The Limited Liability Partnership Act, 2008

THE FIRST SCHEDULE

[See section 23(4)]

PROVISIONS REGARDING MATTERS RELATING TO MUTUAL RIGHTS AND DUTIES OF PARTNERS AND

LIMITED LIABILITY PARTNERSHIP AND ITS PARTNERS APPLICABLE IN THE ABSENCE OF ANY AGREEMENT

ON SUCH MATTERS

1. The mutual rights and duties of the partners and the mutual rights and duties of the limited liability

partnership and its partners shall be determined, subject to the terms of any limited liability partnership

agreement or in the absence of any such agreement on any matter, by the provisions in this Schedule.

2. All the partners of a limited liability partnership are entitled to share equally in the capital, profits

and losses of the limited liability partnership.

3. The limited liability partnership shall indemnify each partner in respect of payments made and

personal liabilities incurred by him—

(a) in the ordinary and proper conduct of the business of the limited liability partnership; or

(b) in or about anything necessarily done for the preservation of the business or property of the

limited liability partnership.

4. Every partner shall indemnify the limited liability partnership for any loss caused to it by his fraud

in the conduct of the business of the limited liability partnership.

5. Every partner may take part in the management of the limited liability partnership.

6. No partner shall be entitled to remuneration for acting in the business or management of the limited

liability partnership.

7. No person may be introduced as a partner without the consent of all the existing partners.

8. Any matter or issue relating to the limited liability partnership shall be decided by a resolution

passed by a majority in number of the partners, and for this purpose, each partner shall have one vote.

However, no change may be made in the nature of business of the limited liability partnership without the

consent of all the partners.

9. Every limited liability partnership shall ensure that decisions taken by it are recorded in the minutes

within thirty days of taking such decisions and are kept and maintained at the registered office of the

limited liability partnership.

10. Each partner shall render true accounts and full information of all things affecting the limited

liability partnership to any partner or his legal representatives.

11. If a partner, without the consent of the limited liability partnership, carries on any business of the

same nature as and competing with the limited liability partnership, he must account for and pay over to

the limited liability partnership all profits made by him in that business.

12. Every partner shall account to the limited liability partnership for any benefit derived by him

without the consent of the limited liability partnership from any transaction concerning the limited

liability partnership, or from any use by him of the property, name or any business connection of the

limited liability partnership.

13. No majority of the partners can expel any partner unless a power to do so has been conferred by

express agreement between the partners.

14. All disputes between the partners arising out of the limited liability partnership agreement which

cannot be resolved in terms of such agreement shall be referred for arbitration as per the provisions of the

Arbitration and Conciliation Act, 1996 (26 of 1996).

THE SECOND SCHEDULE

(See section 55)

CONVERSION FROM FIRM INTO LIMITED LIABILITY PARTNERSHIP

1. Interpretation.—In this Schedule, unless the context otherwise requires,—

(a) "firm" means a firm as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932);

(b) "convert", in relation to a firm converting into a limited liability partnership, means a transfer

of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the

firm to the limited liability partnership in accordance with this Schedule.

2. Conversion from firm into limited liability partnership.—(1) A firm may convert into a limited

liability partnership by complying with the requirements as to the conversion set out in this Schedule.

(2) Upon such conversion, the partners of the firm shall be bound by the provisions of this Schedule

that are applicable to them.

3. Eligibility for conversion.—A firm may apply to convert into a limited liability partnership in

accordance with this Schedule if and only if the partners of the limited liability partnership into which the

firm is to be converted, comprise, all the partners of the firm and no one else.

4. Statements to be filed.—A firm may apply to convert into a limited liability partnership by filing

with the Registrar—

(a) a statement by all of its partners in such form and manner and accompanied by such fee as the

Central Government may prescribe, containing the following particulars, namely:—

(i) the name and registration number, if applicable, of the firm; and

(ii) the date on which the firm was registered under the Indian Partnership Act, 1932 (9 of

1932) or under any other law, if applicable, and

(b) incorporation document and statement referred to in section 11.

