The Limited Liability Partnership Act, 2008

(1) This Act may be called the Limited LiabilityPartnership Act, 2008. (2) It extends to the whole of India. (3) It shall come into force on such date1as the Central Government may, by notification in theOfficial Gazette, appoint: Provided that different dates may be appointed for different provisions of this Act and any referencein any such provision to the commencement of this Act shall be construed as a reference to the cominginto force of that provision.

(1) In this Act, unless the context otherwise requires,-- (a) "address", in relation to a partner of a limited liability partnership, means-- (i) if an individual, his usual residential address; and (ii) if a body corporate, the address of its registered office; (b) "advocate" means an advocate as defined in clause (a) of sub-section (1) of section 2 of theAdvocates Act, 1961 (25 of 1961); (c) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under1[section 410] of 2[the Companies Act, 2013 (18 of 2013)];; (d) "body corporate" means a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] and includes-- (i) a limited liability partnership registered under this Act; (ii) a limited liability partnership incorporated outside India; and (iii) a company incorporated outside India, but does not include-- (i) a corporation sole; (ii) a co-operative society registered under any law for the time being in force; and (iii) any other body corporate (not being a company as defined in 3[clause (20) of section 2] of 2[the Companies Act, 2013 (18 of 2013)] or a limited liability partnership as defined in thisAct), which the Central Government may, by notification in the Official Gazette, specify in thisbehalf;; (e) "business" includes every trade, profession, service 54[and occupation except any activitywhich the Central Government may, by notification, exclude]; (f) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1)of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificateof practice under sub-section (1) of section 6 of that Act; (g) company secretary means a company secretary as defined in clause (c) of sub-section (1) ofsection 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a certificate ofpractice under sub-section (1) of section 6 of that Act; (h) "cost accountant" means a cost accountant as defined in clause (b) of sub-section (1) ofsection 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained acertificate of practice under sub-section (1) of section 6 of that Act; (i) "Court", with respect to any offence under this Act, means the Court having jurisdiction as perthe provisions of section 77; (j) "designated partner" means any partner designated as such pursuant to section 7; (k) ''entity" means any body corporate and includes, for the purposes of sections 18, 46, 47, 48,49, 50, 52 and 53, a firm setup under the Indian Partnership Act, 1932 (9 of 1932); (l) "financial year", in relation to a limited liability partnership, means the period from the 1st dayof April of a year to the 31st day of March of the following year: Provided that in the case of a limited liability partnership incorporated after the 30th day ofSeptember of a year, the financial year may end on the 31st day of March of the year next followingthat year; (m) "foreign limited liability partnership" means a limited liability partnership formed,incorporated or registered outside India which establishes a place of business within India; (n) "limited liability partnership" means a partnership formed and registered under this Act; (o) "limited liability partnership" agreement means any written agreement between the partners ofthe limited liability partnership or between the limited liability partnership and its partners whichdetermines the mutual rights and duties of the partners and their rights and duties in relation to thatlimited liability partnership; (p) "name", in relation to a partner of a limited liability partnership, means-- (i) if an individual, his forename, middle name and surname; and (ii) if a body corporate, its registered name; (q) "partner", in relation to a limited liability partnership, means any person who becomes apartner in the limited liability partnership in accordance with the limited liability partnershipagreement; (r) "prescribed" means prescribed by rules made under this Act; 5[(ra) "Regional Director" means a person appointed as such by Central Government for thepurpose of this Act or the Companies Act, 2013 (18 of 2013), as the case may be.] 6[(s) "Registrar" means a person appointed by the Central Government as Registrar, an AdditionalRegistrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purpose of this Actor the Companies Act, 2013 (18 of 2013)]; (t) "Schedule'' means a Schedule to this Act; 5[(ta) "small limited liability" partnership means a limited liability partnership-- (i) the contribution of which, does not exceed twenty-five lakh rupees or such higher amount,not exceeding five crore rupees, as may be prescribed; and (ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediatelypreceding financial year, does not exceed forty lakh rupees or such higher amount, not exceedingfifty crore rupees, as may be prescribed; or (iii) which meets such other requirements as may be prescribed, and fulfils such terms and conditions as may be prescribed;] (u) "Tribunal "means the National Company Law Tribunal constituted under 6[section 408] of 2[the Companies Act, 2013 (18 of 2013)]. (2) Words and expressions used and not defined in this Act but defined in 2[the Companies Act, 2013 (18 of 2013)] shall have the meanings respectively assigned to them in that Act.

(1) A limited liability partnership is a bodycorporate formed and incorporated under this Act and is a legal entity separate from that of its partners. (2) A limited liability partnership shall have perpetual succession. (3) Any change in the partners of a limited liability partnership shall not affect the existence, rights orliabilities of the limited liability partnership.

Save as otherwise provided, theprovisions of the Indian Partnership Act, 1932 (9 of 1932) shall not apply to a limited liabilitypartnership.

Any individual or body corporate may be a partner in a limited liability partnership: Provided that an individual shall not be capable of becoming a partner of a limited liabilitypartnership, if-- (a) he has been found to be of unsound mind by a Court of competent jurisdiction and the findingis in force; (b) he is an undischarged insolvent; or (c) he has applied to be adjudicated as an insolvent and his application is pending.