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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 ..... odifications (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 provisions of the Companies Act, 1956, the words "Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs, 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." sub-section (1A) In sub-section (1A), for the words 'thirty days', substitute the words 'fifteen days'. sub-sections (2) and (3) In sub-sections (2) and (3), for the word "company" wherever it occurs, substitute the words "limited liability partnership". 4. Section 446 (Suits stayed on winding up order) sub-sections (1) to (3) In sub-sections (1) to (3),- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rd "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) Substitute sub-section (1) with the following:- "(1)(i) Every limited liability partnership shall file with the Tribunal a statement of its affairs in such form as may be prescribed along with the petition for winding up; (ii) where a limited liability partnership opposes a petition for its winding up, it shall file with the Tribunal a statement of its affairs in such form as may be prescribed within such time as may be specified by the Tribunal; (iii) where the Tribunal has made a winding up order or appointed the Liquidator as provisional liquidator, unless the Tribunal in its discretion otherwise orders, there shall be made out and submitted to the Liquidator a statement as to the affairs of the limited liability partnership in such form and containing such part ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erty) sub-sections (1), (1A) and (2) In sub-sections (1), (1A) and (2),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (ii) for the word "Court" occurring in sub-section (2), substitute the word "Tribunal". 12. Section 457 (Powers of liquidator) sub-sections (1) and (2) In sub-sections (1) and (2),- (i) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (ii) for the words "company", wherever it occurs, substitute the words "limited liability partnership"; (iii) after clause (c) in sub-section (1), insert clause (ca), namely:-- "(ca) to sell whole of the undertaking of the limited liability partnership as a going concern." (iv) For the word "contributory", wherever it occurs, substitute the word "partner"; and (v) for the word "company's seal", substitute the words "limited liability partnership's seal". 13. Section 458 (Discretion of liquidator) In section 458, for the word "Court", wherever it occurs, substitute the word "Tribunal". 14. Section 458A (Exclusion of certain time in computing periods of limitation) In section 458A,- (i) for the word "company", wherever it occurs, su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch number of members not exceeding twelve, as the Tribunal may order, being creditors and partners of the limited liability partnership or persons holding general or special powers of attorney from creditors or partners, in such proportions as may be agreed on by the meeting of creditors and partners or in case of difference of opinion between the meetings, as may be determined by the Tribunal. (ii) The procedure to be adopted by the committee shall be as may be prescribed." sub-sections (2) to (5) Omit sub-sections (2) to (5). sub-section (7) In sub-section (7), for the word "contributories", substitute the word "partners". sub-section (8) In sub-section (8), - (i) for the word "contributories", wherever it occurs, substitute the word "partners"; and (ii) for the words "ordinary resolution", substitute the word "resolution". sub-section (9) In sub-section (9), -(i) for the word "contributories", substitute the word "partners"; (ii) for the word "contributory", substitute the word "partner"; and (iii) for the word "Court", wherever it occurs, substitute the word "Tribunal". 19. Section 466 (Powers of Court to stay winding up) sub-sections (1) and (2) In sub-section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t occurs, substitute the words "limited liability partnership". 26. Section 478 (Power to order public examination of promoters, directors etc.) sub-sections (1), (2), (4),(5), (7), (8) and (9) In sub-sections (1), (2), (4), (5), (7), (8) and (9),- (i) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (ii) for the word "contributory", wherever it occurs, substitute the word "partner"; (iii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (iv) for the words "Official Liquidator", wherever they occur, substitute the word "liquidator". sub-section (3) Substitute sub-section (3) with the following:- "Any creditor or partner may also take part in the examination either personally or by any chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal." sub-section (6) In sub-section (6).- (i) In clause (a), for the words "Official Liquidator's report", substitute the words "liquidator's report"; and (ii) omit clause (b). sub-section (10) Substitute sub-section (10) with the following:- "(10) An examination under this section may ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "status of the limited liability partnership and its powers". 34. Section 488 (Declaration of solvency in case of proposal to wind up voluntarily) sub-section (1) Substitute sub-section (1) with the following,:- "(1) Where it is proposed to wind up a limited liability partnership voluntarily, the majority of its designated partners (being not less than two) shall make a declaration in such form and manner and within such time as may be prescribed to the effect that the limited liability partnership has no debt or that it will be able to pay its debts in full within such period not exceeding one year from the commencement of the winding up as may be specified in the declaration." sub-sections (2) and (5) Omit sub-sections (2) and (5). 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 "director" , substitute the words "designated partner". sub-section (4) In sub-section (4),- (i) for the word "company", substitute the words "limited liability partnership"; (ii) for the word "director" , substitute the words "designated partner"; and (iii) for the words "of f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e following:- "(4) If the LLP Liquidator decides to purchase such partner's interest, the purchase money, raised by him in such manner as may be determined by a resolution passed by three-fourths of total number of partners, shall be paid before the limited liability partnership is dissolved." sub-sections (5) and (6) Omit sub-sections (5) and (6). 