1. - AUROBINDO SAXENA 1

2. PREFACEThis book aims to cogitate the raison dtre, which beget the evolution of the limitedliability partnership (LLP) form of business structure. It discusses the LLP Statutes inUnited States of America, Channel Island of Jersey, United Kingdom, Canada, DubaiInternational Financial Centre, Singapore and Australia. It further draws acomparison of the limited liability partnership laws prevalent in these places andidentifies the best practices, which with apposite adaptations can be made a part of asimilar legislation in India.It is felt that the concept of Limited Liability Partnerships can be better understood inthe light of the laws already in place in other countries. The book being a first editionaims to develop a scalable framework for future research work in the area. METHODOLOGYThis book adopts a desk research method, which involves Internet research,literature review and analysis, and correspondence with the relevant authorities inthe places studied. 2 3. ACKNOWLEDGEMENTSI would like to acknowledge the valuable contributions made by a number of peoplewho helped me in the development and refinement of this text. First I would like tothank Prof. Prem Sikka, Professor of Accounting, Department of Accounting, Financeand Management, University of Essex, United Kingdom for his guidance on thesubject. Second I would like to thank James J. Tucker III, A ssociate Professor ofAccounting and Taxation, Widener University, United States of America.My heartiest thanks also goes to Mr. Angelo Veljanovski, Lecturer, School of Law,Victoria University of Technology, Australia, whose work on limited liabilitypartnership inspired me to write this book. I would also like to thank David Fordefrom the Companies Office Information Service, New Zealand for replying to myqueries.Special thanks go to Ms. Toh Wee San, Senior Assistant Registrar ACRA, Singaporewho gave my queries a patient listening and guided me in understanding the mosttechnical issues of the subject.Aurobindo Saxena3 4. CONTENTS S. No. ParticularsPage No.1.Chapter 1: Introduction52.Chapter 2: Limited liability partnership laws in the 49United States of America3.Chapter 3: Limited liability partnership laws in the 204Channel Island of Jersey4.Chapter 4: Limited liability partnership laws in the 243United Kingdom5.Chapter 5: Limited liability partnership laws in 441Canada6.Chapter 6: Limited liability partnership laws in Dubai 456International Financial Centre7.Chapter 7: Limited liability partnership laws in 464Singapore8.Chapter 8: Limited liability partnership laws in 558Australia9.Chapter 9: Analysis68510. References 71811. Internet Support 7204 5. CHAPTER 1: INTRODUCTION1.0INTRODUCTIONThe inclination to collaborate to accomplish certain commercial objectives has a longhistory. The commercial magnetism of such collaborations and a need to govern theirbusiness ultimately led to the codification of corporate and partnership laws.Corporations and Partnerships have been a primary form of business structure for along time now. For more than a century, partnership law has offered an all-embracing and lucid alternative to corporate law. Although, the two bodies of lawhave much in common, historically they differed sharply on the role of the contractand private ordering in structuring the firm.Partnership law encourages private ordering through bargaining by providing a set ofstatutory default norms that, with only a few exceptions, yield to agreementsnegotiated by partners. In contrast, corporate law historically has provided amandatory framework for firm structure highly resistant to shareholders attempts todefine their relationships through bargaining1 . Proponents of private ordering withinfirms prefer the freedoms of partnership law to the mandates of corporate law, andover time they have enjoyed success in extending the bargaining model frompartnership law to corporate law.However, the inherent limitations of both these forms of businesses have made themunsuitable for certain businesses and ultimately hybrid forms of business structuressuch as limited partnerships, limited liability partnership, limited liability limitedpartnerships etc. evolved.1.1 GENESIS AND DEVELOPMENT OF PARTNERSHIP LAWSPartnership laws around the world have evolved over a period of time in consonancewith the changing business requirements. Broadly, the partnership laws can beclassified in three generations 2 viz. General Partnership Laws (First Generation),Limited Partnership Laws (Second Generation) and Limited Liability Partnership Laws(Third Generation).1.1.0 First GenerationThe UK Partnership Act, 1890 is an archetypal example of first generation ofpartnership laws. A general partnership firm is not a separate legal entity. A partneris considered as the agent of the firm and of other partners for the purpose of thebusiness of the firm. Further, every partner is liable, jointly and severally with all theother partners, for all acts of the firm done while he is a partner. Where, by thewrongful act or omission of a partner acting in the ordinary course of the business ofa firm, or with the authority of his partners, loss or injury is caused to any thirdparty, or any penalty is incurred, the firm is liable therefore to the same extent asthe partner.General partnership is regarded by the public as the type of business structureproviding the optimal protection to members of the public, because partners are not1 Robert W. Hillman, The Bargain in the Firm: Partnership Law, Corporate Law, and Private OrderingWithin Closely -Held Business Associations.2This concept has been developed by Aurobindo Saxena.5 6. protected by limited liability and the claimants can always go after the personalassets of each partner to meet his or her claim. 3However, the characteristic of "unlimited liability" ensures that the partners maintaina direct interest in the affairs of the partnership and conduct of its partners,especially in small practices where the partners are likely to work in the samelocation. For large practices, they may have offices in several places, and thuspartners may not be able to keep track of all aspects and transactions of thepartnership. Nonetheless, under a general partnership, partners still have to sharethe liabilities for the negligence of those partners whom they may barely know ormeet.4The advantage of this structure is that its business affairs are entirely private. Apartnership agreement is also a private confidential document providing the flexibilityin which the partners can determine how the internal structure and relationshipbetween partners and between partners and the partnership are governed.51.1.1 Second GenerationThe UK Limited Partnership Act, 1907 is an archetypal example of second generationof partnership laws. A limited partnership is different from a general partnership tothe extent that it classifies the partners into two classes: a general partner and alimited partner. Limited partnerships must have at least one general and one limitedpartner. The essence of a limited partnership is that it bestows on the partnershipthe benefit of limited liability to a certain extent. In a limited partnership, the liabilityof the limited partner is limited to the amount of his contribution. He is like aninvestor and usually does not take part in the management or day-to-day running ofthe firm.However, if a limited partner takes part in the management, he can be held liable forall debts and obligations of the firm incurred while he so takes part in themanagement, as though he were a general partner. As against this, the generalpartner is responsible for the management of the firm and has unlimited liability.Further, limited partnerships do not specifically deal with the issue of joint andseveral liabilities. Partners can still be held liable for the wrongful acts or omissionsof their fellow partners. For tax purposes, a limited partnership is not considered as ataxable entity and its income and capital transactions flow through to the partners.Limited Partnerships are increasingly being used for private equity and fundinvestment businesses.1.1.2 Third GenerationThe UK Limited Liability Partnership Act, 2000 is an archetypal example of thirdgeneration of partnership laws. A limited liability partnership (LLP) is an alternativecorporate business vehic le that not only provides the benefits of limited liability butalso allows its partners the flexibility of organizing their internal structure as ageneral partnership. The limited liability partnership is a separate legal entity and,while the LLP itself will be liable for the full extent of its assets, the liability of thepartners will be limited. In LLP, each partner is the agent of the LLP but not of otherpartners.3 Kitty LAM, Limited Liability Partnership and Liability Capping Legislation for the Practice of Law inSelected Places.4Ibid.5Ibid. 6 7. 1.2GLOBAL SCENARIOThe limited liability partnership structure has gained importance in the last one and ahalf decade and is now available in United States of America, Channel Island ofJersey, United Kingdom, Canada, Dubai International Financial Centre, Singaporeand Australia.The push for the creation of limited liability partners hip grew from several factors,such as general increase in the incidence of litigation for professionals negligenceand the size of claims; the risk to a partners personal assets, when the claimexceeds the sum of the assets and insurance cover of the partnership; the growth inthe size of partnerships; increase in specialization among partners and the comingtogether of different professions within a partnership.There are also concerns about the shifting of the business structure of a firm from ageneral partnership to an LLP, albeit there is no empirical data supporting them. Oneof the concerns is about the impact upon the culture of a law firm. For instance, thepractice of law in high-risk areas often yields high rewards commensurate with theincreased risk of liability. Partners in a general partnership usually share both therisk and risk-related gains with their fellow partners. If a shift to an LLP causes amember/partner to shoulder a higher risk of liability than others, he or she maydemand a larger share of the rewards. Similarly, the risk of some members/partnersmay increase where the legislation provides that members/partners of LLPs have tobe liable for the acts of those under their direct supervision; in particular, if somemembers/partners have