5. Registration of conversion.—On receiving the documents referred to in paragraph 4, the Registrar

shall subject to the provisions of this Act, register the documents and issue a certificate of registration in

such form as the Registrar may determine stating that the limited liability partnership is, on and from the

date specified in the certificate, registered under this Act:

Provided that the limited liability partnership shall, within fifteen days of the date of registration,

inform, the concerned Registrar of Firms with which it was registered under the provisions of the Indian

Partnership Act, 1932 (9 of 1932) about the conversion and of the particulars of the limited liability

partnership in such form and manner as the Central Government may prescribe.

6. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require

the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other

information furnished under the provisions of this Act:

Provided that an appeal may be made before the Tribunal in case of refusal of registration by the

Registrar.

(2) The Registrar may, in any particular case, require the documents referred to in paragraph 4 to be

verified in such manner, as he considers fit.

7. Effect of registration.—On and from the date of registration specified in the certificate of

registration issued under paragraph 5,—

(a) there shall be a limited liability partnership by the name specified in the certificate of

registration registered under this Act;

(b) all tangible (movable and immovable) property as well as intangible property vested in the

firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of

the undertaking of the firm shall be transferred to and shall vest in the limited liability partnership

without further assurance, act or deed; and

(c) the firm shall be deemed to be dissolved and if earlier registered under the Indian Partnership

Act, 1932 (9 of 1932) removed from the records maintained under that Act.

8. Registration in relation to property.—If any property to which sub-paragraph (b) of paragraph 7

applies is registered with any authority, the limited liability partnership shall, as soon as practicable after

the date of registration, take all necessary steps as required by the relevant authority to notify the authority

of the conversion and of the particulars of the limited liability partnership in such medium and form as the

authority may specify.

9. Pending proceedings.—All proceedings by or against the firm which are pending in any Court or

Tribunal or before any authority on the date of registration may be continued, completed and enforced by

or against the limited liability partnership.

10. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or

judgment of any Court, Tribunal or other authority in favour of or against the firm may be enforced by or

against the limited liability partnership.

11. Existing agreements.—Every agreement to which the firm was a party immediately before the

date of registration, whether or not of such nature that the rights and liabilities thereunder could be

assigned, shall have effect as from that date as if—

(a) the limited liability partnership were a party to such an agreement instead of the firm; and

(b) for any reference to the firm, there were substituted in respect of anything to be done on or

after the date of registration a reference to the limited liability partnership.

12. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,

instruments and arrangements subsisting immediately before the date of registration relating to the firm or

to which the firm is a party, shall continue in force on and after that date as if they relate to the limited

liability partnership and shall be enforceable by or against the limited liability partnership as if the limited

liability partnership were named therein or were a party thereto instead of the firm.

13. Continuance of employment.—Every contract of employment to which paragraph 11 or

paragraph 12 applies shall continue to be in force on or after the date of registration as if the limited

liability partnership were the employer thereunder instead of the firm.

14. Existing appointment, authority or power.—(1) Every appointment of the firm in any role or

capacity which is in force immediately before the date of registration shall take effect and operate from

that date as if the limited liability partnership were appointed.

(2) Any authority or power conferred on the firm which is in force immediately before the date of

registration shall take effect and operate from that date as if it were conferred on the limited liability

partnership.

15. Application of paragraphs 7 to 14.—The provisions of paragraphs 7 to 14 (both inclusive) shall

apply to any approval, permit or licence issued to the firm under any other Act which is in force

immediately before the date of registration of the limited liability partnership, subject to the provisions of

such other Act under which such approval, permit or licence has been issued.

16. Partner liable for liabilities and obligations of firm before conversion.—(1) Notwithstanding

anything in paragraphs 7 to 14 (both inclusive), every partner of a firm that has converted into a limited

liability partnership shall continue to be personally liable (jointly and severally with the limited liability

partnership) for the liabilities and obligations of the firm which were incurred prior to the conversion or

which arose from any contract entered into prior to the conversion.

(2) If any such partner discharges any liability or obligation referred to in sub-paragraph (1), he shall

be entitled (subject to any agreement with the limited liability partnership to the contrary) to be fully

indemnified by the limited liability partnership in respect of such liability or obligation.

