TMI BlogApplication of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modificationsX X X X Extracts X X X X X X X X Extracts X X X X ..... fications : Modifications ( i ) ( a ) For the word company occurring in any of the aforesaid provisions of the Companies Act, 1956, the words limited liability partnership shall be substituted; ( b ) for the word articles occurring in any of the aforesaid provisions of the Companies Act, 1956, the words limited liability partnership agreement shall be substituted; ( c ) for the word director occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in section 544), the words designated partners shall be substituted; ( d ) for the word promoter or member or contributory occurring in any of the aforesaid provisions of the Companies Act, 1956, the word partner shall be substituted; ( e ) for the word Court occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in sub-section (5A) of section 454, section 482 and section 483), the word Tribunal shall be substituted, provided that until the Tribunal is constituted under the Companies Act, 1956, the word Tribunal shall be substituted with the words High Court ; ( f ) for the words this Act occurring in any of the aforesaid provision ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tgaged for an amount equal to or in excess of those assets, or that the limited liability partnership has no assets. sub-section (2) In sub-section (2),- ( i ) for the word Court , substitute the word Tribunal ; and ( ii ) for the word company , wherever it occurs, substitute the words limited liability partnership . sub-section (3) Omit sub-section (3). 3. Section 445 (Copy of winding up order to be filed with Registrar) sub-section (1) Substitute sub-section (1) with the following:- (1) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the limited liability partnership to file with the Registrar a certified copy of the order, within fifteen days from the date of the making of the order. If default is made in complying with the foregoing provision, the petitioner, or as the case may require, the limited liability partnership, and the designated partners of the limited liability partnership shall be punishable with fine which may extend to one thousand rupees for each day during which the default continues. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or the word company , substitute the words limited liability partnership ; and sub-section (3) In sub-section (3), for the word Court wherever it occurs, substitute the word Tribunal . sub-section (4) Substitute sub-section (4) with the following:- (4) The liquidator shall cease to hold office as provisional liquidator, and shall become the liquidator, of the limited liability partnership, on a winding up order being made. 7. Section 451 (General provisions as to liquidators) sub-section (1) In sub-section (1), - ( i ) for the word Court , substitute the word Tribunal ; and ( ii ) for the word company , substitute the words limited liability partnership . sub-section (2) In sub-section (2), for the word company , substitute the words limited liability partnership . 8. Section 453 (Receiver not to be appointed of assets with liquidator). In section 453, for the word Court , substitute the word Tribunal . 9. Section 454 (Statement of affairs to be made to Official Liquidator) sub-section (1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er ; and ( ii ) for the words Official Liquidator , substitute the word liquidator . 10. Section 455 (Report by Official Liquidator) sub-section (1) Substitute sub-section (1) with the following:- (1) Where the Tribunal has made a winding up order, the liquidator shall, within sixty days from the winding up order, submit to the Tribunal, a report containing such particulars as may be prescribed. sub-section (2) In sub-section (2). - ( i ) for the words Official Liquidator , substitute the word liquidator ; ( ii ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( iii ) for the word Court , substitute the word Tribunal . sub-section (3) In sub-section (3),- ( i ) for the words Official Liquidator , substitute the word liquidator ; and ( ii ) for the word Court , substitute the word Tribunal . 11. Section 456 (Custody of company s property) sub-sections (1), (1A) and (2) In sub-sections (1), (1A) and (2),- ( i ) for the word company , wherever it occurs, substitute th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Tribunal . 16. Section 463 (Control of Central Government over liquidators) sub-section (1) In sub-section (1),- ( i ) for the word companies , substitute the words limited liability partnerships ; ( ii ) for the word Court , substitute the word Tribunal ; ( iii ) omit the words or by the Indian Companies Act, 1913 (7 of 1913) ; ( iv ) for the word contributory , substitute the word partner ; and ( v ) omit proviso to this sub-section. sub-section (2) In sub-section (2),- ( i ) for the word company , substitute the words limited liability partnership ; and ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal . 17. Section 464: (Appointment and composition of committee of inspection) sub-section (1) Substitute sub-section (1) with the following:- (1) The Tribunal may, at the time of making an order for the winding up of a limited liability partnership or at any time thereafter, direct that there shall be appointed a committee of inspection to act with the liquidator. sub-sections (2) and (3) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it occurs, substitute the word partner . ( iii ) for the words with power to rectify the register of members in all cases where rectification is required in pursuance of this Act , substitute the words in such manner as may be prescribed ; ( iv ) for the word company , substitute the words limited liability partnership ; and ( v ) omit the proviso to this sub-section. sub-section (2) Omit sub-section (2). 21. Section 468 (Delivery of property to liquidator) In section 468,- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the word contributory , substitute the word partner ; ( iii ) for the word contributories , substitute the word partners ; and ( iv ) for the word company , wherever it occurs, substitute the words limited liability partnership ; 22. Section 471 (Payment into bank of moneys due to company) sub-section (1) In sub-section (1),- ( i ) for the word Court , substitute the word Tribunal ; ( ii ) for the word contributory , substitute the word partner ; and ( iii ) for the word company , substitute the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rity or person . 27. Section 479 (Power to arrest absconding contributory) In section 479,- ( i ) for the word contributory , wherever it occurs, substitute the word partner ; ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal ; and ( iii ) for the word company , substitute the words limited liability partnership . 28. Section 481 (Dissolution of company) sub-section (1) In sub-section (1),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal . sub-section (2) In sub-section (2), for the word company , substitute the words limited liability partnership . 29. Section 482 (Order made in any Court to be en- forced by other Courts) In section 482, for the word company , wherever it occurs, substitute the words limited liability partnership . 30. Section 483 (Appeals from orders) In section 483, for the word company , substitute the words limited liability partnership . ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y partnership ; ( ii ) for the word director , substitute the words designated partner ; and ( iii ) for the words of five weeks , substitute the words prescribed in sub-section (1) . 35. Section 494 (Power of liquidator to accept shares, etc., as consideration for sale of property of company) sub-section (1) Substitute sub-section (1) with the following:- (1) Where a limited liability partnership (the transferor limited liability partnership) is proposed to be, or is in the course of being, wound up voluntarily and the whole or any part of its business or property is proposed to be transferred or sold to any limited liability partnership (the transferee limited liability partnership), the LLP Liquidator of the transferor limited liability partnership may, with the sanction of a resolution of the transferor limited liability partnership passed by at least three-fourths of total number of partners conferring on LLP liquidator either a general authority or an authority in respect of any particular arrangement,- ( a ) receive, by way of compensation wholly or in part for the transfer or sale, cash, securities, policies, or ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scharged or discharged to the satisfaction of the creditors and thereafter seek approval of the partners or the creditors of the limited liability partnership, as the case may be, on the said report and the final winding up accounts and explanation in the meeting of partners or creditors: Provided that no such meeting of creditors is required if there were no creditors before commencement of voluntary winding up or creditors are paid their dues in such manner as may be prescribed. sub-sections (2), (4), (5), (6A), (6B) and (7). Omit sub-sections (2), (4), (5), (6A), (6B) and (7). sub-section (3) Substitute sub-section (3) with the following:- (3) Within two weeks after the meeting of partners and of creditors, if required, the LLP liquidator shall- ( a ) send to the Registrar a copy of the final winding up accounts, explanation and report; and ( b ) file an application with the Tribunal along with a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership. If the copy is not so sent or application not so made, the LLP Liquidator shall be punish ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d liability partnership, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the limited liability partnership, on such terms as may be agreed, and take any security for the discharge of any such debt, liability or claim, and give a complete discharge in respect thereof. sub-section (2) Substitute sub-section (2) with the following:- (2) Any creditor or partner may apply in the manner prescribed to the Tribunal with respect to any exercise or proposed exercise of powers by the LLP Liquidator under this sub-section, and the Tribunal shall after giving a reasonable opportunity to such applicant and the LLP Liquidator, pass such orders as it may think fit. sub-section (3) In sub-section (3),- ( i ) for the word liquidator , substitute the words LLP liquidator ; ( ii ) for the word company , substitute the words limited liability partnership ; and ( iii ) for the word contributories , substitute the word partners . sub-section (4) In sub-section (4), for the word liquidators , substitute the words LLP liquidators. 