to supervise less experienced staff.6Some consider that shifting from the general partnership status to the LLP statusmay result in less incentive for members/partners to monitor and control the qualityof work by other members/partners of the firm, as they are no longer liable for theacts of their fellow members/partners. The breakdown of internal procedures atArthur Andersen, the accounting firm operating as an LLP, in connection with thecollapse of the Enron Corporation, is often quoted as an example of suchdisincentive.7However, the level of protection that an LLP affords partners of a LLP is an importantfactor in why LLP is fast becoming the preferred structure for major professionalservices firms.1.3INDIAN SCENARIOIn India, businesses mainly operate as companies, sole proprietorships andpartnerships. Each of these business structures has its own advantages andshortcomings and is subject to different regulatory and tax regimes. The idea thatthere should be the opportunity in India to organize as an LLP emerged out of theReport of the Naresh Chandra Committee on Regulation of Private Companies andPartnership and Report of the Dr. J. J. Irani Expert Committee on Company Law.Acting on the recommendations of the reports of these committees the Ministry ofCompany Affairs on November 2, 2005 released a concept paper on limited liabilitypartnership (See Annexure 1), which will be kept open for public comments tillDecember 31, 2005. The concept paper comprises of sixteen chapters and five6Johnson, J. (1995).7Hamilton, Robert W. and Macey, Jonathan R. (2003). 7 8. schedules. A closer look into the provisions of the paper reveal that it is based on theSingapore LLP Act, 2005, UK LLP Act, 2000, Companies Act, 1956 and certain LLPstatutes prevalent in US like the Delaware Code.1.4 ISSUES FOR CONSIDERATIONIt is anticipated that the paper will provoke critical examination by all chambers ofcommerce, business organizations, professional bodies, academicians and personsconnected with corporate sector.However, some of the important issues that need in-depth analysis, debate,discussion and deliberations are as under:1. Whether LLP form of business structure should be made available toProfessionals only?2. Whether LLP Agreement should be made mandatory to be filed with theRegistrar?3. What contents of the LLP agreement should be filed with the Registrar?4. Whether foreign individuals should be allowed to be a partner or not?5. Whether LLPs should be allowed to have one general partner with unlimitedliability or not?6. Whether manager should be a partner of LLP or not?7. Whether LLP should have a limit on the number of partners it can have?8. What should be the extent of liability of a partner?9. How should the LLPs be taxed?10. What should be the disclosure requirements for an LLP?11. What should be the procedure for existing firms, private companies andunlisted public companies to convert to LLP?12. How should the Act deal with foreign LLPs?13. What should be the procedure for the merger, amalgamation and demerger ofLLPs?14. What should be the procedure for the winding up and dissolution of LLPs?15. What provisions of the Companies Act, 1956 should be applicable to LLPs?16. What other legislations, rules, regulations and procedures need to beamended for facilitating a smooth entry of LLPs?17. What all provisions should form part of the default provisions?18. What can be the various forms of contribution?19. Whether a partner can bring his share of contribution in installments?20. For how long an LLP should be allowed to carry on business with less than twopartners?21. Should the audit of financial records be made mandatory for all LLPs?22. Should LLPs be required to file an annual report with the Registrar?23. What should be the period of claw back?24. What should be the disqualifications of a partner and manager?25. Who should regulate and administer the LLPs?1.5 CONCLUSIONFollowing international trends, predominantly those in the United States of America,United Kingdom, Jersey, Canada, Dubai International Financial Centre, Australia andSingapore, India has recently undertaken the introduction of Limited LiabilityPartnership (LLP) structure. This structure is recognized as the worlds bestpractice structure, designed to not only attract venture capital from offshoreinstitutional investors but also to retain domestic investment. Some of theadvantages of this form of business structure include low cost of incorporation,8 9. unlimited capacity, limited individual liability, flexible management structure, taxbenefits and less audit and filing requirements.However, at the same time this form of business structure is susceptible to abuse aswell. Especially, after the Enron collapse, it is felt that limited liability has a degree ofcorrelation with professional lapses and malpractices. The OECD also identifieslimited liability partnership as being a corporate vehicle, which is vulnerable tomisuse, principally for the reason that it is less regulated than corporations.The limited liability partnership form of business structure is keenly awaited in India.However, such introduction will require amendments in several legislations andRegulations for example the SEBI Regulations, Tax Laws, Banking Regulations, theparent Acts of Statutory Bodies like ICSI, ICAI and ICWAI and their respective Rulesand Regulations etc. Therefore, an in-depth understanding of the concept isinexorable.The following chapters will discuss and analyse the limited liability partnership lawsaround the world and attempt to find solutions to the issues under considerationstated above. 9 10. ANNEXURE 1 CONCEPT PAPER ON LIMITED LIABILITY PARTNERSHIPS Chapter IPreliminary1. Short title, commencement and extent. (1) This Act may be called the Limited Liability Partnerships Act, 2006. (2) It shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint. (3) It extends to the whole of India.2. Definitions. In this Act, unless the context otherwise requires,- (1)"address" in relation to a partner of a limited liability partnership,means-(a) if an individual, his usual residential address, and(b) if a body corporate , address of its registered office; (2)Appellate Tribunal means the National Company Law AppellateTribunal constituted under the Companies Act, 1956; (3)body corporate means a company as defined in section 3 of theCompanies Act, 1956 and includes:(a) a limited liability partnership registered under this Act;(b) a limited liability partnership incorporated outside India; and(c) a company incorporated outside Indiabut does not include- (i)a corporation sole; (ii) a co-operative society registered under any law relating to co-operative societies; and (iii)any other body corporate (not being a company as defined above),which the Central Government may, by notification in the OfficialGazette, specify in this behalf; (4)"business" includes every trade, profession and occupation; (5)chartered accountant means a chartered accountant as defined inclause (b) of sub-section (1) of section 2 of the CharteredAccountants Act, 1949 and who has obtained a certificate ofpractice under sub-section (1) of section 6 of that Act; (6)company secretary means a company secretary as defined inclause (b) of sub-section (1) of section 2 of the CompanySecretaries Act, 1980 and who has obtained a certificate of practiceunder sub-section (1) of section 6 of that Act; (7)"court" means court as defined under the Companies Act, 1956; (8)"economic rights" means the rights of the partner to a share ofthe profits and losses of the partnership and to receivedistributions in accordance with the limited liability partnershipagreement; (9)financial year means in relation to a limited liability partnership, theperiod in respect of which any profit and loss account of the limited 10 11. liability partnership is made up, and shall not be less than six months but not exceed fifteen months. (10)foreign limited liability partnership" means a partnership that is(a) formed, registered or incorporated outside Indiawhich, after the commencement of this Act,establishes a place of business within India; and(b) formed, registered or incorporated outside Indiawhich have, before the commencement of this Act,established a place of business within India andcontinue to have an established place of businesswithin India at the commencement of this Act; and(c) which if incorporated in India, would be a limitedliability partnership within the meaning of this Act. (11)"incorporation document" shall be construed in accordance with section 8; (12)"limited liability partnership" has the meaning given to it by section 3; (13)"limited liability partnership agreement" means any w ritten agreement of the partners as to the affairs of a limited liability partnership and the conduct of its business; (14)manager in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership; (15)"modification" shall include the making of additions and omissions; (16)"name" in relation to a partner of a limited liability partnership, means- (a) if an individual, h is forename, middlename and surname, and (b) if a body corporate, its registered name; (17)"partner" in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement; (18)register means any register kept and maintained under this Act; (19)"Registrar"meansRegistrar asdefinedinthe Companies Act, 1956; (20)Tribunal means the National Company Law Tribunal constituted under the Companies Act, 1956. Chapter IIApplicability3. Limited Liability Partnership. (1)A limited liability partnership is a body corporate which is formed bybeing incorporated under this Act and which has legal entity separatefrom that of its partners. (2)A limited liability partnership shall have perpetual succession. 