The Limited Liability Partnership Act, 2008
Administered Ministry: Ministry of Corporate Affairs
Section
Section 1 Short title, extent and commencement. 2 docs
(1) This Act may be called the Limited Liability Partnership Act, 2008.
(2) It extends to the whole of India.
(3) It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint:
Provided that different dates may be appointed for different provisions of this Act and any reference in any such provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision.
(2) It extends to the whole of India.
(3) It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint:
Provided that different dates may be appointed for different provisions of this Act and any reference in any such provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision.
1 . 31st March, 2009, vide notification No. S.O. 891 (E), dated 31st March, 2009, see Gazette of India, Extraordinary, Part II, Sec. 3(ii).
Section 2 Definitions. 1 docs
(1) In this Act, unless the context otherwise requires,--
(a) "address", in relation to a partner of a limited liability partnership, means--
(i) if an individual, his usual residential address; and
(ii) if a body corporate, the address of its registered office;
(b) "advocate" means an advocate as defined in clause (a) of sub-section (1) of section 2 of the Advocates Act, 1961 (25 of 1961);
(c) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under 1[section 410] of 2[the Companies Act, 2013 (18 of 2013)];;
(d) "body corporate" means a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] and includes--
(i) a limited liability partnership registered under this Act;
(ii) a limited liability partnership incorporated outside India; and
(iii) a company incorporated outside India,
but does not include--
(i) a corporation sole;
(ii) a co-operative society registered under any law for the time being in force; and
(iii) any other body corporate (not being a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] or a limited liability partnership as defined in this Act), which the Central Government may, by notification in the Official Gazette, specify in this behalf;;
(e) "business" includes every trade, profession, service 5 4[and occupation except any activity which the Central Government may, by notification, exclude];
(f) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(g) company secretary means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(h) "cost accountant" means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(i) "Court", with respect to any offence under this Act, means the Court having jurisdiction as per the provisions of section 77;
(j) "designated partner" means any partner designated as such pursuant to section 7;
(k) ''entity" means any body corporate and includes, for the purposes of sections 18, 46, 47, 48, 49, 50, 52 and 53, a firm setup under the Indian Partnership Act, 1932 (9 of 1932);
(l) "financial year", in relation to a limited liability partnership, means the period from the 1st day of April of a year to the 31st day of March of the following year:
Provided that in the case of a limited liability partnership incorporated after the 30th day of September of a year, the financial year may end on the 31st day of March of the year next following that year;
(m) "foreign limited liability partnership" means a limited liability partnership formed, incorporated or registered outside India which establishes a place of business within India;
(n) "limited liability partnership" means a partnership formed and registered under this Act;
(o) "limited liability partnership" agreement means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership;
(p) "name", in relation to a partner of a limited liability partnership, means--
(i) if an individual, his forename, middle name and surname; and
(ii) if a body corporate, its registered name;
(q) "partner", in relation to a limited liability partnership, means any person who becomes a partner in the limited liability partnership in accordance with the limited liability partnership agreement;
(r) "prescribed" means prescribed by rules made under this Act;
5[(ra) "Regional Director" means a person appointed as such by Central Government for the purpose of this Act or the Companies Act, 2013 (18 of 2013), as the case may be.]
6[(s) "Registrar" means a person appointed by the Central Government as Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purpose of this Act or the Companies Act, 2013 (18 of 2013)];
(t) "Schedule'' means a Schedule to this Act;
5[(ta) "small limited liability" partnership means a limited liability partnership--
(i) the contribution of which, does not exceed twenty-five lakh rupees or such higher amount, not exceeding five crore rupees, as may be prescribed; and
(ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediately preceding financial year, does not exceed forty lakh rupees or such higher amount, not exceeding fifty crore rupees, as may be prescribed; or
(iii) which meets such other requirements as may be prescribed,
and fulfils such terms and conditions as may be prescribed;]
(u) "Tribunal "means the National Company Law Tribunal constituted under 6[section 408] of 2[the Companies Act, 2013 (18 of 2013)].
(2) Words and expressions used and not defined in this Act but defined in 2[the Companies Act, 2013 (18 of 2013)] shall have the meanings respectively assigned to them in that Act.
