any partner or his legal representatives;
•If a partner carries on any business of the same nature as and competing with the LLP without the consent of the LLP, he must account
for and pay over to the LLP all profits made by him in that business;
•Every partner shall account to the LLP for any benefit derived by him without the consent of the
Liability of LLP

Section 27, in Chapter V, provides the liabilities of the LLP. The LLP is liable if a partner of a LLP is liable to any person as a result of
a wrongful act or omission on his part in the course of the business of LLP or with its authority. An obligation of the LLP whether
arising in contract or otherwise, shall be solely the obligation of the LLP.
A LLP is not bound by anything done by a partner in dealing with a person if-
•the partner has no authority to act for the LLP in doing a particular act; and
•the person knows that he has no authority or does not know or believe him to be a partner of the
LLP.
Section 29(2) provides that where any credit is received by the LLP as a result of the representation of a person to be a partner of LLP,
shall also be liable to the extent of credit received by it or any financial benefit derived thereon.
The liabilities of the LLP shall be met out of the property of the LLP.
Partner as agent

Section 26 provides that every partner of a LLP is the agent of the LLP. He is not the agent of other partners.
Liability of partner

The liabilities of the partner are discussed in detail as below:

•Section 28 provides that a partner is not personally liable solely by reason of being a partner of LLP.
But he will be personally liable for his own wrongful act or omission. But he shall not be personally liable for the wrongful act or
omission of any other partner of the LLP;
•Section 29 provides that any person, who by words spoken or written or by conduct represents himself, or knowingly permits himself to be
represented to be a partner in a LLP is liable to any person, who has on the faith of any such representation given credit to the LLP,
whether the person representing himself or represented to be a partner does or does not know that the representatives has reached the
person so giving credit.
Unlimited liability

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Section 30 provides that any act with intent to defraud creditors of the LLP or any other person, the liability of LLP and partners shall
be unlimited for all or any of the debts or other liabilities of the LLP.
If such act is carried out by a partner, the LLP is liable to the same extent as the partner unless it is established by the LLP that such act
was without the knowledge or the authority of the LLP.
Punishment
Section 30(2) provides that where any business is carried on with such intent to defraud the creditors of LLP, every person who was
knowingly a party to the carrying on the business shall be punishable with imprisonment for a term which may extend to 2 years and
with fine which shall not be less than `50000/- but which may extend to `5 lakhs.
In such cases the LLP or any partner or designated partner or employee shall be liable to pay compensation to any person who has
suffered any loss or damage by reason of such conduct.
Section 31 provides for reduction of penalty awarded under Section 30(2). According to Section 31 the Court or Tribunal may reduce
or waive any penalty imposed on any partner or employee of a LLP, if it satisfied that-
•such partner or employee of a LLP has provided useful information during investigation of such LLP; or
•when any information given by any partner or employee leads to LLP or any partner or employee of such LLP being convicted under this
Act or any other Act.
No partner or employee of any LLP may discharged, demoted, suspended, threatened, harassed or in any other manner discriminated
against the terms and conditions of his LLP or employment merely because of his providing information or causing information to be
provided by him.
Audit of accounts
Rule 24(8) provides that the accounts of every LLP shall be audited. If the turnover of a LLP does not exceed, in any particular year
`40 lakhs, or whose contribution does not exceed `25 lakhs shall not be required to get its accounts audited. But if the partners of such
LLP wants to get the accounts audited the same shall be audited in accordance with the rules. If they decide not to audit, then the
Statement of Account and Solvency shall include a statement by the partners to the effect that the partners acknowledge their
responsibilities for complying with the requirements of the Act and the Rules with respect to preparation of books of account and a
certificate in the Form No.8.
Appointment of auditor
A Chartered Accountant in practice is qualified for appointment as an auditor. The auditor(s) shall be appointed for each financial year
of the LLP for auditing its accounts. The designated partners may appoint an auditor(s)-
 at any time for the first financial year but before the end of the first financial year;
 at least 30 days prior to the end of each financial year (other than the first financial year);
 to fill acasualvacancyintheofficeofauditor,includinginthecasewhentheturnoverorcontribution of LLP exceeds the limits; or
 to fill up the vacancy caused by removal of an auditor.
Annual return
Section 35 seeks that every LLP shall be required to file with the Registrar an Annual Return duly authenticated every year in Form
No. 11 along with the fees. The annual return of an LLP having turnover up to `5 crore during the corresponding financial year or
contribution up to `50 lakhs shall be accompanied with a certificate from a designated partner, other the signatory to the annual return,
to the effect that the annual return contains true and correct information. In all other cases, the annual return shall be accompanies with
a certificate from a Company Secretary in practice to the effect that he has verified the particulars from the books and records of the
LLP and found them to be true and correct.
The Central Government is given power to prescribe, by rules, the contents and manner for filing of such return. If any LLP fails to
comply with the filing of Annual Return shall be punishable with fine which shall not be less than `10000/- but which may extend to
Re.1 lakh.
Conversion of firm into LLP
Para 1(a) of the second schedule defines the term ‘firm’ as a firm as defined in Section 4 of the Indian Partnership Act, 1932. Para 1(b)
defines the term ‘convert’ in relation to a firm converting into a LLP as a transfer of the property, assets, interests, rights, privileges,
liabilities, obligations and the undertaking of the firm to LLP.
A firm may convert into a LLP on the condition that the partners of the firm shall be bound by the provisions of the second schedule
that are applicable to them. A firm may apply to convert into a LLP if and only if the partners of the LLP into which the firm is to be
converted, comprise, all the partners of the firm. Except the partners in the partnership no other person will be allowed to be a partner
in LLP after its conversion.
Limited Liability Partnership Act, 2008
A firm may apply to the Registrar by filing-
 A statement by all of its partners in Form No. 17 and accompanied by fee containing the following particulars-
 the name and registration number, if applicable, of the firm; and
 the date on which the firm was registered under the Indian Partnership Act, 1932 or under any other law, if applicable; and

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 Incorporation document and statement.

