The Limited Liability Partnership Act, 2008
Administered Ministry: Ministry of Corporate Affairs
Section
Section 76 Offences to limited liability partnerships.
Where an offence under this Act committed by a limited liability partnership is proved--
(a) to have been committed with the consent or connivance of a partner or partners or designated partner or designated partners of the limited liability partnership; or
(b) to be attributable to any neglect on the part of the partner or partners or designated partner or designated partners of that limited liability partnership,
the partner or partners or designated partner or designated partners of the limited liability partnership, as the case may be, as well as that limited liability partnership shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(a) to have been committed with the consent or connivance of a partner or partners or designated partner or designated partners of the limited liability partnership; or
(b) to be attributable to any neglect on the part of the partner or partners or designated partner or designated partners of that limited liability partnership,
the partner or partners or designated partner or designated partners of the limited liability partnership, as the case may be, as well as that limited liability partnership shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
Section 76A Adjudication of penalties.
1[(1) For the purposes of adjudging penalties under this Act, the Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers in such manner as may be prescribed.
(2) The Central Government shall, while appointing adjudicating officers, specify their jurisdiction in the order under sub-section (1).
(3) The adjudicating officer may, by an order--
(a) impose the penalty on the limited liability partnership or its partners or designated partners or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act:
Provided that in case default relates to non-compliance of sub-section (3) of section 34 or subsection (1) of section 35 and such default has been rectified either prior to or within thirty days of the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and proceedings under this section in respect of such default shall be deemed to be concluded:
Provided further that notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a small limited liability partnership or a startup limited liability partnership or by its partner or designated partner or any other person in respect of such limited liability partnership, then such limited liability partnership or its partner or designated partner or any other person, shall be liable to a penalty which shall be one-half of the penalty specified in such provisions subject to a maximum of one lakh rupees for limited liability partnership and fifty thousand rupees for every partner or designated partner or any other person, as the case may be.
Explanation.--For the purposes of this proviso, the expression “start-up limited liability partnership” means a limited liability partnership incorporated under this Act and recognised as such in accordance with the notifications issued by the Central Government from time to time.
(b) direct such limited liability partnership or its partner or designated partner or any other person, as the case may be, to rectify the default, wherever he considers fit for reasons to be recorded in writing.
(4) The adjudicating officer shall, before imposing any penalty, give an opportunity of being heard to such limited liability partnership or its partner or designated partner or any other person, who is in default.
(5) Any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.
(6) Every appeal made under sub-section (5) shall be filed within a period of sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and accompanied by such fees as may be prescribed:
Provided that the Regional Director may, for the reasons to be recorded in writing, extend the period of filing an appeal, under this sub-section, by not more than thirty days.
(7) The Regional Director may, after giving an opportunity of being heard to the parties to the appeal, pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against.
(8) Where a limited liability partnership fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such limited liability partnership shall be punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees.
(9) Where a partner or designated partner of a limited liability partnership or any other person who is in default fails to comply with an order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such partner or designated partner or any other person shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but may extend to one lakh rupees, or with both.]
(2) The Central Government shall, while appointing adjudicating officers, specify their jurisdiction in the order under sub-section (1).
(3) The adjudicating officer may, by an order--
(a) impose the penalty on the limited liability partnership or its partners or designated partners or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act:
Provided that in case default relates to non-compliance of sub-section (3) of section 34 or subsection (1) of section 35 and such default has been rectified either prior to or within thirty days of the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and proceedings under this section in respect of such default shall be deemed to be concluded:
Provided further that notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a small limited liability partnership or a startup limited liability partnership or by its partner or designated partner or any other person in respect of such limited liability partnership, then such limited liability partnership or its partner or designated partner or any other person, shall be liable to a penalty which shall be one-half of the penalty specified in such provisions subject to a maximum of one lakh rupees for limited liability partnership and fifty thousand rupees for every partner or designated partner or any other person, as the case may be.