(a) "address", in relation to a partner of a limited liability partnership, means--
(i) if an individual, his usual residential address; and
(ii) if a body corporate, the address of its registered office;
(b) "advocate" means an advocate as defined in clause (a) of sub-section (1) of section 2 of the Advocates Act, 1961 (25 of 1961);
(c) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under 1[section 410] of 2[the Companies Act, 2013 (18 of 2013)];;
(d) "body corporate" means a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] and includes--
(i) a limited liability partnership registered under this Act;
(ii) a limited liability partnership incorporated outside India; and
(iii) a company incorporated outside India,
but does not include--
(i) a corporation sole;
(ii) a co-operative society registered under any law for the time being in force; and
(iii) any other body corporate (not being a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] or a limited liability partnership as defined in this Act), which the Central Government may, by notification in the Official Gazette, specify in this behalf;;
(e) "business" includes every trade, profession, service 5 4[and occupation except any activity which the Central Government may, by notification, exclude];
(f) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(g) company secretary means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(h) "cost accountant" means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;
(i) "Court", with respect to any offence under this Act, means the Court having jurisdiction as per the provisions of section 77;
(j) "designated partner" means any partner designated as such pursuant to section 7;
(k) ''entity" means any body corporate and includes, for the purposes of sections 18, 46, 47, 48, 49, 50, 52 and 53, a firm setup under the Indian Partnership Act, 1932 (9 of 1932);
(l) "financial year", in relation to a limited liability partnership, means the period from the 1st day of April of a year to the 31st day of March of the following year:
Provided that in the case of a limited liability partnership incorporated after the 30th day of September of a year, the financial year may end on the 31st day of March of the year next following that year;
(m) "foreign limited liability partnership" means a limited liability partnership formed, incorporated or registered outside India which establishes a place of business within India;
(n) "limited liability partnership" means a partnership formed and registered under this Act;
(o) "limited liability partnership" agreement means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership;
(p) "name", in relation to a partner of a limited liability partnership, means--
(i) if an individual, his forename, middle name and surname; and
(ii) if a body corporate, its registered name;
(q) "partner", in relation to a limited liability partnership, means any person who becomes a partner in the limited liability partnership in accordance with the limited liability partnership agreement;
(r) "prescribed" means prescribed by rules made under this Act;
5[(ra) "Regional Director" means a person appointed as such by Central Government for the purpose of this Act or the Companies Act, 2013 (18 of 2013), as the case may be.]
6[(s) "Registrar" means a person appointed by the Central Government as Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purpose of this Act or the Companies Act, 2013 (18 of 2013)];
(t) "Schedule'' means a Schedule to this Act;
5[(ta) "small limited liability" partnership means a limited liability partnership--
(i) the contribution of which, does not exceed twenty-five lakh rupees or such higher amount, not exceeding five crore rupees, as may be prescribed; and
(ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediately preceding financial year, does not exceed forty lakh rupees or such higher amount, not exceeding fifty crore rupees, as may be prescribed; or
(iii) which meets such other requirements as may be prescribed,
and fulfils such terms and conditions as may be prescribed;]
(u) "Tribunal "means the National Company Law Tribunal constituted under 6[section 408] of 2[the Companies Act, 2013 (18 of 2013)].
(2) Words and expressions used and not defined in this Act but defined in 2[the Companies Act, 2013 (18 of 2013)] shall have the meanings respectively assigned to them in that Act.
1. Subs. by Act 31 of 2021, s. 3, for "sub-section (1) of section 10FR" (w.e.f. 1-4-2022).
2. Subs. by s. 2, ibid., for "the Companies Act, 1956 (1 of 1956)" (w.e.f. 1-4-2022).
3. Subs. by s. 3, ibid., for "section 3" (w.e.f. 1-4-2022).
4. Subs. by s. 4, ibid., for "and occupation" (w.e.f. 1-4-2022)
5. Ins. by Act 31 of 2021, s. 3, for clause (s) (w.e.f. 1-4-2022).
6. Subs. by s. 3, for clause (s) (w.e.f. 1-4-2022).
7. Subs. by Act 31 of 2021, s. 3 "sub-section (1) of section 10FB" (w.e.f. 1-4-2022).
2. Subs. by s. 2, ibid., for "the Companies Act, 1956 (1 of 1956)" (w.e.f. 1-4-2022).
3. Subs. by s. 3, ibid., for "section 3" (w.e.f. 1-4-2022).
4. Subs. by s. 4, ibid., for "and occupation" (w.e.f. 1-4-2022)
5. Ins. by Act 31 of 2021, s. 3, for clause (s) (w.e.f. 1-4-2022).
6. Subs. by s. 3, for clause (s) (w.e.f. 1-4-2022).
7. Subs. by Act 31 of 2021, s. 3 "sub-section (1) of section 10FB" (w.e.f. 1-4-2022).
Section 3 Limited liability partnership to be body corporate.
(1) A limited liability partnership is a body corporate formed and incorporated under this Act and is a legal entity separate from that of its partners.