11 12. (3)Any change in the partners of a limited liability partnership shall notaffect the existence, rights or liabilities of the limited liabilitypartnership.4. Non-applicability of partnership law. Except as otherwise provided by this Act or any other enactment, the law relating to partnerships shall not apply to a limited liability partnership.5. Partners. Any individual or body corporate may be a partner in a limited liability partnership.6. Minimum and Maximum 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 onbusiness for more than six months while the number is so reduced, aperson who is a partner of the limited liability partnership during thetime that it so carries on business after those six months and iscognizant of the fact that it is carrying on business with fewer than twopartners shall be liable jointly and severally with the limited liabilitypartnership for the obligations of the limited liability partnershipincurred during that period. (3)A limited liability partnership has unlimited capacity.7. Manager. (1)Every limited liability partnership shall have a manager who is anindividual and is resident in India. (2)For the purpose of sub-section (1), resident in India includes a personwho has been staying in India for a continuous period of not less thantwelve months immediately preceding the date of his appointment as amanager and who has come to stay in India, -(a)for taking up employment in India, or(b)for carrying on a business or vocation in India. (3)Every limited liability partnership shall within 30 days ensure that theparticulars of every person who acts as manager of the limited liabilitypartnership, his consent to act as such and any change of manager arelodged with the Registrar in such ma nner and form as may beprescribed. (4)If the incorporation document specifies who is to be a manager -(a) that person shall be the manager on incorporation, and(b) if no manager is appointed, each partner resident in India shallbe deemed to be a manager. (5)Every limited liability partnership shall appoint a person as managerwithin sixty days from the date on which a person ceases to be amanager. (6)A manager shall be 12 13. (a) answerable for the doing of all acts, matters and things, as arerequired to be done by the limited liability partnership; and(b) personally liable to all penalties imposed on the limited liabilitypartnership for any contravention of those sections unless hesatisfies the Tribunal that he should not be so liable. (7)If a limited liability partnership contravenes any sub-section of thissection, the limited liability partnership and every partner of thelimited liability partnership shall be punishable under the Act. Chapter IIIIncorporation8. 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 must have subscribed their names to an incorporation document,(b) there must have been delivered to the Registrar of the State inwhich the registered office of the limited liability partnership isto be situate, the incorporation document in a manner as maybe prescribed, and(c) there must have been so delivered a statement in the prescribed form, made by either an advocate, or a Company Secretary, or, a Chartered Accountant, who is engaged in the formation of the limited liability partnership and by anyone who subscribed his name to the incorporation document, that all the requirements of this Act and Regulations thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto. (2) The incorporation document must-(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 liabilitypartnership,(e) state the name and address of each of the persons who are to bepartners of the limited liability partnership on incorporation,(f) state the name and address of the person (s) who is/are to bemanager (s) of the limited liability partnership on incorporation;(g) be accompanied by the photographs of the persons who are to bepartners and manager(s) of the limited liability partnership. (3) If a person makes a statement under sub-section (1)(c) which he- (a) knows to be false, or (b) does not believe to be true, he shall be punishable under the Act.13 14. 9.Incorporation by Registration.(1) When the requirements imposed by clause (b) and (c) of sub-section (1)of section 8 have been complied with, the Registrar shall retain theincorporation document and, unless the requirement imposed byclause (a) of that sub-section has not been complied with, he shallwithin a period of 14 days-(a) register the incorporation document, and(b) give a certificate that the limited liability partnership isincorporated by the name specified in the incorporationdocument.(2) The Registrar may accept the statement delivered under clause (c) of sub-section (1) of section 8 as sufficient evidence that the requirement imposed by clause (a) of that sub-section has been complied with.(3) The certificate shall be signed by the Registrar and authenticated by his official seal.(4) The certificate is conclusive evidence that the requirements of sub-section 2 of section 8 are complied with and that the limited liability partnership is incorporated by the name specified in the incorporation document.10. Registered Office.(1) Every limited liability partnership shall have a registered office towhich all communications and notices may be addressed and wherethey shall be received.(2)A document may be served on a limited liability partnership or a partner or manager thereof by sending it by post under a certificate of posting or by registered post or by any other mode, which may be prescribed, or by leaving at its registered office.(3)A limited liability partnership may change the address of its registered office by lodging with the Registrar notice of such change in such manner and form as may be prescribed and any such change shall take effect only upon such lodgment.(4) A person guilty of an offence under sub-section (3) shall be punishableunder the Act.11. Powers.A limited liability partnership shall, by its name have the power of-(a) suing and being sued;(b) acquiring, owning, holding and developing or disposing ofproperty, both movable and immovable;(c) having a common seal; and(d) doing and suffering such other acts and things as bodiescorporate may lawfully do and suffer.12. Names of limited liability partnerships.14 15. (1) Every limited liability partnership shall have either the words limitedliability partnership or the acronym LLP as the last words of itsname.(2) No limited liability partnership shall be registered by a name which, inthe opinion of the Central Government is -(a)undesirable;(b)identical or too nearly resembles to that of any other limited liability partnership or body corporate or to a registered trade mark, or a trade mark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999.(3) A person may apply in the prescribed manner to the Registrar for thereservation 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.(4) Upon receipt of an application under sub-section (3) and on paymentof the prescribed fee, the Registrar may, if he is satisfied that thename to be reserved is not one which may be rejected on any groundreferred to in sub-section (2), reserve the name for a period of threemonths from the date of intimation by the Registrar.(5) Notwithstanding anything contained in this section, where the CentralGovernment is satisfied that a limited liability partnership has beenregistered (whether through inadvertence or otherwise and whetheroriginally or by a change of name) under a name which (a) is a name referred to in sub-section (2); or(b) so nearly resembles the name of any other limited liabilitypartnership or body corporate or other name as to be likely tobe mistaken for it, the Central Government may direct thelimited liability partnership to change its name, and the limitedliability partnership shall comply with the direction within threemonths after the date of the direction or such longer period asthe Central Government may allow.(6) Any person may apply, in a manner as may be prescribed, to theRegistrar to give a direction to any limited liability partnership, on aground referred to in sub-section (5), to change its name.(7) The Registrar shall not consider any application under sub-section (6)to give a direction to a limited liability partnership on the groundreferred to in sub-section (5) (b) unless the Registrar receives theapplication within twelve months from the date of registration of thelimited liability partnership under that name.(8) Any limited liability partnership which fails to comply with a directiongiven under sub-section (5) shall be punishable under the Act. 15 16. (9) Any limited liability partnership may change its name by lodging withthe Registrar notice of such change in such manner and form as maybe prescribed.13. Publication of name and limited liability.(1) Every limited liability partnership shall ensure that its invoices andofficial correspondence bear the following:(a)the name and registration number of the limited liability partnership; and(b)a statement that it is registered with limited liability.(2) Any limited liability partnership which contravenes sub-section (1)shall be punishable under the Act.Chapter IVPartnership14. Partner.(1) On the incorporation of a limited liability partnership its partners arethe persons who subscribed their names to the incorporationdocument.(2) Any other person may become a partner of a limited liabilitypartnership by and in accordance with an agreement with the existingpartners.15. Relationship of Partners.(1) Except as far as otherwise provided by this Act or any other enactment,the mutual rights and duties of the partners of a limited liabilitypartnership, and the mutual rights and duties of a limited liabilitypartnership and its partners, shall be governed by agreementbetween the partners, or between the limited liability partnership andits partners.(2) The contents as may be prescribed in Regulations and form part oflimited liability partnership agreement and any changes made thereinshall be filed with the Registrar in the manner and form as may beprescribed.(3) An agreement in writing made before the incorporation of a limitedliability partnership between the persons who subscribe their names tothe incorporation document may impose obligations on the limitedliability partnership as a pre-incorporation agreement, provided suchagreement is ratified by all the partners after the incorporation of thelimited liability partnership.(4) In the absence of agreement as to any matter, the mutual rights andduties of the partners and the mutual rights and duties of the limitedliability partnership and the partners shall be determined by anyprovision relating to that matter as is set out in the First Schedule. 16 17. 16.Cessation of partnership interest.(1) A person may cease to be a partner of a limited liability partnership inaccordance with an agreement with the other partners or, in the absence ofagreement with the other partners as to cessation of being a partner, bygiving 30 days notice to the other partners of his intention to resign aspartner.(2) A person may also cease to be a partner of a limited liability partnership byhis death or by dissolution of the limited liability partnership firm.