Explanation.--For the purposes of this proviso, the expression “start-up limited liability partnership” means a limited liability partnership incorporated under this Act and recognised as such in accordance with the notifications issued by the Central Government from time to time.
(b) direct such limited liability partnership or its partner or designated partner or any other person, as the case may be, to rectify the default, wherever he considers fit for reasons to be recorded in writing.
(4) The adjudicating officer shall, before imposing any penalty, give an opportunity of being heard to such limited liability partnership or its partner or designated partner or any other person, who is in default.
(5) Any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.
(6) Every appeal made under sub-section (5) shall be filed within a period of sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and accompanied by such fees as may be prescribed:
Provided that the Regional Director may, for the reasons to be recorded in writing, extend the period of filing an appeal, under this sub-section, by not more than thirty days.
(7) The Regional Director may, after giving an opportunity of being heard to the parties to the appeal, pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against.
(8) Where a limited liability partnership fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such limited liability partnership shall be punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees.
(9) Where a partner or designated partner of a limited liability partnership or any other person who is in default fails to comply with an order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such partner or designated partner or any other person shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but may extend to one lakh rupees, or with both.]
1. Ins by Act 31 of 2021, s. 25 (w.e.f. 1-4-2022).
Section 77 Jurisdiction of Courts.
1[Subject to the provisions contained in section 67A and section 67B, on and from the date of establishment or designation of Special Courts under this Act,--
(i) the Special Court referred to in clause (a) of sub-section (2) of section 67A shall have jurisdiction and power to impose punishment under section 30 of the Act; and
(ii) the criminal cases against the limited liability partnership or its partners or designated partners or any other person in default filed under this Act and pending before the court of Judicial Magistrate of the first class or Metropolitan Magistrate, as the case may be, shall be transferred to the Special Court referred to in clause (b) of sub-section (2) of section 67A.
(i) the Special Court referred to in clause (a) of sub-section (2) of section 67A shall have jurisdiction and power to impose punishment under section 30 of the Act; and
(ii) the criminal cases against the limited liability partnership or its partners or designated partners or any other person in default filed under this Act and pending before the court of Judicial Magistrate of the first class or Metropolitan Magistrate, as the case may be, shall be transferred to the Special Court referred to in clause (b) of sub-section (2) of section 67A.
1.Subs. by Act 31of 2021, s. 26, for section 77 (w.e.f. 1-4-2022).
Section 77A Cognizance of offences.
1[No court, other than the Special Courts referred to in section 67A, shall take cognizance of any offence punishable under this Act or the rules made thereunder save on a complaint in writing made by the Registrar or by any officer not below the rank of Registrar duly authorised by the Central Government for this purpose.]
1.Subs. by Act 31of 2021, s. 26, for section 77 (w.e.f. 1-4-2022).
Section 78 Power to alter Schedules. 1 docs
(1) The Central Government may, by notification in the Official Gazette, alter any of the provisions contained in any of the Schedules to this Act.
(2) Any alteration notified under sub-section (1) shall have effect as if enacted in the Act and shall come into force on the date of the notification, unless the notification otherwise directs.
(3) Every alteration made by the Central Government under sub-section (1) shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the alteration, or both Houses agree that the alteration should not be made, the alteration shall, thereafter, have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done in pursuance of that alteration.
(2) Any alteration notified under sub-section (1) shall have effect as if enacted in the Act and shall come into force on the date of the notification, unless the notification otherwise directs.
(3) Every alteration made by the Central Government under sub-section (1) shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the alteration, or both Houses agree that the alteration should not be made, the alteration shall, thereafter, have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done in pursuance of that alteration.