(2) A limited liability partnership shall have perpetual succession.
(3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
(2) A limited liability partnership shall have perpetual succession.
(3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
Section 4 Non-applicability of the Indian Partnership Act, 1932.
Save as otherwise provided, the provisions of the Indian Partnership Act, 1932 (9 of 1932) shall not apply to a limited liability partnership.
Section 5 Partners.
Any individual or body corporate may be a partner in a limited liability partnership:
Provided that an individual shall not be capable of becoming a partner of a limited liability partnership, if--
(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolvent and his application is pending.
Provided that an individual shall not be capable of becoming a partner of a limited liability partnership, if--
(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolvent and his application is pending.
Section 6 Minimum number of partners.
(1) Every limited liability partnership shall have at least two partners.
(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.
(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.
Section 7 Designated partners.
(1) Every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be a resident in India:
Provided that in case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners.
Explanation.--For the purposes of this section, the term resident in India means a person who has stayed in India for a period of not less than one hundred and 1[twenty days during the financial year].
(2) Subject to the provisions of sub-section (1),--
(i) if the incorporation document--
(a) specifies who are to be designated partners, such persons shall be designated partners on incorporation; or
(b) states that each of the partners from time to time of limited liability partnership is to be designated partner, every such partner shall be a designated partner;
(ii) any partner may become a designated partner by and in accordance with the limited liability partnership agreement and a partner may cease to be a designated partner in accordance with limited liability partnership agreement.
(3) An individual shall not become a designated partner in any limited liability partnership unless he has given his prior consent to act as such to the limited liability partnership in such form and manner as may be prescribed.
(4) Every limited liability partnership shall file with the registrar the particulars of every individual who has given his consent to act as designated partner in such form and manner as may be prescribed within thirty days of his appointment.
(5) An individual eligible to be a designated partner shall satisfy such conditions and requirements as may be prescribed.
(6) Every designated partner of a limited liability partnership shall obtain a Designated Partner Identification Number (DPIN) from the Central Government and the provisions of 2[sections 153 to 159] (both inclusive) of 3[the Companies Act, 2013 (18 of 2013)] shall apply mutatis mutandis for the said purpose.
Provided that in case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners.
Explanation.--For the purposes of this section, the term resident in India means a person who has stayed in India for a period of not less than one hundred and 1[twenty days during the financial year].
(2) Subject to the provisions of sub-section (1),--
(i) if the incorporation document--
(a) specifies who are to be designated partners, such persons shall be designated partners on incorporation; or
(b) states that each of the partners from time to time of limited liability partnership is to be designated partner, every such partner shall be a designated partner;
(ii) any partner may become a designated partner by and in accordance with the limited liability partnership agreement and a partner may cease to be a designated partner in accordance with limited liability partnership agreement.
(3) An individual shall not become a designated partner in any limited liability partnership unless he has given his prior consent to act as such to the limited liability partnership in such form and manner as may be prescribed.
(4) Every limited liability partnership shall file with the registrar the particulars of every individual who has given his consent to act as designated partner in such form and manner as may be prescribed within thirty days of his appointment.
(5) An individual eligible to be a designated partner shall satisfy such conditions and requirements as may be prescribed.
(6) Every designated partner of a limited liability partnership shall obtain a Designated Partner Identification Number (DPIN) from the Central Government and the provisions of 2[sections 153 to 159] (both inclusive) of 3[the Companies Act, 2013 (18 of 2013)] shall apply mutatis mutandis for the said purpose.
1. Subs. by Act 31 of 2021, s. 4, for “eighty-two days during the immediately preceding one year” (w.e.f. 1-4-2022).
2. Subs. by s. 4, ibid., for “sections 266A to 266G” (w.e.f. 1-4-2022).
3. Subs. by s. 2, ibid., for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022).
2. Subs. by s. 4, ibid., for “sections 266A to 266G” (w.e.f. 1-4-2022).
3. Subs. by s. 2, ibid., for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022).
Section 8 Liabilities of designated partners.
Unless expressly provided otherwise in this Act, a designated partner shall be--
(a) responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of this Act and as may be specified in the limited liability partnership agreement; and
(b) liable to all penalties imposed on the limited liability partnership for any contravention of those provisions.
(a) responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of this Act and as may be specified in the limited liability partnership agreement; and
(b) liable to all penalties imposed on the limited liability partnership for any contravention of those provisions.
Section 9 Changes in designated partners.
A limited liability partnership may appoint a designated partner within thirty days of a vacancy arising for any reason and provisions of sub-section (4) and sub-section (5) of section 7 shall apply in respect of such new designated partner:
Provided that 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.