(3) Where a person has ceased to be a partner of a limited liabilitypartnership, the former partner is to be regarded (in relation to anyperson dealing with the limited liability partnership) as still being apartner of the limited liability partnership unless- (a) the person has notice that the former partner has ceased to be a partner of the limited liability partnership, or (b) notice that the former partner has ceased to be a partner of the limited liability partnership has been delivered to the Registrar.(4) A partners disassociation from the limited liability partnership does not byitself discharge the partner from any obligation to the limited liabilitypartnership or to the other partners which he incurred while being a partner.(5) Where a partner of a limited liability partnership ceases to be a partner,unless otherwise provided in the limited liability partnership agreement, theformer partner or a person entitled to his share in consequence of the deathor insolvency of the former partner, shall be entitled to receive from thelimited liability partnership an amount (a)equal to the former partners capital contribution to the limited liability partnership and his right to share in the accumulated profits of the limited liability partnership after the deduction of losses of the limited liability partnership; and(b)determined as at the date the former partner ceased to be a partner. (6) For the avoidance of doubt, a former partner or a person entitled to his share in consequence of the death or insolvency of the former partner shall not interfere in the management of the limited liability partnership.17.Registration of changes in partners. (1) A limited liability partnership must ensure that- (a) where a person becomes or ceases to be a partner, notice is delivered to the Registrar within 30 days, and (b) where there is any change in the name or address of a partner, notice is delivered to the Registrar within 30 days. (2) A notice delivered under sub-section (1)- (a)shall be in a form as may be prescribed, and 17 18. (b)shall be signed by the manager of the limited liabilitypartnership and authenticated in a manner as may beprescribed, and, (c)if it relates to admission of partner, shall contain a statementby the incoming partner that he consents to becoming apartner, signed by him and authenticated in a manner as maybe prescribed.(3)If a limited liability partnership fails to comply with sub-section (1), the manager shall be punishable under the Act.(4)Any person who ceases to be a partner of a limited liability partnership may himself lodge with the Registrar the statement referred to in sub- section (2) if he has reasonable cause to believe that the limited liability partnership will not lodge the statement with the Registrar. Chapter VExtent and Limitation of Liability18. Partner as agent.Every partner of a limited liability partnership is the agent of the limitedliability partnership, but not of other partners.19. Extent of liability of the limited liability partnership.(1) A limited liability partnership is not bound by anything done by a partnerin dealing with a person if- (a)the partner in fact has no authority to act for the limited liabilitypartnership in doing a particular act, and (b)the person knows that he has no authority or does not know orbelieve him to be a partner of the limited liability partnership.(2)The limited liability partnership is liable if a partner of a limited liability partnership is liable to any person as a result of a wrongful act or omission on his part in the course of the business of the limited liability partnership or with its authority.(3)An obligation of the limited liability partnership whether arising in contract or otherwise, is solely the obligation of the limited liability partnership.(4) The liabilities of the limited liability partnership shall be met out of theproperty of the limited liability partnership.20Extent of liability of a partner.(1)A partner is not personally liable, directly or indirectly for an obligation referred to in sub-section (3) of section 19 solely by reason of being a partner of the limited liability partnership. 18 19. (2)Sub-section (3) of section 19 and sub-section (1) of this section shall not affect the personal liability of a partner for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership.21. Unlimited liability in case of fraud.(1)In the event of an act carried out by a limited liability partnership, or any of its partners, with intent to defraud creditors of the limited liability partnership or any other person, or for any fraudulent purpose, the liability of the parties shall be unlimited for all or any of the debts or other liabilities of the limited liability partnership.(2)Where any business is carried on with such intent or for such purpose as mentioned in sub-section (1), every person who was knowingly a party to the carrying on of the business in the manner aforesaid shall be punishable under the Act.22. Liability for personal acts.A partner shall have unlimited liability for his or her personal acts which arenot done for and on behalf of the limited liability partnership, and werecommitted in his or her personal capacity. Chapter VI Duties and Standards of Conduct23. Duties of Partners. A partner shall discharge his duties to the limited liability partnership and theother partners under this Act or under the partnership agreement andexercise any right consistent with the obligation of good faith.24. Gene ral Standards of Partners Conduct.(1)The fiduciary duties that a partner has to the limited liability partnership and the other partners are the duties of loyalty and due care as specified under sub-section (2) and (3).(2)A partners duty of loyalty to the limited liability partnership shall include: (a)to account to the limited liability partnership and hold astrustee for it any property, profit, or benefit derived by thepartner in the conduct and winding up of the limited liabilitypartnerships activities or derived from a use by the partnerof limited liability partnership property, including theappropriation of a limited liability partnership opportunity; (b)to refrain from competing with the limited liability partnershipin the conduct or winding up of the limited liabilitypartnerships activities; and 19 20. (c)refrain from dealing with the limited liability partnership in theconduct or winding up of the limited liability partnershipsactivities as or on behalf of a party having an interest adverseto the limited liability partnership.(3)A partners duty of due care to the limited liability partnership and the other partners in the conduct and winding up of the limited liability partnerships activities is to refrain from engaging in grossly negligent or reckless conduct and from contravening any of the provisions of this Act and any other law for the time being in force. Chapter VIIContributions25. Form of Contribution.A contribution of a partner may consist of tangible or intangible property orother benefit to the limited liability partnership, including money, servicesperformed, promissory notes, other agreements to contribute cash orproperty, and contracts for services performed or to be performed.26. Liability for Contribution.(1) A partners obligation to contribute money or other property or other benefit or to perform services for a limited liability partnership shall be as per the partnership agreement.(2)A creditor of a limited liability partnership, which extends credit or otherwise acts in reliance on an obligation described in that agreement, without notice of any compromise under t h i s sub-section, may enforce the original obligation against such partner.Chapter VIIIFinancial Disclosures27. Maintenance of records.(1) The limited liability partnership shall maintain proper books of accountsrelating to its affair for each year of its existence on accrual basis andaccording to the double entry system of accounting, and shall maintain thesame at its registered office for a period as may be prescribed.(2) If default is made in complying with sub-section (1), the manager shall bepunishable under the Act.28. Annual declaration of solvency.(1)Every limited liability partnership shall lodge with the Registrar a declaration by its manager that in his opinion, the limited liability partnership either (a)appears as at that date to be able to pay its debts as theybecome due in the normal course of business; or (b)does not appear as at that date to be able to pay its debts asthey become due in the normal course of business. 20 21. (2)The declaration referred to in sub-section (1) shall be lodged not later than 15 months after the registration of the limited liability partnership and subsequently once in every financial year at intervals of not more than 15 months.(3)Notwithstanding sub-section (2), the Registrar may, on application by a limited liability partnership and if he thinks fit, grant an extension of time for the lodging of the declaration referred to in sub-section (1).(4)If a limited liability partnership fails to lodge the declaration referred to in sub-section (1) within the time or extended time referred to in sub- sections (2) and (3), the manager shall be punishable under the Act.(5)A manager who makes a declaration referred to in sub-section (1) (a) without having reasonable grounds for his opinion, shall be punishable under the Act; and(6)Any person who, in connection with a declaration made under this section, makes a statement or furnishes information (whether directly or indirectly) to a manager that is false or misleading in a material particular, when he knows or ought reasonably to have known that the statement or information is false or misleading in a material particular, shall be punishable under the Act .(7)If an offence under this section is committed with an intent to defraud creditors of the limited liability partnership or for a fraudulent purpose, the offender shall be punishable under the Act .29. Power of Registrar to obtain further information.(1)In order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar may (a)require any present or former partner or manager of a limitedliability partnership to answer any question in writing which theRegistrar may consider necessary to ask for the purposesspecified in this sub-section; or (b)summon that person to appear before him or an inspector orany other public officer whom the Registrar may designate toanswer any such question orally.