40. Section 514 (Corr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; and ( v ) for the words the enforcing of calls , substitute the words enforcing realization of outstanding contribution . sub-section (2) In sub-section (2),- ( i ) for the word liquidator , substitute the words LLP liquidator ( ii ) for the word Court , substitute the word Tribunal ; ( iii ) for the word company , substitute the words limited liability partnership ; ( iv ) for the word contributory , substitute the word partner ; and ( v ) omit the words specified in sub-section (3) . sub-section (3) Omit sub-section (3). sub-section (4) In sub-section (4), for the word Court , substitute the word Tribunal . sub-section (5) In sub-section (5), for the word company , wherever it occurs, substitute the words limited liability partnership . 44. Section 519 (Application of liquidator to Court for public examination of promoters, directors, etc.) sub-section (1) In sub-section (1),- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the word company , wherever it occurs, subst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r) In section 531A,- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , substitute the word Tribunal ; and ( iii ) for the word liquidator , substitute the words liquidator of LLP liquidator . 51. Section 532 (Transfers for benefit of all creditors to be void) In section 532, for the word company , substitute the words limited liability partnership . 52. Section 533 (Liabilities and rights of certain fraudulently preferred persons) sub-sections (1) and (2) In sub-sections (1) and (2),- ( i ) omit the words after the commencement of this Act ; ( ii ) for the word company , substitute the words limited liability partnership ; and ( iii ) for the words company s debt , substitute the words limited liability partnership s debt . sub-section (3) In sub-section (3), for the word Court , wherever it occurs, substitute the word Tribunal . 53. Section 534 (Effect of floating charge) In section 534, - ( i ) for the word company , wherever it occurs, substitute the words ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bstitute the words liquidator of LLP liquidator . sub-section (3) In sub-section (3),- ( i ) for the word directors , substitute the words designated partners ; and ( ii ) for the word company , substitute the words limited liability partnership . 58. Section 539 (Penalty for falsification of books) In section 539,- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word contributory , substitute the word partner . 59. Section 540 (Penalty for frauds by officers,-) In section 540,- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court , substitute the word Tribunal . 60. Section 541 (Liability where proper accounts not kept) sub-sections (1) and (2) In sub-sections (1) and (2), for the word company , wherever it occurs, substitute the words limited liability partnership . 61. Section 542 (Liability for fraudulent conduct of business) sub-section (1) In sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -section (1) In sub-section (1),- ( i ) for the word company wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal ; and ( iii ) for the word member , substitute the word partner . sub-section (2) In sub-section (2),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word member , substitute the word partner ; and ( iii ) for the word liquidator , wherever it occurs, substitute the words LLP liquidator . sub-section (3) In sub-section(3),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal . sub-section (4) In sub-section (4),- ( i ) for the word Court , substitute the word Tribunal ; and ( ii ) for the word liquidator , wherever it occurs, substitute the words LLP liquidator . sub-section (5) In sub-section (5),- ( i ) for the word company , substitute ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor , substitute the words, LLP liquidator . sub-section (3) In sub-section (3),- ( i ) for the word Court , substitute the word Tribunal ; and ( ii ) for the word contributory , substitute the word partner . 66. Section 547 (Notification that a company is in liquidation) sub-section (1) In sub-section (1),- ( i ) for the word company wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , substitute the word Tribunal ; and ( iii ) for the word liquidator , substitute the words, liquidator or LLP liquidator . sub-section (2) In sub-section (2).