Provided that 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.
Section 10 Punishment for contravention of sections 7 and 9.
(1) If the limited liability partnership contravenes the provisions of sub-section (1) of section 7, the limited liability partnership and its every partner shall be 1[liable to a penalty of ten thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every partner of such limited liability partnership].
2[(2) If the limited liability partnership contravenes the provision of sub-section (4) of section 7, such limited liability partnership and its every designated partner shall be liable to a penalty of five thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and twenty-five thousand rupees for its every designated partner.
(3) If the limited liability partnership contravenes the provisions of sub-section (5) of section 7 or section 9, such limited liability partnership and its every partner shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for its every partner.]
2[(2) If the limited liability partnership contravenes the provision of sub-section (4) of section 7, such limited liability partnership and its every designated partner shall be liable to a penalty of five thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and twenty-five thousand rupees for its every designated partner.
(3) If the limited liability partnership contravenes the provisions of sub-section (5) of section 7 or section 9, such limited liability partnership and its every partner shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for its every partner.]
1. Subs. by s. 5, ibid., for punishable with fine which shall not be less than ten thousand rupees, but which may extend to five lakh rupees (w.e.f. 1-4-2022).
2. Subs. by Act 31of 2021, s. 5, for sub-section (2) (w.e.f. 1-4-2022).
2. Subs. by Act 31of 2021, s. 5, for sub-section (2) (w.e.f. 1-4-2022).
Section 11 Incorporation document.
(1) For a limited liability partnership to be incorporated,--
(a) two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document;
(b) the incorporation document shall be filed in such manner and with such fees, as may be prescribed with the Registrar of the State in which the registered office of the limited liability partnership is to be situated; and
(c) there shall be filed along with the incorporation document, a statement in the prescribed form, made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the limited liability partnership and by any one who subscribed his name to the incorporation document, that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto.
(2) The incorporation document shall--
(a) be in a form as may be prescribed;
(b) state the name of the limited liability partnership;
(c) state the proposed business of the limited liability partnership;
(d) state the address of the registered office of the limited liability partnership;
(e) state the name and address of each of the persons who are to be partners of the limited liability partnership on incorporation;
(f) state the name and address of the persons who are to be designated partners of the limited liability partnership on incorporation;
(g) contain such other information concerning the proposed limited liability partnership as may be prescribed.
(3) If a person makes a statement under clause (c) of sub-section (1) which he--
(a) knows to be false; or
(b) does not believe to be true,
shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees.
(a) two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document;
(b) the incorporation document shall be filed in such manner and with such fees, as may be prescribed with the Registrar of the State in which the registered office of the limited liability partnership is to be situated; and
(c) there shall be filed along with the incorporation document, a statement in the prescribed form, made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the limited liability partnership and by any one who subscribed his name to the incorporation document, that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto.
(2) The incorporation document shall--
(a) be in a form as may be prescribed;
(b) state the name of the limited liability partnership;
(c) state the proposed business of the limited liability partnership;
(d) state the address of the registered office of the limited liability partnership;
(e) state the name and address of each of the persons who are to be partners of the limited liability partnership on incorporation;
(f) state the name and address of the persons who are to be designated partners of the limited liability partnership on incorporation;
(g) contain such other information concerning the proposed limited liability partnership as may be prescribed.
(3) If a person makes a statement under clause (c) of sub-section (1) which he--
(a) knows to be false; or
(b) does not believe to be true,
shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees.
Section 12 Incorporation by registration.
(1) When the requirements imposed by clauses (b) and (c) of sub-section (1) of section 11 have been complied with, the Registrar shall retain the incorporation document and, unless the requirement imposed by clause (a) of that sub-section has not been complied with, he shall, within a period of fourteen days--
(a) register the incorporation document; and
(b) give a certificate that the limited liability partnership is incorporated by the name specified therein.
(2) The Registrar may accept the statement delivered under clause (c) of sub-section (1) of section 11 as sufficient evidence that the requirement imposed by clause (a) of that sub-section has been complied with.
(3) The certificate issued under clause (b) of sub-section (1) shall be signed by the Registrar and authenticated by his official seal.
(4) The certificate shall be conclusive evidence that the limited liability partnership is incorporated by the name specified therein.
(a) register the incorporation document; and
(b) give a certificate that the limited liability partnership is incorporated by the name specified therein.
(2) The Registrar may accept the statement delivered under clause (c) of sub-section (1) of section 11 as sufficient evidence that the requirement imposed by clause (a) of that sub-section has been complied with.
