INDIAN PARTNERSHIP ACT, 1932

Introduction –

Indian Partnership Act, 1932 is applicable to whole of India.

Act was applicable from 1st October 1932 except for section 69 (effect of non registration) which
was applicable from 1st October 1933.

The Act is based on the English Partnership Act, 1890

Meaning of Partnership – Section 4

• Partnership = relationship between persons who have agreed to share the profits of a business
carried on by all or any of them acting for all.
• Persons, who have entered into partnership with one another are called individually ‘partners
Firm’ is the collective of the partners.
• The ‘firm name’ is the name under which the business is carried on.

Important Points on firm’s name –

✓ The name of the firm should not be such which will misled or confuse the people with the
name of the firm which is already in existence.
✓ The name of the firm should not show patronage (connection) with the government.
✓ Partnership firm cannot use the word “Limited” as a part of its name.

Essential elements to constitute partnership firm –

• Atleast 2 parties. Persons must be competent to enter into a contract. Parties may be natural or
artificial
•Agreement between the parties. Agreement may be oral or in writing. It may be express or implied.

•Agreement must be to share the profits of the business; and

• Business must be carried on by all or any of them acting for all;

Important Points –
Members of HUF carrying on family business together are not partners.
Burmese Buddhist Husband and wife doing business together are not partners.
Sharing of Profits is not the only evidence for partnership –
This means that of two person are only sharing profit then it does not means that they both are
partners.
Example –
1) A joint owner of a property sharing its return with the other owner does not make joint
owners partner.
2) “Arnab” a trader, owed money to X, Y& Z. He agreed to pay XY&Z out of the profits of his
business. Even if X, Y and Z will get their money from the property of Arnab, it does not make
them partner of Arnab

Minor as a partner of the firm – Section 30

1) Minor can become partner for the benefits of the partnership with the consent of all the partners
2) For admitting minor as a partner, an agreement shall be executed through his guardian

Rights of minor in partnership firm Liabilities of minor in partnership firm

•
Right to share profits of the firm • Minor is not personally liable
• Right to share property of the firm • However, share of minor in the firm
• Right to inspect accounts of the firm is liable
• Right to take copy of the accounts

Election on majority –
a) On attaining majority, or his obtaining knowledge that he had been admitted to the benefits of
partnership; whichever date is later, minor may within six months from such date give public
notice that he has elected to a partner in the firm or not.
b) If a minor fails to give such notice, he shall become a partner in the firm on the expiry of the said
six months.

Election on majority –
If a minor elects to become a partner was before, unless altered by
agreement.

His rights and liabilities will be If a minor does not elect to become a partner-
similar to those of a full-
fledged partner.
He will be personally liable for
1) his rights and liabilities shall continue to be those of
all the acts of the firm, done
a minor up to the date on which he gives public
since he was first admitted to
notice;
the benefits of the
partnership. 2) his share shall not be liable for any acts of
the firm done after the date of the notice; and
His share of profits and
property remains the same as 3) he shall be entitled to sue the partners for his share
of the property.
Partnership Deed –
1) Written document which contains the mutual rights and obligations of partners is known as partnership
deed.
2) Partnership Deed is not mandatory.
3) However, it is advisable to have partnership deed in writing.
4) If there is partnership deed then each partner should have 1 copy.
5) If the firm is to be registered then a copy of the deed should be filed with the Registrar of Firms.

What are the contents of partnership deed?

Partnership deed should contain the following details – -
Firm name;
- Names and addresses of partners;
- Details of business of partnership;
- Address of business place;
- Profit sharing ratio
- Date of commencement of partnership firm;
- Duration of partnership firm;
- Amount of capital contribution;
- Salaries, commission and remuneration to partners;
- Rights of the partners;
- Liabilities of the partners;
- Details of retirement of partners;
- Provision for expulsion of a partner;
- Arbitration clause for the settlement of disputes.

