Limited Liability Partnership Act, 2008
An Act to make provisions for the formation and regulation of limited liability partnerships and for matters connected therewith or incidental thereto.
TaxByKK · Laws by Sector · taxbykk.comIndex as on 1st September, 2026
Index of provisions · 14 chapters, 88 sections
Chapter I Preliminary2 sections
Chapter II Nature of Limited Liability Partnership8 sections
Chapter III Incorporation of Limited Liability Partnership and Matters Incidental Thereto11 sections
- 11Incorporation document
- 12Incorporation by registration
- 13Registered office of limited liability partnership and change therein
- 14Effect of registration
- 15Name
- 16Reservation of name
- 17Rectification of name of limited liability partnership
- 18[Omitted]
- 19Change of registered name
- 20Penalty for improper use of words “limited liability partnership” or “LLP”
- 21Publication of name and limited liability
Chapter IV Partners and Their Relations4 sections
Chapter V Extent and Limitation of Liability of Limited Liability Partnership and Partners6 sections
Chapter VI Contributions2 sections
Chapter VII Financial Disclosures9 sections
- 34Maintenance of books of account, other records and audit, etc
- 34AAccounting and auditing standards
- 35Annual return
- 36Inspection of documents kept by Registrar
- 37Penalty for false statement
- 38Power of Registrar to obtain information
- 39Compounding of offences
- 40Destruction of old records
- 41Enforcement of duty to make returns, etc
Chapter VIII Assignment and Transfer of Partnership Rights1 section
- 42Partner’s transferable interest
Chapter IX Investigation12 sections
- 43Investigation of the affairs of limited liability partnership
- 44Application by partners for investigation
- 45Firm, body corporate or association not to be appointed as inspector
- 46Power of inspectors to carry out investigation into affairs of related entities, etc
- 47Production of documents and evidence
- 48Seizure of documents by inspector
- 49Inspector’s report
- 50Prosecution
- 51Application for winding up of limited liability partnership
- 52Proceedings for recovery of damages or property
- 53Expenses of investigation
- 54Inspector’s report to be evidence
Chapter X Conversion into Limited Liability Partnership4 sections
Chapter XI Foreign Limited Liability Partnerships1 section
- 59Foreign limited liability partnerships
Chapter XII Compromise, Arrangement or Reconstruction of Limited Liability Partnerships3 sections
Chapter XIII Winding Up and Dissolution3 sections
Chapter XIV Miscellaneous22 sections
- 66Business transactions of partner with limited liability partnership
- 67Application of the provisions of the Companies Act
- 67AEstablishment of Special Courts
- 67BProcedure and powers of Special Court
- 67CAppeal and revision
- 68Electronic filing of documents
- 68ARegistration offices
- 69Payment of additional fee
- 70Enhanced punishment
- 71Application of other laws not barred
- 72Jurisdiction of Tribunal and Appellate Tribunal
- 73[Omitted]
- 74General penalties
- 75Power of Registrar to strike defunct limited liability partnership off register
- 76Offences to limited liability partnerships
- 76AAdjudication of penalties
- 77Jurisdiction of Courts
- 77ACognizance of offences
- 78Power to alter Schedules
- 79Power to make rules
- 80Power to remove difficulties
- 81[Omitted]
Schedules
- The First Schedule
- The Second Schedule
- The Third Schedule
- The Fourth Schedule
About this Act
The Limited Liability Partnership Act, 2008 (Act 6 of 2009) creates the limited liability partnership as a distinct business form in India. An LLP is a body corporate with its own legal identity, while a partner's liability is generally limited to the agreed contribution.
The Act is administered by the Ministry of Corporate Affairs through the Registrar, with the National Company Law Tribunal and Appellate Tribunal handling matters such as compromises, arrangements and winding up. The Indian Partnership Act, 1932 does not apply to LLPs (section 4).
It has 14 chapters and four Schedules, covering formation, partners, liability, financial disclosures, investigation, conversion of firms and companies into LLPs, foreign LLPs, restructuring and dissolution.
Who it applies to
- Persons forming or operating a limited liability partnership
- Partners and designated partners of an LLP
- Partnership firms, private companies and unlisted public companies converting into an LLP
- Foreign LLPs setting up a place of business in India
- Auditors and professionals dealing with LLP accounts, returns and filings
Good to know
- Key chapters
- Chapter II (nature of an LLP and designated partners), Chapter V (extent of liability), Chapter VII (financial disclosures), Chapter X (conversion) and Chapter XIII (winding up).
- Amended by
- The Insolvency and Bankruptcy Code, 2016 and the Limited Liability Partnership (Amendment) Act, 2021, which added provisions such as Special Courts (sections 67A to 67C) and adjudication of penalties (section 76A).
Frequently asked questions
What is the minimum number of partners in an LLP?
Section 6 deals with the minimum number of partners.
Which section requires designated partners?
Section 7, with their liabilities in section 8 and changes in section 9.
Where are the rules on books of account and audit of an LLP?
Section 34, read with section 34A on accounting and auditing standards. The annual return is under section 35.
How can a private company convert into an LLP?
Section 56 covers conversion of a private company; section 55 covers firms and section 57 unlisted public companies.
Which section allows the Registrar to strike off a defunct LLP?
Section 75.