17. Notice of conversion in correspondence.— (1) The limited liability partnership shall ensure that

for a period of twelve months commencing not later than fourteen days after the date of registration, every

official correspondence of the limited liability partnership bears the following:

(a) a statement that it was, as from the date of registration, converted from a firm into a limited

liability partnership; and

(b) the name and registration number, if applicable, of the firm from which it was converted.

(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be

punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh

rupees and with a further fine which shall not be less than fifty rupees but which may extend to five

hundred rupees for every day after the first day after which the default continues.

THE THIRD SCHEDULE

(See section 56)

CONVERSION FROM PRIVATE COMPANY INTO LIMITED LIABILITY PARTNERSHIP

1. Interpretation.—In this Schedule, unless the context otherwise requires,—

(a) "company" means a private company as defined in clause (iii) of sub-section (1) of section 3

of the Companies Act, 1956 (1 of 1956);

(b) "convert", in relation to a private company converting into a limited liability partnership,

means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the

undertaking of the private company to the limited liability partnership in accordance with this

Schedule.

2. Eligibility for conversion of private companies into limited liability partnership.—(1) A

company may convert into a limited liability partnership by complying with the requirements as to the

conversion set out in this Schedule.

(2) A company may apply to convert into a limited liability partnership in accordance with this

Schedule if and only if—

(a) there is no security interest in its assets subsisting or in force at the time of application; and

(b) the partners of the limited liability partnership to which it converts comprise all the

shareholders of the company and no one else.

(3) Upon such conversion, the company, its shareholders, the limited liability partnership into which

the company has converted and the partners of that limited liability partnership shall be bound by the

provisions of this Schedule that are applicable to them.

3. Statements to be filed.—A company may apply to convert into a limited liability partnership by

filing with the Registrar—

(a) a statement by all its shareholders in such form and manner to be accompanied by such fees as

the Central Government may prescribe, containing the following particulars, namely:—

(i) the name and registration number of the company;

(ii) the date on which the company was incorporated; and

(b) incorporation document and statement referred to in section 11.

4. Registration of conversion.—On receiving the documents referred to in paragraph 3, the Registrar

shall, subject to the provisions of this Act and the rules made thereunder, register the documents and issue

a certificate of registration in such form as the Registrar may determine stating that the limited liability

partnership is, on and from the date specified in the certificate, registered under this Act:

Provided that the limited liability partnership shall, within fifteen days of the date of registration,

inform the concerned Registrar of Companies with which it was registered under the provisions of the

Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability

partnership in such form and manner as the Central Government may prescribe.

5. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require

the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other

information furnished under the provisions of this Act:

Provided that an appeal may be made before the Tribunal in case of refusal of registration by the

Registrar.

(2) The Registrar may, in any particular case, require the documents referred to in paragraph 3 to be

verified in such manner, as he considers fit.

6. Effect of registration.—On and from the date of registration specified in the certificate of

registration issued under paragraph 4—

(a) there shall be a limited liability partnership by the name specified in the certificate of

registration registered under this Act;

(b) all tangible (movable or immovable) and intangible property vested in the company, all assets,

interests, rights, privileges, liabilities, obligations relating to the company and the whole of the

undertaking of the company shall be transferred to and shall vest in the limited liability partnership

without further assurance, act or deed; and

(c) the company shall be deemed to be dissolved and removed from the records of the Registrar

of Companies.

7. Registration in relation to property.—If any property to which clause (b) of paragraph 6 applies

is registered with any authority, the limited liability partnership shall, as soon as practicable, after the date

of registration, take all necessary steps as required by the relevant authority to notify the authority of the

conversion and of the particulars of the limited liability partnership in such form and manner as the

authority may determine.

8. Pending proceedings.—All proceedings by or against the company which are pending before any

Court, Tribunal or other authority on the date of registration may be continued, completed and enforced

by or against the limited liability partnership.

9. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or

judgment of any Court, Tribunal or other authority in favour of or against the company may be enforced

by or against the limited liability partnership.