(2)The Registrar may further require the person referred to in sub-section (1) to make such further declaration or supply such further particulars as the Registrar may require.(3)Any person who, without lawful excuse, fails to comply with any summons or requisition of the Registrar under this section shall be punishable under the Act.30. Penalty for providing false information to the Registrar.Any person who makes any statement or furnishes any information to theRegistrar under the provisions of this Act which is false in any material 21 22. particular or by reason of the omission of any material particular and whichhe either knows or has reason to believe is false, shall be punishable underthe Act.31. Composition of offences.(1)The Central Government may, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum which may extend to the amount of the maximum fine that is prescribed for the offence, or a sum prescribed under the Act, whichever is lower.(2)The Central Government may make regulations to prescribe the offences which may be compounded.32. Destruction of old records.The Registrar may destroy any document lodged, filed or registered with theRegistrar and which has been microfilmed or converted to electronic form if inhis opinion it is no longer necessary or desirable to retain the document.33. Enforcement of duty to make returns.(1)If any person is in default in complying with (a) any provision of this Act or of any other law which requires the lodging or filing in any manner with the Registrar of any return, account or other document or the giving of notice to him of any matter; or (b) any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document, and fails to make good the default within 14 days after the service on the person of a notice requiring it to be done, Tribunal may, on application by the Registrar, make an order directing that person or (if that person is a corporation) any officer of the body corporate to make good the default within such time as is specified in the order.(2)Any such order may provide that all the costs of and incidental to the application shall be borne by that person or by any officer of the body corporate who is responsible for the default if that person is a body corporate.(3)Nothing in this section shall limit the operation of any other provision of this Act or any written law imposing penalties (in respect of any default referred to in this section) on that person or an officer of a body corporate if that person is a body corporate.34. Keeping of limited liability partnership records.(1) A limited liability partnership shall take reasonable precautions to maintainthe records it is required to maintain under sub-section (1) of section 27in such a manner so as to(a) prevent loss or destruction thereof;22 23. (b)prevent falsification of entries;(c)facilitate detection and correction of inaccuracies.(2) If a default is made in complying with sub-section (1), the manager shall bepunishable under the Act. Chapter IXTaxation35. Income Tax and Capital Gains.(1) For the purposes of taxation, any activity carried on by a limitedliability partnership with a view to profit shall be treated as carriedon in partnership by its partners (and not by the limited liabilitypartnership as such) and, accordingly, the property of the limitedliability partnership shall be treated for those purposes as property ofthe partners.(2) Where a limited liability partnership carries on a trade or business witha view to profit- (a) assets held by the limited liability partnership shall be treated for the purposes of tax in respect of capital gains as held by its partners; and (b) any dealings by the limited liability partnership shall be treated for those purposes as dealings by its partners in partnership (and not by the limited liability partnership as such), in respect of capital gains accruing to the partners of the limited liability partnership on the disposal of any of its assets shall be assessed and charged on them separately. Chapter XAssignment and Transfer of Partnership Rights36. Partners transferable interest.A partners economic rights in the limited liability partnership are freelytransferable in accordance with section 37. Non-economic rights of a partnerare not transferable unless specified by the limited liability partnershipagreement.37. Transfer of partners transferable interest.A transfer in whole or in part of a partners transferable interest is permissibleand does not by itself cause the partners disassociation or a dissolution andwinding up of the limited liability partnerships activities and does not entitlethe assignee to participate in the management or conduct of the limitedliability partnerships activities, nor access information concerning thelimited liability partnerships transactions. Chapter XIInvestigation23 24. 38. Investigation of the affairs of a limited liability partnership. (1) The Central Government may appoint one or more inspectors to investigate the affairs of an LLP and to report on them in such manner as it may direct. (2) The appointment shall be made if, Tribunal, either suo moto, or on an application received from not less than one fifth partners of LLP, by order, declares that the affairs of LLP ought to be investigated; (3) The appointment may be made:-(a) on the basis of the report of the Registrar to the effect that theaffairs of LLP ought to be investigated;(b) on the application (alongwith supporting evidence and security amount as may be prescribed) of not less than one fifth of total number of partners of LLP;(c) if LLP, by a resolution passed, declares that the affairs of theLLP ought to be investigated; and(d) if in the opinion of the Central Government/Tribunal, there arecircumstances suggesting (i) that the business of the limited liability partnership is being conducted with an intent to defraud its creditors, partners or any other persons, or otherwise for a fraudulent or unlawful purpose, or in a manner oppressive or unfairly prejudicial to some or any of its partners,orthatthelimited liability partnership was formed for any fraudulent or unlawful purpose; (ii)that the partners of LLP have been guilty of fraud, misfeasance or other misconduct towards the limited liability partnership or towards any of its partners; or (iii) that the partners of the limited liability partnership have not been given all the information with respect to its affairs which they might reasonably expect, including information relating to the remuneration payable to a manager of the limited liability partnership.39. Application by partners to be supported by evidence and power tocall for security.An application by partners of the limited liability partnership shall besupported by such evidence as the Tribunal may require for the purposeof showing that the applicants have good reason for requiring theinvestigation; and the Central Government may, before appointing an 24 25. inspector, require the applicants to give security, for such amount as may be prescribed, for payment of the costs of the investigation.40.Firm, body corporate or association not to be appointed asinspector. No firm, body corporate or other association shall be appointed as an inspector.41.Power of inspectors to carry investigation into affairs of related entities, etc. (1)If an inspector appointed by the Central Government to investigatethe affairs of the limited liability partnership thinks it necessary forthe purposes of his investigation to investigate also the affairs ofan entity which has been associated in the past or is presentlyassociated with the limited liability partnership or any present orformer partner or manager of the limited liability partnership, theinspector shall have the power to do so and shall report on theaffairs of the other entity or partner or manager, so far as hethinks that the results of his investigation thereof are relevant tothe investigation of the affairs of the limited liability partnership. (2)In the case of any entity or partner or manager referred to in sub-section (1), the inspector shall not exercise his power ofinvestigating into, and reporting on, its or his affairs without firsthaving obtained the prior approval of the Central Governmentthereto:Provided that before according approval under this sub-section,the Central Government shall give the entity or partner ormanager a reasonable opportunity to show cause why suchapproval should not be accorded.42. Production of documents and evidence. (1)It shall be the duty of the manager and partners of the limitedliability partnership, -(a)to preserve and to produce to an inspector or any person authorised by him in this behalf with the previous approval of the Central Government, all books and papers of, or relating to, the limited liability partnership or, as the case may be, or of relating to the other entity, which are in their custody or power; and(b)otherwise to give to the inspector all assistance in connection with the investigation which they are reasonably able to give. (2)The inspector may, with the previous approval of the CentralGovernment, require any entity other than an entity referred to insub-section (1) to furnish such information to, or produce suchbooks and papers before, him or any person authorised by him inthis behalf with the previous approval of that Government as hemay consider necessary if the furnishing of such information or the 25 26. production of such books and papers is relevant or necessary for the purposes of his investigation. (3) The inspector may keep in his custody any books and papers produced under sub-section (1) or sub-section (2) for six months and thereafter shall return the same to the limited liability partnership, other entity or individual by whom or on whose behalf the books and papers are produced: Provided that the inspector may call for the books and papers if they are needed again: Provided further that if certified copies of the books and papers produced under sub-section (2) are furnished to the inspector, he shall return those books and papers to the entity or person concerned. (4) An inspector may examine on oath (a)any of the persons referred to in sub-section (1) ; and (b)with the previous approval of the Central Government, anyother person, in relation to the affairs of the LLP, as thecase may be ; and may administer an oath accordingly andfor that purpose may require any of those persons toappear before him personally. (5) If any person fails without reasonable cause or refuses (a)to produce to an inspector or any person authorised by himin this behalf with the previous approval of the CentralGovernment any book or paper which it is his duty undersub-section (1) or sub-section (2) to produce ; or (b)to furnish any information which it is his duty under sub-section (2) to furnish ; or (c)to appear before the inspector personally when required todo so under sub-section (4) or to answer any questionwhich is put to him by the inspector in pursuance of thatsub-section ; or (d)to sign the notes of any examination, he shall be punishable under the Act. (6) Notes of any examination under sub-section (4) shall be taken down in writing and shall be read over to or by, and signed by, the person examined, and may thereafter be used in evidence against him.43.Seizure of documents by inspector. (1) Where in the course of investigation, the inspector has reasonable gro und to believe that the books and papers of, or relating to, limited liability partnership or other entity or partner or manager of such limited liability partnership may be destroyed, mutilated, altered, falsified or secreted, the inspector may make an application to the Magistrate of First Class or, as the case may be,26 27. the Metropolitan Magistrate, having jurisdiction for an order for theseizure of such books and papers. (2)After considering the application and hearing the inspector, ifnecessary, the Magistrate may by order authorise the inspector(a) to enter, with such assistance, as may be required, the placeor places where such books and papers are kept ;(b) to search that place or those places in the manner specified inthe order ; and(c) to s eize books and papers he considers necessary for thepurposes of his investigation. (3)The inspector shall keep in his custody the books and papersseized under this section for such period not later than theconclusion of the investigation as he considers necessary andthereafter shall return the same to the concerned entity or personfrom whose custody or power they were seized and inform theMagistrate of such return:Provided that the inspector may, before returning such books andpapers as aforesaid, place identification marks on them or any partthereof. (4)Save as otherwise provided in this section, every search or seizuremade under this section shall be carried out in accordance with theprovisions of the Code of Criminal Procedure, 1898, relating tosearches or seizures made under that Code.44. Inspectors report. (1)The inspectors may, and if so directed by the Central Governmentshall, make interim reports to that Government, and on theconclusion of the investigation, shall make a final report to theCentral Government. Any such report shall be written or printed,as the Central Government may direct. (2)The Central Government(a) shall forward a copy of any report (other than an interimreport) made by the inspectors to the limited liability partnershipat its registered office, and also to any other entity or person dealtwith or related to the report;(b) may, if it thinks fit, furnish a copy thereof, on request and onpayment of the prescribed fee, to any person or entity related toor affected by the report;(c) may also cause the report to be published.45. Prosecution. If, from the report it appears to the Central Government that any person in relation to the limited liability partnership or in relation to any other entity whose affairs have been investigated, been guilty of any offence for which he is liable, the Central Government may, after taking such legal advice as it thinks fit, prosecute such person(s) for the offence; and it shall be the duty of all partners, manager and other employees and 27 28. agents of the limited liability partnership or other entity, as the case maybe, to give the Central Government all assistance in connection with theprosecution which they are reasonably able to give.46. Application for winding up of limited liability partnership or otherentity.If any such limited liability partnership or other entity is liable to bewound up under this Act or any other legislation for the time being inforce, and it appears to the Central Government from any such report asaforesaid that it is expedient to do so by reason of any suchcircumstances as are referred to in sub-clause (i) or (ii) of clause (d) ofsub-section (3) of section 38, the Central Government may, unless thelimited liability partnership or entity is already being wound up by theTribunal cause to be presented to the Tribunal by any person authorisedby the Central Government in this behalf, a petition for the winding up ofthe limited liability partnership or entity on the ground that it is just andequitable that it should be wound up.47.Proceedings for recovery of damages or property.(1)If from any such report as aforesaid, it appears to the Central Government that proceedings ought, in the public interest, to be brought by the limited liability partnership or any entity whose affairs have been investigated, (a) for the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation, or the management of the affairs, of such limited liability partnership or such other entity; or (b) for the recovery of any property of such limited liability or such other entity, which has been misapplied or wrongfully retained; the Central Government may itself bring proceedings for that purpose in the name of such limited liability partnership or such other entity.(2)The Central Government shall indemnify such limited liability partnership or such other entity against any costs or expenses incurred by it in, or in connection with, any proceedings brought by virtue of sub-section (1).48.Expenses of investigation.(1)The expenses of and incidental to an investigation by an inspector appointed by the Central Government under this Act shall be defrayed in the first instance by the Central Government; but the following persons shall, to the extent mentioned below, be liable to reimburse the Central Government in respect of such expenses: (a) any person who is convicted on a prosecution, or who is ordered to pay damages or restore any property in proceedings brought by virtue of section 47, may, in the same proceedings, be ordered to pay the said expenses to such extent as may be specified by the Tribunal convicting28 29. such person, or ordering him to pay such damages or restore such property, as the case may be; (b) any entity in whose name proceedings are brought as aforesaid shall be liable, to the extent of the amount or value of any sums or property recovered by it as a result of the proceedings ; and (c) unless, as a result of the investigation, a prosecution is instituted in pursuance of section 45, (i) any entity, a partner or manager or any other person dealt with by the report of the inspector shall be liable to reimburse the Central Government in respect of the whole of the expenses, unless and except in so far as, the Central Government otherwise directs; and (ii)the applicants for the investigation, where the inspector was appointed in pursuance of the provisions of sub-section (2) of section 38, shall be liable to such extent, if any, as the Central Government may direct.(2)Any amount for which a limited liability partnership or other entity is liable by virtue of clause (b) of sub-section (1) shall be a first charge on the sums or property mentioned in that clause.(3)The amount of expenses in respect of which any limited liability partnership, entity, a partner or manager or any other person is liable under sub-clause (i) of clause (c) of sub-section (1) to reimburse the Central Government shall be recoverable as an arrear of land revenue.(4)For the purposes of this section, any costs or expenses incurred by the Central Government or in connection with proceedings brought by virtue of section 47 (including expenses incurred by virtue of sub-section (2) thereof) shall be treated as expenses of the investigation giving rise to the proceedings.49. Inspectors report to be evidence.A copy of any report of any inspector or inspectors appointed under thisAct, authenticated in such manner, if any, as may be prescribed, shall beadmissible in any legal proceeding as evidence of the opinion of theinspector or inspectors in relation to any matter contained in the report.Chapter XII Conversion to Limited Liability Partnership50. Conversion from firm to limited liability partnership.The provisions of the Second Schedule shall apply to the conversion fromfirm to a limited liability partnership.51. Conversion from private company to limited liability partnership.The provisions of the Third Schedule shall apply to the conversion fromprivate company and unlisted public company to a limited liabilitypartnership.29 30. 52. Conversion from unlisted public company to limited liabilitypartnership.The provisions of the Fourth Schedule shall apply to the conversion fromunlisted public company to a limited liability partnership. Chapter XIII Foreign Limited Liability Partnership53. Foreign Limited Liability Partnership.Regulations shall make provision regarding a foreign limited liabilitypartnership.Chapter XIVAmalgamation, Merger and Demerger of Limited Liability Partnerships54. Amalgamation, Merger and Demerger of Limited LiabilityPartnerships.Regulations shall make provision about the amalgamation, merger anddemerger of limited liability partnerships. Chapter XVWinding Up and Dissolution55. Winding Up and Dissolution.(1)The winding up of a limited liability partnership may be either voluntary or by the Tribunal.(2)Regulations shall make provision about the winding up and dissolution of limited liability partnerships.(2)Regulations may make other provisions about the winding up and dissolution of limited liability partnerships, and provision about the winding up and dissolution of foreign limited liability partnerships.Chapter XVI Miscellaneous56.Business Transactions of Partner with Partnership.A partner may lend money to and transact other business with the limitedliability partnership and has the same rights and obligations with respect tothe loan or other transactions as a person who is not a partner.57. Application of Company Law etc.The Central Government may direct that any of the provisions of theCompanies Act, 1956 or any other enactment as may be prescribed: - (a)shall apply to any limited liability partnership; or (b)shall apply to any limited liability partnership with suchexception, modification and adaptation as may be prescribed.30 31. 