LIMITED LIABILITY PARTNERSHIP

 

 

Chapter XIII

Winding up and dissolution

Winding up and dissolution.

63. The winding up of a limited liability partnership may be either voluntary or by the Tribunal and limited liability part­nership, so wound up may be dissolved.

Circumstances in which limited liability partnership may be wound up by Tribunal.

64. A limited liability partnership may be wound up by the Tribu­nal,—

  (a)  if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;

  (b)  if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;

  (c)  if the limited liability partnership is unable to pay its debts;

  (d)  if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;

  (e)  if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solven­cy or annual return for any five consecutive financial years; or

  (f)  if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.

Rules for winding up and dissolution.

65. The Central Government may make rules for the provisions in relation to winding up and dissolution of limited liability partnerships.

Chapter XIV

Miscellaneous

Business transactions of partner with limited liability partner­ship.

66. A partner may lend money to and transact other business with the limited liability partnership and has the same rights and obligations with respect to the loan or other transactions as a person who is not a partner.

Application of the provisions of the Companies Act.

67. (1) The Central Government may, by notification in the Offi­cial Gazette, direct that any of the provisions of the Companies Act, 1956 (1 of 1956) specified in the notification—

  (a)  shall apply to any limited liability partnership; or

  (b)  shall apply to any limited liability partnership with such exception, modification and adaptation, as may be specified, in the notification.

(2) A copy of every notification proposed to be issued under sub-section (1) shall be laid in draft 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 disapproving the issue of the notification or both Houses agree in making any modification in the notifica­tion, the notification shall not be issued or, as the case may be, shall be issued only in such modified form as may be agreed upon by both the Houses.

Electronic filing of documents.

68. (1) Any document required to be filed, recorded or registered under this Act may be filed, recorded or registered in such manner and subject to such conditions as may be prescribed.

(2) A copy of or an extract from any document electronically filed with or submitted to the Registrar which is supplied or issued by the Registrar and certified through affixing digital signature as per the Information Technology Act, 2000 (21 of 2000) 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.

(3) Any information supplied by the Registrar that is certified by the Registrar through affixing digital signature to be a true extract from any document filed with or submitted to the Regis­trar 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.

Payment of additional fee.

69. Any document or return required to be filed or registered under this Act with the Registrar, if, is not filed or registered in time provided therein, may be filed or registered after that time up to a period of three hundred days from the date within which it should have been filed, on payment of additional fee of one hundred rupees for every day of such delay in addition to any fee as is payable for filing of such document or return :

Provided that such document or return may, without prejudice to any other action or liability under this Act, also be filed after such period of three hundred days on payment of fee and addition­al fee specified in this section.

Enhanced punishment.

70. In case a limited liability partnership or any partner or designated partner of such limited liability partnership commits any offence, the limited liability partnership or any partner or designated partner shall, for the second or subsequent offence, be punishable with imprisonment as provided, but in case of offences for which fine is prescribed either along with or exclu­sive of imprisonment, with fine which shall be twice the amount of fine for such offence.

Application of other laws not barred.

71. The provisions of this Act shall be in addition to, and not in derogation of, the provisions of any other law for the time being in force.

Jurisdiction of Tribunal and Appellate Tribunal.

72. (1) The Tribunal shall exercise such powers and perform such functions as are, or may be, conferred on it by or under this Act or any other law for the time being in force.

(2) Any person aggrieved by an order or decision of Tribunal may prefer an appeal to the Appellate Tribunal and the provisions of sections 10FQ, 10FZA, 10G, 10GD, 10GE and 10GF of the Companies Act, 1956 (1 of 1956) shall be applicable in respect of such appeal.

Penalty on non-compliance of any order passed by Tribunal.

73. Whoever fails to comply with any order made by the Tribunal under any provision of this Act shall be punishable with impris­onment which may extend to six months and shall also be liable to a fine which shall not be less than fifty thousand rupees.

General penalties.

74. Any person guilty of an offence under this Act for which no punishment is expressly provided shall be liable to a fine which may extend to five lakh rupees but which shall not be less than five thousand rupees and with a further fine which may extend to fifty rupees for everyday after the first day after which the default continues.

Power of Registrar to strike defunct limited liability partner­ship off register.

75. Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or its operation, in accordance with the provisions of this Act, the name of limited liability partnership may be struck off the register of limited liability partnerships in such manner as may be prescribed :

Provided that the Registrar shall, before striking off the name of any limited liability partnership under this section, give such limited liability partnership a reasonable opportunity of being heard.

Offences by limited liability partnerships.

76. Where an offence under this Act committed by a limited li­ability partnership is proved—

  (a)  to have been committed with the consent or connivance of a partner or partners or designated partner or designated partners of the limited liability partnership; or

  (b)  to be attributable to any neglect on the part of the partner or partners or designated partner or designated partners of that limited liability partnership,

the partner or partners or designated partner or designated part­ners of the limited liability partnership, as the case may be, as well as that limited liability partnership shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.

Jurisdiction of Court.

77. Notwithstanding any provision to the contrary in any Act for the time being in force, the Judicial Magistrate of the first class or, as the case may be, the Metropolitan Magistrate shall have jurisdiction to try any offence under this Act and shall have power to impose punishment in respect of said offence.

Power to alter Schedules.

78. (1) The Central Government may, by notification in the Offi­cial Gazette, alter any of the provisions contained in any of the Schedules to this Act.

(2) Any alteration notified under sub-section (1) shall have effect as if enacted in the Act and shall come into force on the date of the notification, unless the notification otherwise directs.