36. Section 497 (Final meeting and dissolution) sub-section (1) Substitute sub-section (1) with the following, namely:- "(1) As soon as the affairs of a limited liability partnership are fully wound up, the LLP Liquidator shall prepare final winding up accounts, explanations and a report on the conduct of affairs of the limited liability partnership during winding up in such form and manner as may be prescribed, showing how the property and assets of the limited liability partnership have been disposed of and its debt fully discharged 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 s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, against the limited liability partnership, or whereby the limited liability partnership may be rendered liable; or (iii) compromise any money due from partners including outstanding, unrealized or unrecovered contribution, debt, and liability capable of resulting in a debt, and any claim, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or alleged to subsist between the limited liability partnership and a partner or alleged partner or other debtor or person apprehending liability to the limited 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 exer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... exercised) sub-section (1) In sub-section (1),- (i) for the word "liquidator", substitute the words "LLP liquidator"; (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (iv) for the word "contributory", substitute the word "partner"; 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 pub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tute 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 "limited liability partnership"; and (ii) omit the proviso to this section. 54. Section 535 (Disclaimer of onerous property in case of a company which is being wound up) sub-sections (1) to (7) In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "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-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"; (iii) for the word "contributory", substitute the word "partner"; and (iv) for the words "the Official Liquidator or the liquidator", substitute the words "the liquidator or the 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 "Court", wherever it occurs, substitute the word ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 the words "limited liability partnership"; (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iii) for the word "member", substitute the word "partner"; and (iv) for the word "liquidator", substitute the words "LLP liquidator". sub-section (7) In sub-section (7),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (ii) for the word "liquidator", wherever it occurs, substitute the words "liquidator or LLP liquidator". sub-section (8) In sub-section (8), for the word "Court", substitute the word "Tribunal". sub-section (9) In sub-section (9),- (i) for the word "company", substitute the words "limited liability partnership"; (ii) for the word "Court", substitute the word "Tribunal"; and (iii) for the word "liquidator", wherever it occurs, substitute the words "liquidator or LLP liquidator". 65. Section 546 (Liquidator to exercise c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 68. Section 549 (Inspection of books and papers by creditors and contributories) 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"; (iii) for the words "Supreme Court", substitute the words "Central Government"; and (iv) for the word "contributory", substitute the word "partner". 69. Section 550 (Disposal of books and papers of company) 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 "liquidator", substitute the words "liquidator or LLP liquidator"; (iii) in clause (a), omit the words "or subject to the supervision of"; and (iv) for clauses (b) and (c), substitute the following as clause (b):- "(b) in the case of voluntary winding up, in such manner as the limited liability partnership approves by three-fourths of total number of partners with the prior approval of the secured creditors, if any." sub-section (2) In sub-section (2),- (i) for the word "company", wherever it occurs, substitute the words "limited l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , substitute the word "Tribunal". sub-section (2A) Omit sub-section (2A). sub-section (3) In sub-section (3),- (i) for the word "company", substitute the words "limited liability partnership"; and (ii) for the word "contributory", substitute the word "partner". sub-section (4) In sub-section (4),- (i) for the word "contributory", substitute the word "partner"; and (ii) for the word "liquidator", substitute the words "liquidator or LLP liquidator". sub-section (5) In sub-section (5),- (i) for the word "liquidator", wherever it occurs, substitute the words "LLP liquidator or liquidator"; and (ii) for the word "company", substitute the words "limited liability partnership". 71. Section 552 (Official Liquidator to make payments into public account of India) In section 552,- (i) omit the word "Official"; (ii) for the word "company", substitute the words "limited liability partnership"; and (iii) omit the words "in the Reserve Bank of India". 72. Section 553 (Voluntary liquidator to make payments into Scheduled Bank) sub-sections (1) and (2) Substitute sub-sections (1) and (2) with the following:- '(1) Every LLP liquidator shall pay, in such manner as may be pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uch money being due, in a separate special bank account known as the "Distributable Asset Account of M/s. .............. LLP (in liquidation)". (2) If the amounts which have been transferred to the "Dividend Account of M/s. .............. LLP (in liquidation)" or "Distributable Asset Account of M/s. ............ LLP (in liquidation)" but have not been paid or claimed within six months from the date of transfer of such amount, the Liquidator or LLP Liquidator shall, within seven days from the date of expiry of the said period of six months, transfer the said amount into the Public Account of India in a separate account to be known as the "LLP Liquidation Account" '. sub-section (2) In sub-section (2).- (i) for the word "company", substitute the words "limited liability partnership"; and (ii) for the word "Court", substitute the word "Tribunal". sub-section (3) In sub-section (3), for the word "liquidator", substitute the words "LLP liquidator or liquidator". sub-section (4) In sub-section (4),- (i) for the word "liquidator", wherever it occurs, substitute the words "LLP liquidator or liquidator"; and (ii) for the words "'Reserve Bank of India", substitute the words "Sched ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion (2) In sub-section (2),- (i) after the words, "All Courts", insert the word "Tribunals"; and (ii) after the words "any such Court", insert the word "Tribunal". 77. Section 559 (Power of Court to declare dissolution of company void) 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", wherever it occurs, substitute the word "Tribunal"; (iii) for the word and figure "section 394", substitute the word and figure "section 62"; and (iv) for the word "liquidator", substitute the words "liquidator or LLP liquidator". sub-section (2) In sub-section (2), for the word "Court", substitute the word "Tribunal" 78. Section 560 (Power of Registrar to strike defunct company off register) sub-sections (1) to (5) Omit sub-sections (1) to (5). sub-section (6) In sub-section (6),- (i) after the words "struck off the register", insert the words "under section 75"; (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (iii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iv) for the word "me ..... X X X X Extracts X X X X X X X X Extracts X X X X
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