Difference between Co-ownership and partnership –

Partnership Co-ownership
It arises from agreement It may or may not arise from agreement
Purpose of partnership is to carry business It may or may not involve carrying business
It involves profit and loss It may or may not involve profit or loss
Partners have mutual agency Co-owners do not have mutual agency
Persons who form partnership are called as Persons who own property jointly are called as
partners co-owner
A partner has a lien on the firm property. A co-owner has no lien on the property
Types of partnership –

Types of partnership

Partnership Particular Partnership

- at will
-
Partnership at will is a partnership formed for an
indefinite period. Time period of partnership is not Particular Partnership is a partnership
fixed nor specified. formed for a specific time or for a specific
purpose.
1)Such type of partnership can continue for any
period of time depending upon the will of the Once the time is over or purpose is
partners. achieved, it cease to exist
2)It can be dissolved by any partner by giving a
notice to the other partners of his desire to quit the
firm.

Types of partners
1) Working partner or Active partner –
- Active partner contributes capital and also takes active part in the management of the firm.
- He bears an unlimited liability for the firm’s debts.
- He is known to outsiders.
- He shares profits of the firm.
- He is a full-fledged partner.
2) Sleeping or dormant partner – - Only
contributes capital;
- Does not take active part in the business;
- He shares in the profits or losses of the firm;
- His liability is unlimited;
- He is not known to the outsiders.
- A sleeping partner can retire from the firm without giving any public notice
3) Secret partner –
- Secret partner contributes capital;
- Takes active part in the business;
- He shares in the profits or losses of the firm;
- His liability is unlimited;
- his connection with the firm is not known to the outside world.
4) Limited partner –
- The liability of such a partner is limited to the extent of his share in the capital and profits of the firm.
- He does not take active part in the business;
- The firm is not dissolved in the event of his death, lunacy or bankruptcy. 5) Partner in profits only –
- Partners in profit only share in the profits of the firm but not in the losses; - His liability is unlimited;
 - He is not allowed take active part in the business;
- Such a partner is associated for his money and goodwill. 6) Nominal Partner –
- Nominal partner only lends his name and reputation for the benefit of the firm.
- He represents himself or knowingly allows himself to be represented as a partner
- Such type of partner neither contributes capital nor takes part in the management of business.
- He does not share in the profits or losses of the firm.
- He becomes liable to outsiders for the debts of the firm.

Nominal partner can be of two types -

Partner by estoppels Partner by holding out.

A partner by estoppel is someone who A partner by holding out is someone

is not a partner of a firm, but allows who is not a partner of a firm, but
others to think that he is a partner , knowingly allows the firm to project to
through his behaviour or conduct others that he is a partner of the firm

Example – Example –
Jalal, is not a partner but he tells Ramu
Alphathat
tells Ramu in the presence of Jalal that
he is a partner in a firm called Alpha
Jalal is a partner in the firm of Alpha
Enterprises. On this impression, Ramu sells Jalal does not deny it. Later on
Enterprises.
good worth ` 20,000 to the firm. Later
Ramuongives
the a loan of ` 20,000 to Alpha
firm is unable to pay the amount. Enterprises
Ramu can on the basis of the impression
recover the amount from Jalal. Here, thatJalal
Jalalisisaa partner in the firm. The firm fails
partner by estoppels. to repay the loan to Ramu. Jalal is s liable to
pay ` 20,000 to Ramu. Here, Jalal is a partner
by holding out.

Partnership is a creation of contract – Section 5

• Partnership is created out of contract and not by status.
• The members of a Hindu Undivided Family carrying on a family business or a Burmese Buddhist husband and
wife, carrying on business as such, are not partners in such business.

Difference between Partnership firm and other forms of business –

 BASIS FOR COMPARISON PARTNERSHIP FIRM COMPANY

Meaning When two or more persons agree to

carry on a business and share the profits A company is an association of persons who
& losses mutually, it is known as a invests money towards a common stock, for
Partnership firm. carrying on a business and shares the profits
& losses of the business.

Governing Act Indian Partnership Act, 1932 Indian Companies Act, 2013

How it is created?
Partnership firm is created by mutual The company is created by incorporation
agreement between the partners. under the Companies Act.

Registration Voluntary Compulsory

Partners itself. Directors

Management of the concern

Liability Unlimited Limited

Contractual capacity A partnership firm cannot enter into A company can sue and be sued in its own
contracts in its own name name.

Use of word limited No such requirement. Must use the word 'limited' or 'private
limited' as the case may be.