(3) Every alteration made by the Central Government under sub-section (1) shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the succes­sive sessions aforesaid, both Houses agree in making any modifi­cation in the alteration, or both Houses agree that the altera­tion should not be made, the alteration shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done in pursuance of that alteration.

Power to make rules.

79. (1) The Central Government may, by notification in the Offi­cial Gazette, make rules for carrying out the provisions of this Act.

(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely :—

  (a)  form and manner of prior consent to be given by desig­nated partner under sub-section (3) of section 7;

  (b)  the form and manner of particulars of every individual agreeing to act as designated partner of limited liability partnership under sub-section (4) of section 7;

  (c)  the conditions and requirements relating to the eligi­bility of an individual to become a designated partner under sub-section (5) of section 7;

  (d)  the manner of filing the incorporation document and payment of fees payable thereof under clause (b) of sub-section (1) of section 11;

  (e)  the form of statement to be filed under clause (c) of sub-section (1) of section 11;

  (f)  the form of incorporation document under clause (a) of sub-section (2) of section 11;

  (g)  the information to be contained in the incorporation document concerning the proposed limited liability partnership under clause (g) of sub-section (2) of section 11;

  (h)  the manner of serving the documents on a limited li­ability partnership or a partner or a designated partner and the form and manner in which any other address may be declared by the limited liability partnership under sub-section (2) of section 13;

   (i)  the form and manner of notice to the Registrar and the conditions in respect of change of registered office under sub-section (3) of section 13;

  (j)  the form and manner of application and amount of fee payable to the Registrar under sub-section (1) of section 16;

  (k)  the manner in which names will be reserved by the Registrar under sub-section (2) of section 16;

   (l)  the manner in which an application may be made by an entity under sub-section (1) of section 18;

(m)  the form and manner of notice of change of name of limited liability partnership and the amount of fee payable under section 19;

  (n)  the form and manner of the limited liability partner­ship agreement and the changes made therein and the amount of fee payable under sub-section (2) of section 23;

  (o)  the form of notice, the amount of fee payable and the manner of authentication of the statement under clauses (a), (b) and (c) of sub-section (3) of section 25;

  (p)  the manner of accounting and disclosure of monetary value of contribution of a partner under sub-section (2) of section 32;

  (q)  the books of account and the period of their mainte­nance under sub-section (1) of section 34;

  (r)  the form of Statement of Account and Solvency under sub-section (2) of section 34;

  (s)  the form, manner, fee and time of filing of Statement of Account and Solvency under sub-section (3) of section 34;

  (t)  the audit of accounts of a limited liability partner­ship under sub-section (4) of section 34;

  (u)  the form and manner of annual return and fee payable under sub-section (1) of section 35;

  (v)  the manner and amount of fee payable for inspection of incorporation document, names of partners and changes made there­in, Statement of Account and Solvency and Annual Return under section 36;

(w)  the destruction of documents by Registrar in any form under section 40;

  (x)  the amount required as security under clause (a) of sub-section (3) of section 43;

  (y)  the amount of security to be given under section 44;

  (z)  the fee payable for furnishing a copy under clause (b) of sub-section (2) of section 49;

(za)  the manner of authentication of report of inspector under section 54;

(zb)  the form and manner of particulars about conversion under the proviso to sub-section (1) of section 58;

(zc)  in relation to establishment of place of business and carrying on business in India by foreign limited liability part­nerships and regulatory mechanism and composition under section 59;

(zd)  the manner of calling, holding and conducting meeting under sub-section (1) of section 60;

(ze)  in relation to winding up and dissolution of limited liability partnerships under section 65;

(zf)  the manner and conditions for filing document electron­ically under sub-section (1) of section 68;

(zg)  the manner for striking off the names of limited li­ability partnerships from the register under section 75;

(zh)  the form and manner of statement containing particulars and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Second Schedule;

(zi)  the form and manner of particulars about conversion under proviso to paragraph 5 of the Second Schedule;

(zj)  the form and manner of the statement and the amount of fee payable under sub-paragraph (a) of paragraph 3 of the Third Schedule;

(zk)  the form and manner of particulars about conversion under the proviso to paragraph 4 of the Third Schedule;

(zl)  the form and manner of the statement and amount of fee payable under sub-paragraph (a) of paragraph 4 of the Fourth Schedule; and

(zm) the form and manner of particulars about conversion under the proviso to paragraph 5 of the Fourth Schedule.

(3) Every rule made under this Act by the Central Government shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the ses­sion immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule, or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.

Power to remove difficulties.

80. (1) If any difficulty arises in giving effect to the provi­sions of this Act, the Central Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act as may appear to it to be neces­sary for removing the difficulty :

Provided that no such order shall be made under this section after the expiry of a period of two years from the commencement of this Act.

(2) Every order made under this section shall be laid, as soon as may be, after it is made, before each House of Parliament.

Transitional provisions.

81. Until the Tribunal and the Appellate Tribunal are constituted under the provisions of the Companies Act, 1956 (1 of 1956), the provisions of this Act shall have effect subject to the following modifications, namely :—

  (a)  for the word “Tribunal” occurring in clause (b) of sub-section (1) of section 41, clause (a) of sub-section (1) of section 43 and section 44, the words “Company Law Board” had been substituted;

  (b)  for the word “Tribunal” occurring in section 51 and in sections 60 to 64, the words “High Court” had been substituted;

  (c)  for the words “Appellate Tribunal” occurring in sub-section (2) of section 72, the words “High Court” had been sub­stituted.