10.Existing agreements.—Every agreement to which the company was a party immediately before

the date of registration, whether or not of such nature that the rights and liabilities thereunder could be

assigned, shall have effect as from that date as if—

(a) the limited liability partnership were a party to such an agreement instead of the company; and

(b) for any reference to the company, there were substituted in respect of anything to be done on

or after the date of registration a reference to the limited liability partnership.

11. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,

instruments and arrangements subsisting immediately before the date of registration relating to the

company or to which the company is a party shall continue in force on and after that date as if they relate

to the limited liability partnership and shall be enforceable by or against the limited liability partnership as

if the limited liability partnership were named therein or were a party thereto instead of the company.

12. Continuance of employment.—Every contract of employment to which paragraph 10 or

paragraph 11 applies shall continue in force on or after the date of registration as if the limited liability

partnership were the employer thereunder instead of the company.

13. Existing appointment, authority or power.—(1) Every appointment of the company in any role

or capacity which is in force immediately before the date of registration shall take effect and operate from

that date as if the limited liability partnership were appointed.

(2) Any authority or power conferred on the company which is in force immediately before the date

of registration shall take effect and operate from that date as if it were conferred on the limited liability

partnership.

14. Application of paragraphs 6 to 13.—The provisions of paragraphs 6 to 13 (both inclusive) shall

apply to any approval, permit or licence issued to the company under any other Act which is in force

immediately before the date of registration of the limited liability partnership, subject to the provisions of

such other Act under which such approval, permit or licence has been issued.

15. Notice of conversion in correspondence.—(1) The limited liability partnership shall ensure that

for a period of twelve months commencing not later than fourteen days after the date of registration, every

official correspondence of the limited liability partnership bears the following, namely:—

(a) a statement that it was, as from the date of registration, converted from a company into a

limited liability partnership; and

(b) the name and registration number of the company from which it was converted.

(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be

punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh

rupees and with a further fine which shall not be less than fifty rupees but which may extend to five

hundred rupees for every day after the first day after which the default continues.

THE FOURTH SCHEDULE

(See section 57)

CONVERSION FROM UNLISTED PUBLIC COMPANY INTO LIMITED LIABILITY PARTNERSHIP

1. Interpretation.— (1) In this Schedule, unless the context otherwise requires,—

(a) "company" means an unlisted public company;

(b) "convert", in relation to a company converting into a limited liability partnership, means a

transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking

of the company to the limited liability partnership in accordance with the provisions of this Schedule;

(c) "listed company" means a listed company as defined in the Securities Exchange Board of

India (Disclosure and Investor Protection) Guidelines, 2000 issued by the Securities and Exchange

Board of India under section 11 of the Securities and Exchange Board of India Act, 1992 (15 of

1992);

(d) "unlisted public company" means a company which is not a listed company.

2. Conversion of company into a limited liability partnership.—(1) A company may convert into a

limited liability partnership by complying with the requirements as to the conversion set out in this

Schedule.

(2) Upon such conversion, the company, its shareholders, the limited liability partnership into which

the company has converted and the partners of that limited liability partnership shall be bound by the

provisions of this Schedule that are applicable to them.

3. Eligibility for conversion.—A company may apply to convert into a limited liability partnership

in accordance with the provisions of this Schedule if and only if—

(a) there is no security interest in its assets subsisting or in force at the time of application; and

(b) the partners of the limited liability partnership to which it converts comprise all the

shareholders of the company and no one else.

4. Statements to be filed.—A company may apply to convert into a limited liability partnership by

filing with the Registrar—

(a) a statement by all its shareholders in such form and manner to be accompanied by such fee as the

Central Government may prescribe containing the following particulars, namely:—

(i) the name and registration number of the company;

(ii) the date on which the company was incorporated; and

(b) incorporation document and statement referred to in section 11.