58. Electronic filing service.(1)The Registrar may require any document to be lodged under this Act to be filed electronically with the Registrar using the service provided by the Registrar whereby documents under this Act may be filed with or submitted to the Registrar electronically.(2)Where any document is required to be filed with or submitted to the Registrar electronically by any person using the service referred to in sub-section (1), the Registrar may allow the document to be filed or submitted by a prescribed person on behalf of the first-mentioned person, subject to such conditions as may be imposed from time to time by the Registrar on the prescribed person.(3)Where the Registrar provides a service whereby documents required under this Act may be filed electronically with the Registrar, the Registrar and its officers or employees shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however caused appearing in any document obtained by any person under the service, if the error or omission (a) is made in good faith and in the ordinary course of the discharge of the duties of such officers or employees; or (b) has occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service.(4)A copy of or an extract from any document electronically filed with or submitted to the Registrar using the service referred to in sub-section (1) which is supplied or issued by the Registrar and certified through digital signature to be a true copy of or extract from such document shall, in any proceedings, be admissible in evidence as of equal validity with the original document.(5)Any information supplied by the Registrar that is certified by the Registrar through digital signature to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in sub-section (1) shall, in any proceedings, be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.(6)Sub-sections (4) and (5) shall have effect notwithstanding the provisions of any other written law.59. Penalty.Penalty for the violation of various provisions of this Act shall be as specifiedin the Fifth Schedule.60. Application of other laws not barred.The provisions of this Act shall be in addition to, and not in derogation of, theprovisions of any other law for the time being in force.31 32. 61. Power to make Regulations.(1)The Central Government may, by notification, make regulations consistent with this Act in order to carry out the purposes of the Act.(2)Every regulation made under this Act 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 regulation, or both Houses agree that the regulation should not be made, the regulation 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 shall be without prejudice to the validity of anything previously done under that regulation.62. 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.(2)Every order made under this section shall be laid, as soon as may be after it is made, before each House of Parliament.63. Power of Registrar to strike defunct limited liability partnership offregister.(1) Where the Registrar has reasonable cause to believe that a limited liabilitypartnership is not carrying on business or in operation, he shall write a letterto the limited liability partnership inquiring whether the limited liabilitypartnership is carrying on business or in operation.(2) If the Registrar does not within one month of sending the letter receive anyanswer thereto, he shall, within fourteen days after the expiry of the month,send to the limited liability partnership by post a registered letter referring tothe first letter, and stating that no answer thereto has been received andthat, if an answer is not received to the second letter within one month fromthe date thereof, a notice will be published in the Official Gazette with a viewto striking the name of the limited liability partnership off the register.(3) If the Registrar either receives an answer from the limited liability partnershipto the effect that it is not carrying on business or in operation, or does notwithin one month after sending the second letter receive any answer, he maypublish in the Official Gazette, and send to the limited liability partnership byregistered post, a notice that, at the expiration of three months from the dateof that notice, the name of the limited liability partnership mentioned thereinwill, unless cause is shown to the contrary, be struck off the register and thelimited liability partnership will be dissolved.(4) If, in any case where a limited liability partnership is being wound-up, theRegistrar has reasonable cause to believe either that no liquidator is acting, orthat the affairs of the limited liability partnership have been completely 32 33. wound-up, and any returns required to be made by the liquidator have notbeen made for a period of six consecutive months, the Registrar shall publishin the Official Gazette and send to the limited liability partnership or theliquidator, if any, a like notice as is provided in sub-section (3).(5) At the expiry of the time mentioned in the notice referred to in sub-section(3) or (4), the Registrar may, unless cause to the contrary is previouslyshown by the limited liability partnership, strike its name off the register, andshall publish notice thereof in the Official Gazette; and on the publication inthe Official Gazette of this notice, the limited liability partnership shall standdissolved.(6) If a limited liability partnership, or any partner, manager or creditor thereof,feels aggrieved by the limited liability partnership having been struck off theregister, the Tribunal, on an application made by the limited liabilitypartnership, partner, manager or creditor before the expiry of twenty yearsfrom the publication in the Official Gazette of the notice aforesaid, may, ifsatisfied that the limited liability partnership was, at the time of the strikingoff, carrying on business or in operation or otherwise that it is just that thelimited liability partnership be restored to the register, order the name of thelimited liability partnership to be restored to the register; and the Tribunalmay, by the order, give such directions and make such provisions as seemjust for placing the limited liability partnership and all other persons in thesame position as nearly as may be as if the name of the limited liabilitypartnership had not been struck off.(7) Upon a certified copy of the order under sub-section (6) being delivered tothe Registrar for registration, the limited liability partnership shall be deemedto have continued in existence as if its name had not been struck off.64. Offences by limited liability partnerships.Where an offence under this Act committed by a limited liability partnership isproved (a)to have been committed with the consent or connivance of a partner(s) or manager of the limited liability partnership; or(b)to be attributable to any neglect on the part of the partner(s) or manager of that limited liability partnership, the partner(s) or manager 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.65. Jurisdiction of the Tribunal.Notwithstanding any provision to the contrary in any Act for the time being inforce, the Tribunal shall have jurisdiction to try any offence under this Act andshall have power to impose the penalty or punishment in respect of theoffence.66. General penalties.Any person guilty of an offence under this Act for which no penalty isexpressly provided shall be liable to a fine which may extend to a sum as maybe prescribed under the Act. 33 34. FIRST SCHEDULE DEFAULT PROVISIONS FOR LIMITED LIABILITYPARTNERSHIPS1.The mutual rights and duties of the partners and the mutual rights and dutiesof the limited liability partnership and the partners shall be determined,subject to the terms of any limited liability partnership agreement, by theprovisions in this Schedule.2.All the partners of a limited liability partnership are entitled to share equallyin the capital, profits and losses of the limited liability partnership.3.The limited liability partnership must indemnify each partner in respect ofpayments made and personal liabilities incurred by him (a) in the ordinary and proper conduct of the business of the limited liabilitypartnership; or(b) in or about anything necessarily done for the preservation of the businessor property of the limited liability partnership.4.Every partner may take part in the management of the limited liabilitypartnership.5.No partner shall be entitled to remuneration for acting in the business ormanagement of the limited liability partnership.6.No person may be introduced as a partner without the consent of all existingpartners.7.Any matter or issue relating to the limited liability partnership shall bedecided by resolution passed by a majority in number of the partners, and forthis purpose, each partner shall have one vote. However, no change may bemade in the nature of business of the limited liability partnership without theconsent of all the members.8.Each partner shall render true accounts and full information of all thingsaffecting the limited liability partnership to any partner or his legalrepresentatives.9.If a partner, without the consent of the limited liability partnership, carries onany business of the same nature as and competing with the limited liabilitypartnership, he must account for and pay over to the limited liabilitypartnership all profits made by him in that business.10. Every partner must account to the limited liability partnership for any benefitderived by him without the consent of the limited liability partnership fromany transaction concerning the limited liability partnership, or from any useby him of the property, name or any business connection of the limitedliability partnership.11. No majority of the partners can expel any partner unless a power to do so hasbeen conferred by express agreement between the partners. 