Section 79 Power to make rules. 24 docs
(1) The Central Government may, by notification in the Official Gazette, make rules for carrying out the provisions of this Act.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:--
1[(a) the contribution of such higher amount under sub-clauses (i) and (ii) of clause (ta) of section 2;
(aa) the terms and conditions to be fulfilled by class or classes of limited liability partnerships under long line to clause (ta) of section 2;
(ab) the form and manner of prior consent to be given by designated partner under sub-section (3) of section 7;]
(b) the form and manner of particulars of every individual agreeing to act as designated partner of limited liability partnership under sub-section (4) of section 7;
(c) the conditions and requirements relating to the eligibility of an individual to become a designated partner under sub-section (5) of section 7;
(d) the manner of filing the incorporation document and payment of fees payable thereof under clause (b) of sub-section (1) of section 11;
(e) the form of statement to be filed under clause (c) of sub-section (1) of section 11;
(f) the form of incorporation document under clause (a) of sub-section (2) of section 11;
(g) the information to be contained in the incorporation document concerning the proposed limited liability partnership under clause (g) of sub-section (2) of section 11;
(h) the manner of serving the documents on a limited liability partnership or a partner or a designated partner and the form and manner in which any other address may be declared by the limited liability partnership under sub-section (2) of section 13;
(i) the form and manner of notice to the Registrar and the conditions in respect of change of registered office under sub-section (3) of section 13;
(j) the form and manner of application and amount of fee payable to the Registrar under sub-section (1) of section 16;
(k) the manner in which names will be reserved by the Registrar under sub-section (2) of section 16;
1[(ka) the manner of allotting a new name to the limited liability partnership under sub-section (3) of section 17;]
(l) the manner in which an application may be made by an entity under sub-section (1) of section 18;
(m) the form and manner of notice of change of name of limited liability partnership and the amount of fee payable under section 19;
(n) the form and manner of the limited liability partnership agreement and the changes made therein and the amount of fee payable under sub-section (2) of section 23;
(o) the form of notice, the amount of fee payable and the manner of authentication of the statement under clauses (a), (b) and (c) of sub-section (3) of section 25;
(p) the manner of accounting and disclosure of monetary value of contribution of a partner under sub-section (2) of section 32;
(q) the books of account and the period of their maintenance under sub-section (1) of section 34;
(r) the form of Statement of Account and Solvency under sub-section (2) of section 34;
(s) the form, manner, fee and time of filing of Statement of Account and Solvency under sub-section (3) of section 34;
(t) the audit of accounts of a limited liability partnership under sub-section (4) of section 34;
2[(ta) the standards of accounting and auditing under section 34A;]
(u) the form and manner of annual return and fee payable under sub-section (1) of section 35;
(v) the manner and amount of fee payable for inspection of incorporation document, names of partners and changes made therein, Statement of Account and Solvency and annual return under section 36;
(w) the destruction of documents by Registrar in any form under section 40;
(x) the amount required as security under clause (a) of sub-section (3) of section 43;
(y) the amount of security to be given under section 44;
(z) the fee payable for furnishing a copy under clause (b) of sub-section (2) of section 49;
(za) the manner of authentication of report of inspector under section 54;
(zb) the form and manner of particulars about conversion under the proviso to sub-section (1) of section 58;
(zc) in relation to establishment of place of business and carrying on business in India by foreign limited liability partnerships and regulatory mechanism and composition under section 59;
(zd) the manner of calling, holding and conducting meeting under sub-section (1) of section 60;
(ze) in relation to winding up and dissolution of limited liability partnerships under section 65;
(zf) the manner and conditions for filing document electronically under sub-section (1) of section 68;
1[(zfa) the powers and duties to be discharged by the Registrars and the terms and conditions of their service under sub-section (3) of section 68A;;
(zfb) the payment of additional fee for filing of document or return and the payment of different fee or additional fee under section 69;;
(zfc) the form and fee for filing of appeal under sub-section (3) of section 72;];
(zg) the manner for striking off the names of limited liability partnerships from the register under section 75;
1[(zga) the manner of appointing adjudicating officers for adjudging penalty under sub-section (1) of section 76A;
(zgb) the form, manner and fee for filing an appeal against the order made by the adjudicating officer under sub-section (6) of section 76A;]
(zh) the form and manner of statement containing particulars and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Second Schedule;
(zi) the form and manner of particulars about conversion under the proviso to paragraph 5 of the Second Schedule;
(zj) the form and manner of the statement and the amount of fee payable under sub-paragraph (a) of paragraph 3 of the Third Schedule;
(zk) the form and manner of particulars about conversion under the proviso to paragraph 4 of the Third Schedule;
(zl) the form and manner of the statement and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Fourth Schedule; 3***
(zm) the form and manner of particulars about conversion under the proviso to paragraph 5 of the Fourth Schedule.