(3) The certificate issued under clause (b) of sub-section (1) shall be signed by the Registrar and authenticated by his official seal.
(4) The certificate shall be conclusive evidence that the limited liability partnership is incorporated by the name specified therein.
Section 13 Registered office of limited liability partnership and change therein.
(1) Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received.
(2) A document may be served on a limited liability partnership or a partner or designated partner thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as may be prescribed, at the registered office and any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed.
(3) A limited liability partnership may change the place of its registered office and file the notice of such change with the Registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.
1[(4) If any default is made in complying with the requirements of this section, the limited liability partnership and its every partner shall be liable to a penalty of five hundred rupees for each day during which the default continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and its every partner.]
(2) A document may be served on a limited liability partnership or a partner or designated partner thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as may be prescribed, at the registered office and any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed.
(3) A limited liability partnership may change the place of its registered office and file the notice of such change with the Registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.
1[(4) If any default is made in complying with the requirements of this section, the limited liability partnership and its every partner shall be liable to a penalty of five hundred rupees for each day during which the default continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and its every partner.]
1. Subs. by Act 31 of 2021, s. 6, for sub-section (4) (w.e.f. 1-4-2022).
Section 14 Effect of registration.
On registration, a limited liability partnership shall, by its name, be capable of--
(a) suing and being sued;
(b) acquiring, owning, holding and developing or disposing of property, whether movable or immovable, tangible or intangible;
(c) having a common seal, if it decides to have one; and
(d) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
(a) suing and being sued;
(b) acquiring, owning, holding and developing or disposing of property, whether movable or immovable, tangible or intangible;
(c) having a common seal, if it decides to have one; and
(d) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
Section 15 Name.
(1) Every limited liability partnership shall have either the words limited liability partnership or the acronym LLP as the last words of its name.
(2) No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is--
(a) undesirable; or
1[(b) identical or too nearly resembles to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999 (47 of 1999).] .
(2) No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is--
(a) undesirable; or
1[(b) identical or too nearly resembles to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999 (47 of 1999).] .
1. Subs. by s. 7, ibid., for clause (b) (w.e.f. 1-4-2022).
Section 16 Reservation of name.
(1) A person may apply in such form and manner and accompanied by such fee as may be prescribed to the Registrar for the reservation of a name set out in the application as--
(a) the name of a proposed limited liability partnership; or
(b) the name to which a limited liability partnership proposes to change its name.
(2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the Registrar may, if he is satisfied, subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.
(a) the name of a proposed limited liability partnership; or
(b) the name to which a limited liability partnership proposes to change its name.
(2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the Registrar may, if he is satisfied, subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.
Section 17 Rectification of name of limited liability partnership.
1[(1) Notwithstanding anything contained in sections 15 and 16, if through inadvertence or otherwise, a limited liability partnership, on its first registration or on its registration by a new name, is registered by a name which is identical with or too nearly resembles to--
(a) that of any other limited liability partnership or a company; or
(b) a registered trade mark of a proprietor under the Trade Marks Act, 1999 (47 of 1999),
as is likely to be mistaken for it, then on an application of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction:
Provided that an application of the proprietor of the registered trade marks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act.
(2) Where a limited liability partnership changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement.
(3) If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter:
Provided that nothing contained in this sub-section shall prevent a limited liability partnership from subsequently changing its name in accordance with the provisions of section 16.]
(a) that of any other limited liability partnership or a company; or
(b) a registered trade mark of a proprietor under the Trade Marks Act, 1999 (47 of 1999),
as is likely to be mistaken for it, then on an application of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction:
Provided that an application of the proprietor of the registered trade marks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act.
(2) Where a limited liability partnership changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement.
(3) If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter:
Provided that nothing contained in this sub-section shall prevent a limited liability partnership from subsequently changing its name in accordance with the provisions of section 16.]
1. Subs. by Act 31 of 2021, s. 8, for section 17 (w.e.f. 1-4-2022).
Section 18 Omitted.
18. [Application for direction to change name in certain circumstances]. Omitted by the Limited liability Partnership(Amendment) Act, 2021 (31 of 2021), s. 9 (w.e.f. 1-4-2022).
Section 19 Change of registered name. 1 docs
Any limited liability partnership may change its name registered with the Registrar by filing with him a notice of such change in such form and manner and on payment of such fees as may be prescribed.
Section 20 Penalty for improper use of words "limited liability partnership" or "LLP".
If any person or persons carry on business under any name or title of which the words "Limited Liability Partnership" or "LLP" or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly incorporated as limited liability partnership, be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.