34 35. SECOND SCHEDULE - CONVERSION FROM FIRM TO LIMITED LIABILITYPARTNERSHIP1. Interpretation. (1)A firm may convert to a limited liability partnership by complying withthe requirements as to the conversion set out in this Schedule. (2)Upon such conversion, the partners of the firm shall be bound by theprovisions of this schedule that are applicable to them. (3)The Central Government may, by order published in the Gazette,amend, add to or vary the provisions of this Schedule. (4)In this paragraph, convert, in relation to a firm converting to alimited liability partnership, means a transfer of the property, assets,interests, rights, privileges, liabilities, obligations and the undertakingof the firm to the limited liability partnership in accordance with theprovisions of this Schedule.2. Eligibility for conversion. A firm may apply to convert to a limited liability partnership in accordance with this Schedule if and only if the partners of the limited liability partnership to which the firm is to be converted, comprises all the partners of the firm and no one else.3. Statements to be lodged. A firm may apply to convert to a limited liability partnership by lodging with the Registrar (a) a statement by all of its partners in such medium and form as the Registrar may prescribe containing the following particulars: (i) the name and registration number (if applicable) of the firm; and (ii) the date on which the firm was registered under the Partnership Act,1932 or any written law (if applicable); and (b) incorporation document and statement referred to in section 8.4. Registration of conversion. On receiving the documents referred to in paragraph 3, 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.5. Registrar may refuse to register. (1) Nothing in this Schedule shall be construed 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. 35 36. (2) The Registrar may, in any particular case, require the documentsreferred to in paragraph 3 to be verified in such manner as the Registrarconsiders fit.6.Effect of registration.On and from the date of registration specified in the certificate of registrationissued 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 movable and immovable 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 Partnership Act, 1932 removed from the records maintained under that Act.7.Registration in relation to property.If any property to which paragraph 6 ( applies is registered with anyb)authority, the limited liability partnership shall as soon as practicable after thedate of registration, take all necessary steps as required by the relevantauthority to notify the authority of the conversion and of the particulars of thelimited liability partnership in such medium and form as the authority mayprescribe.8.Pending proceedings.All proceedings by or against the firm which are pending on the date ofregistration may be continued, completed and enforced by or against thelimited liability partnership.9.Continuance of conviction, ruling, order or judgment.Any conviction, ruling, order or judgment in favour of or against the firm maybe enforced by or against the limited liability partnership.10. Existing agreements.Every agreement to which the firm was a party immediately before the dateof registration, whether or not of such nature that the rights and liabilitiesthereunder could be assigned, shall have effect as from that day as if (a) the limited liability partnership were a party to such an agreement insteadof the firm; and(b) for any reference to the firm, there were substituted in respect ofanything to be done on or after the date of registration a reference to thelimited liability partnership.36 37. 11. Existing contracts, etc.All deeds, contracts, schemes, bonds, agreements, applications, instrumentsand arrangements subsisting immediately before the date of registrationrelating to the firm or to which the firm is a party, shall continue in force onand after that date as if they relate to the limited liability partnership andshall be enforceable by or against the limited liability partnership as if thelimited liability partnership were named therein or were a party theretoinstead of the firm.12. Continuance of employment.Every contract of employment to which paragraph 10 or 11 applies shallcontinue in force on or after the date of registration as if the limited liabilitypartnership were the employer thereunder instead of the firm.13. 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.14. Application of paragraphs 6 to 13.Paragraphs 6 to 13 shall not apply to any approval, permit or licence issuedunder any written law to the firm which is in force immediately before thedate of registration of the limited liability partnership.15. Partner liable for liabilities and obligations of firm before conversion.(1)Notwithstanding paragraphs 6 to 13, every partner of a firm that has converted to 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.16. Notice of conversion in correspondence.(1)The limited liability partnership shall ensure that for a period of 12 months commencing not later than 14 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 to a limited liability partnership; and 37 38. (b) the name and registration number (if applicable) of the firm fromwhich it was converted.(2) Any limited liability partnership which contravenes sub-paragraph (1)shall be punishable under the Act.38 39. THIRD SCHEDULE CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITYPARTNERSHIP1. Interpretation. (1)In this Schedule (a) "company" means a private company as defined under Section 3(1) (iii) of the Companies Act, 1956;(b) "convert" in relation to a private company converting to a limitedliability partnership, means a transfer of the property, assets,interests, rights, privileges, liabilities, obligations and theundertaking of the private company to the limited liabilitypartnership in accordance with this Schedule. (2)A private company may convert to a limited liability partnership bycomplying with the requirements as to the conversion set out in thisSchedule. (3)Upon such conversion, the private company, its shareholders, thelimited liability partnership to which the private company hasconverted and the partners of that limited liability partnership shall bebound by the provisions of this Schedule that are applicable to them. (4)The Central Government may, by order published in the Gazette,amend, add to or vary the provisions of this Schedule.2. Eligibility for conversion. A company may apply to convert to 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 comprises all the shareholders of the company and no one else.3. Statements to be lodged. A company may apply to convert to a limited liability partnership by lodging with the Registrar (a) a statement by all its shareholders in such medium and form as the Registrar may prescribe containing the following particulars: (i) the name and registration number of the company; and (ii) the date on which the company was incorporated under theCompanies Act, 1956; and (b) incorporation document and statement referred to in section 8.4. Registration of conversion. On receiving the documents referred to in paragra ph 3, 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.39 40. 5.Registrar may refuse to Register.(1) Nothing in this Schedule shall be construed to require the Registrar toregister any limited liability partnership if he is not satisfied with theparticulars or other information furnished under the provisions of thisAct.(2)The Registrar may, in any particular case, require the documentsreferred to in paragraph 3 to be verified in such manner as the Registrarconsiders fit.6.Effect of registration.On and from the date of registration specified in the notice of registrationissued under paragraph 4 (a) there shall be a limited liability partnership by the name specified in thecertificate of registration registered under this Act;(b) all movable and immovable property vested in the company, all assets,interests, rights, privileges, liabilities, obligations relating to thecompany and the whole of the undertaking of the company shall betransferred to and shall vest in the limited liability partners hip withoutfurther assurance, act or deed; and(c) the company shall be deemed to be dissolved and removed from therecords of the Registrar of Companies.7.Registration in relation to property.If any property to which paragraph 6 (b) applies is registered with anyauthority, the limited liability partnership shall as soon as practicable after thedate of registration, take all necessary steps as required by the relevantauthority to notify the authority of the conversion and of the particulars of thelimited liability partnership in such medium and form as the authority maydetermine.8.Pending proceedings.All proceedings by or against the company which are pending on the date ofregistration may be continued, completed and enforced by or against thelimited liability partnership.9.Continuance ofconviction,ruling,order or judgment.Any conviction, ruling, order or judgment in favour of or against the companymay be enforced by or against the limited liability partnership.10. Existing agreements.Every agreement to which the company was a party immediately before thedate of registration, whether or not of such nature that the rights andliabilities thereunder could be assigned, shall have effect as from that day asif (a) the limited liability partnership were a party to such an agreement insteadof 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.40 41. 11. Existing contracts, etc.All deeds, contracts, schemes, bonds, agreements, applications, instrumentsand arrangements subsisting immediately before the date of registrationrelating to the company or to which the company is a party shall continue inforce on and after that date as if they relate to the limited liability partnershipand shall be enforceable by or against the limited liability partnership as if thelimited liability partnership were named therein or were a party theretoinstead of the company.12. Continuance of employment.Every contract of employment to which paragraph 10 or 11 applies shallcontinue in force on or after the date of registration as if the limited liabilitypartnership 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.Paragraphs 6 to 13 shall not apply to any approval, permit or licence issuedunder any written law to the company which is in force immediately beforethe date of registration of the limited liability partnership.15. Notice of conversion in correspondence.(1) The limited liability partnership shall ensure that for a period of 12 months commencing not later than 14 days after the date of registration, everyofficial correspondence of the limited liability partnership bears the following: (a) a statement that it was, as from the date of registration, converted from a company to 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 sub-paragraph (1)shall be punishable under the Act.41 42. FOURTH SCHEDULE CONVERSION FROM UNLISTED PUBLIC COMPANY TO LIMITED LIABILITYPARTNERSHIP1.Interpretation.(1)In this Schedule (a) "company" mean