2[(zn) any other matter which is to be, or may be, prescribed, or in respect of which provision is to be made by rules.]
(3) Every rule made under this Act by the Central Government shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule, or both Houses agree that the rule should not be made, the rule shall, thereafter, have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:--
1[(a) the contribution of such higher amount under sub-clauses (i) and (ii) of clause (ta) of section 2;
(aa) the terms and conditions to be fulfilled by class or classes of limited liability partnerships under long line to clause (ta) of section 2;
(ab) the form and manner of prior consent to be given by designated partner under sub-section (3) of section 7;]
(b) the form and manner of particulars of every individual agreeing to act as designated partner of limited liability partnership under sub-section (4) of section 7;
(c) the conditions and requirements relating to the eligibility of an individual to become a designated partner under sub-section (5) of section 7;
(d) the manner of filing the incorporation document and payment of fees payable thereof under clause (b) of sub-section (1) of section 11;
(e) the form of statement to be filed under clause (c) of sub-section (1) of section 11;
(f) the form of incorporation document under clause (a) of sub-section (2) of section 11;
(g) the information to be contained in the incorporation document concerning the proposed limited liability partnership under clause (g) of sub-section (2) of section 11;
(h) the manner of serving the documents on a limited liability partnership or a partner or a designated partner and the form and manner in which any other address may be declared by the limited liability partnership under sub-section (2) of section 13;
(i) the form and manner of notice to the Registrar and the conditions in respect of change of registered office under sub-section (3) of section 13;
(j) the form and manner of application and amount of fee payable to the Registrar under sub-section (1) of section 16;
(k) the manner in which names will be reserved by the Registrar under sub-section (2) of section 16;
1[(ka) the manner of allotting a new name to the limited liability partnership under sub-section (3) of section 17;]
(l) the manner in which an application may be made by an entity under sub-section (1) of section 18;
(m) the form and manner of notice of change of name of limited liability partnership and the amount of fee payable under section 19;
(n) the form and manner of the limited liability partnership agreement and the changes made therein and the amount of fee payable under sub-section (2) of section 23;
(o) the form of notice, the amount of fee payable and the manner of authentication of the statement under clauses (a), (b) and (c) of sub-section (3) of section 25;
(p) the manner of accounting and disclosure of monetary value of contribution of a partner under sub-section (2) of section 32;
(q) the books of account and the period of their maintenance under sub-section (1) of section 34;
(r) the form of Statement of Account and Solvency under sub-section (2) of section 34;
(s) the form, manner, fee and time of filing of Statement of Account and Solvency under sub-section (3) of section 34;
(t) the audit of accounts of a limited liability partnership under sub-section (4) of section 34;
2[(ta) the standards of accounting and auditing under section 34A;]
(u) the form and manner of annual return and fee payable under sub-section (1) of section 35;
(v) the manner and amount of fee payable for inspection of incorporation document, names of partners and changes made therein, Statement of Account and Solvency and annual return under section 36;
(w) the destruction of documents by Registrar in any form under section 40;
(x) the amount required as security under clause (a) of sub-section (3) of section 43;
(y) the amount of security to be given under section 44;
(z) the fee payable for furnishing a copy under clause (b) of sub-section (2) of section 49;
(za) the manner of authentication of report of inspector under section 54;
(zb) the form and manner of particulars about conversion under the proviso to sub-section (1) of section 58;
(zc) in relation to establishment of place of business and carrying on business in India by foreign limited liability partnerships and regulatory mechanism and composition under section 59;
(zd) the manner of calling, holding and conducting meeting under sub-section (1) of section 60;