- ( i ) for the word company wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word liquidator , substitute the words, liquidator or LLP liquidator . 67. Section 548 (Books and papers of company to be evidence) In section 548,- ( i ) for the word company wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word contributories , substitute the word partners ; and ( iii ) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e liquidation, as may be prescribed within two months from 31st March, and file after being audited: ( a ) in case of winding up by the Tribunal, in the Tribunal; and ( b ) in case of voluntary winding up, with the Registrar within such time as may be prescribed: Provided that where the LLP liquidator or liquidator has not, during the period of account, received or paid any sum of money on account of the assets of the limited liability partnership, he shall file an affidavit of no receipt or payment for the period. ( ii ) The accounts shall be audited by a person qualified to act as auditor of the limited liability partnership and for the purpose of the audit, the LLP liquidator or liquidator shall furnish the auditor such information as the auditor may require: Provided that no such audit is required where the transaction during the period is for Rs. 50, 000 or less. ( iii ) Where the audit of the accounts is not required under this section, the statements of accounts shall contain a declaration by the LLP liquidator or liquidator that the books and accounts are properly maintained and funds have been utilized only for the purpose of winding up of the affairs of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts shall be made in the prescribed manner and at the prescribed times into or out of such other bank. (2) If any LLP Liquidator at any time retains for more than ten days a sum exceeding fifty thousand rupees or such other amount as the Tribunal may, on the application of the LLP Liquidator, authorize him to retain, then, unless he explains the retention to the satisfaction of the Tribunal, he shall ( a ) pay interest on the amount so retained in excess, at the rate of twelve per cent per annum and also pay such penalty as may be determined by the Tribunal; ( b ) be liable to pay any expenses occasioned by reason of his default; and ( c ) also be liable to have all or such part of his remuneration, as the Tribunal may consider just, disallowed, or may also be removed from his office by the Tribunal. 73. Section 554 (Liquidator not to pay moneys into private banking account) In section 554, for the words Neither Official Liquidator nor any other liquidator of a company , substitute the words Neither the liquidator nor LLP Liquidator of a limited liability partnership . 74. Section 555 (Unpaid dividends and undistributed assets to be pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idator ; ( iv ) for the words Reserve Bank of India , substitute the words Scheduled Bank ; and ( v ) for the words Companies Liquidation Account , substitute the words LLP Liquidation Account . sub-section (7) In sub-section (7),- ( i ) in clause ( a ),- (A) for the words Companies Liquidation Account , substitute the words LLP Liquidation Account ; (B) for the word Court , wherever it occurs, substitute the word Tribunal ; and (C) omit the words and bracket (whether paid in pursuance of this section or under the provisions of any previous companies law); and ( ii ) omit clause ( b ). sub-section (8) In sub-section (8),- ( i ) for the words Companies Liquidation Account , substitute the words LLP Liquidation Account ; and ( ii ) for the words fifteen years , substitute the words seven years . sub-section (9) In sub-section (9),- ( i ) for the word liquidator , substitute the words LLP liquidator or liquidator ; ( ii ) for the words Companies Liquidation Account , substitute the words LLP Liquidation Account ; and ( iii ) for the word Court , wherever it occurs, substitute ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the words twenty years , substitute the words five years ; and ( vi ) for the words notice aforesaid , substitute the words notice striking off the name of the limited liability partnership from the register . sub-section (7) In sub-section (7), for the word company , substitute the words limited liability partnership . sub-sections (8) and (9) Omit sub-sections (8) and (9). Part X: Winding up of Unregistered companies 79. Section 584 (Power to wind up foreign companies, although dissolved) Substitute section 584 with the following:- 584. Where a limited liability partnership registered or incorporated outside India, which has been carrying on business in India, - ( a ) ceases to carry on business in India; ( b ) is dissolved or is carrying on business only for the purpose of winding up its affairs; ( c ) is unable to pay its debts; or ( d ) the Tribunal is of the opinion that it is just and equitable that the foreign limited liability partnership should be wound up, it may be wound up as a limited liability partnership registered under this Act, notwithstanding t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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