5. Registration of conversion.—On receiving the documents referred to in paragraph 4, the Registrar

shall, subject to the provisions of this Act, and the rules made thereunder, register the documents and

issue a certificate of registration in such form as the Registrar may determine stating that the limited

liability partnership is, on and from the date specified in the certificate, registered under this Act:

 Provided that the limited liability partnership shall, within fifteen days of the date of registration,

inform the concerned Registrar of Companies with which it was registered under the provisions of the

Companies Act, 1956 (1 of 1956) about the conversion and of the particulars of the limited liability

partnership in such form and manner as the Central Government may prescribe.

6. Registrar may refuse to register.—(1) Nothing in this Schedule shall be construed as to require

the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other

information furnished under the provisions of this Act:

Provided that an appeal may be made before the Tribunal in case of refusal of registration by the

Registrar.

(2) The Registrar may, in any particular case, require the documents referred to in paragraph 4 to be

verified in such manner, as he considers fit.

7. Effect of registration.—On and from the date of registration specified in the certificate of

registration issued under paragraph 5—

(a) there shall be a limited liability partnership by the name specified in the certificate of

registration registered under this Act;

(b) all tangible (movable or immovable) and intangible property vested in the company, all assets,

interests, rights, privileges, liabilities, obligations relating to the company and the whole of the

undertaking of the company shall be transferred to and shall vest in the limited liability partnership

without further assurance, act or deed; and

(c) the company shall be deemed to be dissolved and removed from the records of the Registrar

of Companies.

8. Registration in relation to property.—If any property to which clause (b) of paragraph 7 applies

is registered with any authority, the limited liability partnership shall, as soon as practicable, after the date

of registration, take all necessary steps as required by the relevant authority to notify the authority of the

conversion and of the particulars of the limited liability partnership in such form and manner as the

authority may determine.

9. Pending proceedings.—All proceedings by or against the company which are pending in any

Court or Tribunal or before an authority on the date of registration may be continued, completed and

enforced by or against the limited liability partnership.

10. Continuance of conviction, ruling, order or judgment.—Any conviction, ruling, order or

judgment of any Court, Tribunal or other authority in favour of or against the company may be enforced

by or against the limited liability partnership.

11. Existing agreements.—Every agreement to which the company was a party immediately before

the date of registration, whether or not of such nature that the rights and liabilities thereunder could be

assigned, shall have effect as from that date as if—

(a) the limited liability partnership were a party to such an agreement instead of the company; and

(b) for any reference to the company, there were substituted in respect of anything to be done on

or after the date of registration a reference to the limited liability partnership.

12. Existing contracts, etc.—All deeds, contracts, schemes, bonds, agreements, applications,

instruments and arrangements subsisting immediately before the date of registration relating to the

company or to which the company is a party shall continue in force on and after that date as if they relate

to the limited liability partnership and shall be enforceable by or against the limited liability partnership as

if the limited liability partnership were named therein or were a party thereto instead of the company.

13. Continuance of employment.—Every contract of employment to which paragraph 11 or

paragraph 12 applies shall continue in force on or after the date of registration as if the limited liability

partnership were the employer thereunder instead of the company.

14. Existing appointment, authority or power.—(1) Every appointment of the company in any role

or capacity which is in force immediately before the date of registration shall take effect and operate from

that date as if the limited liability partnership were appointed.

(2) Any authority or power conferred on the company which is in force immediately before the date

of registration shall take effect and operate from that date as if it were conferred on the limited liability

partnership.

15. Application of paragraphs 7 to 14.—The provisions of paragraphs 7 to 14 (both inclusive) shall

apply to any approval, permit or licence issued to the company under any other Act which is in force

immediately before the date of registration of the limited liability partnership, subject to the provisions of

such other Act under which such approval, permit or licence has been issued.

16. Notice of conversion in correspondence.—(1) The limited liability partnership shall ensure that

for a period of twelve months commencing not later than fourteen days after the date of registration, every

official correspondence of the limited liability partnership bears the following, namely:—

(a) a statement that it was, as from the date of registration, converted from a company into a

limited liability partnership; and

(b) the name and registration number of the company from which it was converted.

(2) Any limited liability partnership which contravenes the provisions of sub-paragraph (1) shall be

punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh

rupees and with a further fine which shall not be less than fifty rupees but which may extend to five

hundred rupees for every day after the first day after which the default continues.

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