On receipt of the above said documents, the Registrar shall register the documents and issue a certificate of registration in Form No. 19
as the Registrar may determine stating that the LLP is, on and from the date specified in the certificate, registered under the Act. The
Registrar may require the documents to be verified in such manner, as he considers fit. The LLP shall within 15 days of the date of the
registration, inform the concerned Registrar of Firms with which it was registered under the provisions of Indian Partnership Act about
the conversion and the particulars of the LLP .
The Registrar may refuse registration if he is not satisfied with the particulars or other information furnished. In such cases appeal may
be filed before the Tribunal.
Conversion from private limited company into LLP
Para 1(b) of the third schedule defines the term ‘convert’ in relation to a private company converting into a LLP, as a transfer of the
property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the private company to the LLP in
accordance with the third schedule.
A company may apply to convert itself into a LLP if and only if-
•there is no security interest in its assets subsisting or in force at the time of application; and
•the partners of the LLP to which it converts comprise all the shareholders of the company and no one else.
Upon the conversion of a private company into an LLP, the company and its shareholders, the LLP and the partners of the LLP shall be
bound by the provisions of this schedule that are applicable to them.
The company has to apply with the Registrar by filing the following documents:
• A statement by all its shareholders in Form No. 18 and fees containing the following particulars-
The name and registration number of the company;
The date on which the company was incorporated; and
•Incorporation document and statement;
On the receipt of the above said documents, the Registrar shall register the documents subject to the provisions of the Act and the rules
made there under. The Registrar may require the documents to be verified as he considers fit. The Registrar shall issue a certificate of
registration in Form No. 19 as the Registrar may determine stating that the LLP is, on and from the date specified in the certificate.
The LLP shall inform the concerned Registrar of Companies within 15 days of the date of registration about the conversion and of the
particulars of LLP in Form along with the fees.
If the Registrar is not satisfied with the particulars or other information furnished the Registrar may refused to register. Against this
order appeal may be made before the Tribunal.
Conversion from unlisted public company into LLP
Para 1(b) of the fourth schedule defines the term ‘convert’ in relation to a company converting into a LLP, as a transfer of the property,
assets, interests, rights, privileges, liabilities, obligations and the undertaking of the company to the LLP in accordance with the
provisions of the schedule.
Para 1(c) defines the term ‘listed company’ as defined in SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI
under Section 11 of the SEBI Act, 1992 which defines as a company which has any of its securities offered through an offer document
listed on a recognized stock exchange and also includes Public Sector Undertakings whose securities are listed on a recognized stock
exchange.
Para 1(d) defines the term ‘unlisted company’ as a company which is not a listed company.
A company may apply to convert into a LLP if and only if-
•there is no security interest in its assets subsisting or in force at the time of application; and
•the partners of the LLP to which it converts comprise all the shareholders of the company and no one else.
A company is also to file the following documents-
•A statement by all its shareholders in Form No.18 along with fee containing the following particulars-
the name and registration number of the company;
the date of which the company was incorporated; and
•Incorporation document and statement;
On receipt of the above statements the Registrar shall register the documents, subject to the provisions of the Act and the rules made
there under. The Registrar may require the documents to be verified as he considers fit. The Registrar shall issue a certificate of
registration in Form No. 19 as the Registrar may determine stating that the LLP is, on and from the date specified in the certificate,
registered under the
Act.
The LLP shall inform the concerned Registrar of Companies within 15 days of the date of registration about the conversion and the
particulars of the LLP in Form

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The Registrar, if is he is not satisfied with the particulars or other information furnished, may refuse to register. Against this order an
appeal may be filed before the Tribunal.

DISSOLUTION

WINDING UP OF LIMITED LIABILITY PARTNERSHIP

Chapter XIII of Limited Liability Partnership Act provides for winding up and dissolution. Section 65 gives powers to the Central
Government to make rules for the provisions in relation to winding up and dissolution of LLP. The Central Government made Limited
Liability Partnership (Winding up and Dissolution) Rules, 2010. In suppression of this rules, in exercise of the powers conferred by
Section 6t read with Section 79 of the Act, the Central Government made the rules called as ‘Limited Liability Partnership (Winding up
and Dissolution) Rules, 2012 vide Notification No. GSR 550 (E), dated 10.07.2012. These Rules came into effect from 10.07.2012.
Modes of winding up
Rule 4 provides that the winding up of an LLP may be either voluntary or by the Tribunal. The Tribunal means the National Company
Law Tribunal constituted under the Companies Act.
Voluntary winding up
Part III of the Rules deals with the procedure for voluntary winding up. The LLP may be wound up voluntarily if the LLP passes a
resolution to wind up the LLP with the approval of at least three fourths of the total number of its partners. If the LLP has creditors,
whether secured or unsecured, the approval of such creditors is to be obtained for the voluntary winding up. A copy of the resolution
shall be filed with the Registrar within 30 days of passing resolution in Form No. 1.