(ze) in relation to winding up and dissolution of limited liability partnerships under section 65;
(zf) the manner and conditions for filing document electronically under sub-section (1) of section 68;
1[(zfa) the powers and duties to be discharged by the Registrars and the terms and conditions of their service under sub-section (3) of section 68A;;
(zfb) the payment of additional fee for filing of document or return and the payment of different fee or additional fee under section 69;;
(zfc) the form and fee for filing of appeal under sub-section (3) of section 72;];
(zg) the manner for striking off the names of limited liability partnerships from the register under section 75;
1[(zga) the manner of appointing adjudicating officers for adjudging penalty under sub-section (1) of section 76A;
(zgb) the form, manner and fee for filing an appeal against the order made by the adjudicating officer under sub-section (6) of section 76A;]
(zh) the form and manner of statement containing particulars and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Second Schedule;
(zi) the form and manner of particulars about conversion under the proviso to paragraph 5 of the Second Schedule;
(zj) the form and manner of the statement and the amount of fee payable under sub-paragraph (a) of paragraph 3 of the Third Schedule;
(zk) the form and manner of particulars about conversion under the proviso to paragraph 4 of the Third Schedule;
(zl) the form and manner of the statement and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Fourth Schedule; 3***
(zm) the form and manner of particulars about conversion under the proviso to paragraph 5 of the Fourth Schedule.
2[(zn) any other matter which is to be, or may be, prescribed, or in respect of which provision is to be made by rules.]
(3) Every rule made under this Act by the Central Government shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule, or both Houses agree that the rule should not be made, the rule shall, thereafter, have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.
1. Subs. by s. 27, ibid., for clause (a) (w.e.f. 1-4-2022).
2. Ins. by Act 31 of 2021, s. 27 (w.e.f. 1-4-2022).
3. The word and omitted by s. 27, ibid., (w.e.f 1-4-2022).
2. Ins. by Act 31 of 2021, s. 27 (w.e.f. 1-4-2022).
3. The word and omitted by s. 27, ibid., (w.e.f 1-4-2022).
Section 80 Power to remove difficulties.
(1) If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act as may appear to it to be necessary for removing the difficulty:
Provided that no such order shall be made under this section after the expiry of a period of two years from the commencement of this Act.
1[(1A) Notwithstanding anything contained in sub-section (1), if any difficulty arises in giving effect to the provisions of this Act as amended by the Limited Liability Partnership (Amendment) Act, 2021, the Central Government may, by order published in the Official Gazette, make such provisions not inconsistent with the provisions of this Act, as may appear to it to be necessary for removing the difficulty:
Provided that no such order shall be made under this section after the expiry of a period of three years from the date of commencement of the Limited Liability Partnership (Amendment) Act, 2021.]
(2) Every order made under this section shall be laid, as soon as may be, after it is made, before each House of Parliament.
Provided that no such order shall be made under this section after the expiry of a period of two years from the commencement of this Act.
1[(1A) Notwithstanding anything contained in sub-section (1), if any difficulty arises in giving effect to the provisions of this Act as amended by the Limited Liability Partnership (Amendment) Act, 2021, the Central Government may, by order published in the Official Gazette, make such provisions not inconsistent with the provisions of this Act, as may appear to it to be necessary for removing the difficulty:
Provided that no such order shall be made under this section after the expiry of a period of three years from the date of commencement of the Limited Liability Partnership (Amendment) Act, 2021.]
(2) Every order made under this section shall be laid, as soon as may be, after it is made, before each House of Parliament.
1. Ins. by Act 31 of 2021, s. 28(w.e.f. 1-4-2022).
Section 81 Omitted.
[Transitional provisions.] Omitted by the Limited Liability Partnership (Amendment) Act, 2021 (31 of 2021), s. 29 (w.e.f. 1-4-2022).