The Limited Liability Partnership Act (LLP), 2008 – Bare Act

The Limited Liability Partnership Act, 2008

Chapter-I Preliminary

Section-1 Short title, extent and commencement
Section-2 Definitions

Chapter-II Nature of Limited Liability Partnership

Section-3 Limited liability partnership to be body corporate
Section-4 Non-applicability of the Indian Partnership Act, 1932
Section-5 Partners
Section-6 Minimum number of partners
Section-7 Designated partners
Section-8 Liabilities of designated partners
Section-9 Changes in designated partners
Section-10 Punishment for contravention of sections 7, 8 and 9

Chapter-III Incorporation of Limited Liability Partnership and Matters Incidental Thereto

Section-11 Incorporation document
Section-12 Incorporation by registration
Section-13 Registered office of limited liability partnership and change therein
Section-14 Effect of registration
Section-15 Name
Section-16 Reservation of name
Section-17 Rectification of name of limited liability partnership
Section-18 Application for direction to change name in certain circumstances
Section-19 Change of registered name
Section-20 Penalty for improper use of words “limited liability partnership” or “LLP”
Section-21 Publication of name and limited liability

Chapter-IV Partners and their Relations

Section-22 Eligibility to be partners
Section-23 Relationship of partners
Section-24 Cessation of partnership interest
Section-25 Registration of changes in partners

Chapter-V Extent and Limitation of  Liability of Limited Liability Partnership and Partners

Section-26 Partner as agent
Section-27 Extent of liability of limited liability partnership
Section-28 Extent of liability of partner
Section-29 Holding out
Section-30 Unlimited liability in case of fraud
Section-31 Whistle blowing

Chapter-VI Contributions

Section-32 Form of contribution
Section-33 Obligation to contribute

Chapter-VII Financial Disclosures

Section-34 Maintenance of books of account, other records and audit, etc.
Section-34A Accounting and auditing standards
Section-35 Annual return
Section-36 Inspection of documents kept by Registrar
Section-37 Penalty for false statement
Section-38 Power of Registrar to obtain information
Section-39 Compounding of offences
Section-40 Destruction of old records
Section-41 Enforcement of duty to make returns, etc.

Chapter-VIII Assignment and Transfer of Partnership Rights

Section-42 Partner’s transferable interest

Chapter-IX Investigation

Section-43 Investigation of the affairs of limited liability partnership
Section-44 Application by partners for investigation
Section-45 Firm, body corporate or association not to be appointed as inspector
Section-46 Power of inspectors to carry out investigation into affairs of related entities, etc.
Section-47 Production of documents and evidence
Section-48 Seizure of documents by inspector
Section-49 Inspector’s report
Section-50 Prosecution
Section-51 Application for winding up of limited liability partnership
Section-52 Proceedings for recovery of damages or property
Section-53 Expenses of investigation
Section-54 Inspector’s report to be evidence

Chapter-X Conversion into Limited Liability Partnership

Section-55 Conversion from firm into limited liability partnership
Section-56 Conversion from private company into limited liability partnership
Section-57 Conversion from unlisted public company into limited liability partnership
Section-58 Registration and effect of conversion

Chapter-XI Foreign Limited Liability Partnerships

Section-59 Foreign limited liability partnerships

Chapter-XII Compromise, Arrangement or Reconstruction of Limited Liability Partnerships

Section-60 Compromise, or arrangement of limited liability partnerships
Section-61 Power of Tribunal to enforce compromise or arrangement
Section-62 Provisions for facilitating reconstruction or amalgamation of limited liability partnerships

Chapter-XIII Winding Up and Dissolution

Section-63 Winding up and dissolution
Section-64 Circumstances in which limited liability partnership may be wound up by Tribunal
Section-65 Rules for winding up and dissolution

Chapter-XIV Miscellaneous

Section-66 Business transactions of partner with limited liability partnership
Section-67 Application of the provisions of the Companies Act
Section-67A Establishment of Special Courts
Section-67B Procedure and powers of Special Court
Section-67C Appeal and revision
Section-68 Electronic filing of documents.
Section-68A Registration offices
Section-69 Payment of additional fee
Section-70 Enhanced punishment
Section-71 Application of other laws not barred
Section-72 Jurisdiction of Tribunal and Appellate Tribunal
Section-73 Penalty on non-compliance of any order passed by Tribunal
Section-74 General penalties
Section-75 Power of Registrar to strike defunct limited liability partnership off register
Section-76 Offences to limited liability partnerships
Section-76A  Adjudication of penalties
Section-77 Jurisdiction of Courts
Section-77A Cognizance of offences
Section-78 Power to alter Schedules
Section-79 Power to make rules
Section-80 Power to remove difficulties
Section-81 Transitional provisions


The First Schedule
The Second 
The Third Schedule
The Fourth Schedule

Access complete Bare Act here and Notification and Circular here.

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