No Yes
Legal formalities in
dissolution / winding up

Separate legal entity No Yes

Mutual agency Yes No

Audit Audit is not compulsory Various types of audit are compulsory

Number of members Minimum required is two. Maximum Minimum number of members for a
number is 100 subject to some private company is 2 and maximum 200.
exceptions Minimum number of members for a
public limited company is 7 and there is
no limited for maximum.
 BASIS FOR
PARTNERSHIP LIMITED LIABILITY PARTNERSHIP (LLP)
COMPARISON

Meaning Limited Liability Partnership is a form of

Partnership refers to an arrangement wherein two
business operation which combines the
or more person agree to carry on a business and
features of a partnership and a body
share profits & losses mutually.
corporate.

Governed By Indian Partnership Act, 1932 Limited Liability Partnership Act, 2008

Registration Optional Mandatory

Partnership deed LLP Agreement

Charter document

Liability Unlimited Limited to capital contribution, except in case

of fraud.

Contractual It cannot enter into contract in its name. It can sue and be sued in its name.
capacity

Legal Status Partners are collectively known as firm, so there is It has a separate legal status.
no separate legal entity.

Maximum 100 partners No limit

partners

Property Cannot be held in the name of firm. Can be held in the name of the LLP.

Perpetual No Yes
Succession

Relationship Partners are agents of firm and other partners as Partners are agents of LLP only.
well.

BASIS FOR Partnership Hindu undivided family

COMPARISON

Relationship Relation subsists between the partners. It is a single person and it cannot have a
partnership by itself

Management All of the partners may involve in the management Karta of HUF is managing the business
Share of profit Partners can share profit as per the agreement No such sharing of profits in HUF

Property The properties even though in the name This business is a species of ancestral joint
of partnership firm belongs to all partners property in which every member of a family
acquires

Authority Each partner is the agent of others It has implied authority to contract debts and
pledge the properties and credit of the family
for the ordinary purposes of the family
business

Dissolution Firm can be dissolved on the eve of The death of Karta will not lead to the
death of partner, retirement of partner dissolution of the HUF business
etc., unless otherwise than agreed to in
the agreement

Rights and Liabilities of Partners –

Duties of partners – Section 9

to carry on the business of the firm to the greatest common advantage;

to be just and faithful to each other; and

to render true accounts and full information of all things affecting the firm, to any partner or his
legal representative
Every partner shall indemnify the firm for any loss caused to it by his fraud in the conduct of the
business of the firm.

Rights of Partners –
✓ Every partner has a right to take part in the conduct of the business;
✓ Every partner , has a right of free access to all records, books and accounts of the business.
✓ the partners are entitled to share equally in the profits earned and shall contribute equally to the losses
sustained by the firm (however, this is subject to the contract)
✓ where a partner is entitled to interest on the capital subscribed by him, such interest shall be payable only
out of profits;
✓ a partner shall indemnify the firm for any loss caused to it by his willful neglect in the conduct of the business
of the firm.
✓ A partner has power to act in an emergency for protecting the firm from loss
✓ Every partner has a right to retire by giving notice where the partnership is at will
✓ Every partner has a right to continue in the partnership and not to be expelled from it
✓ Any difference, arising as to ordinary matters connected with the business, may be decided by a majority of
the partners, and every partner shall have the right to express his opinion before the matter is decided.
✓ No change may be made in the nature of the business without the consent of all the partners;
Property of the firm –
1) The property of the firm includes all property and rights and interests in property, originally brought into the
stock of the firm or acquired by purchase for the firm and includes the goodwill of the business – Section 14
2) The property of the firm shall be held and used by partners exclusively for the purposes of the business –
Section 15
3) The property of the firm belongs to the firm and not to the individual partner or partners.

The ultimate test to determine the property of the firm is the real intention of the partners and the
Court can take into consideration the following facts:
(1) The source of the purchase money.
(2) The reason due to which the property was purchased or acquired.
(3) The object for which the property was purchased or acquired.
(4) The mode in which the property was obtained.
(5) The use of the property.

Partner to be agent of the firm – Section 18

1) Every partner is an agent of the firm and of other partners for the purpose of the business of the firm.
2) Any act done by the partner binds the firm and all the partners in the firm.
3) However, following acts of the partner does not bind firm and other partners –
a) If any act was done by the partner for which he had no authority and the person with whom he is
dealing knows that he has no authority; or
b) The party with which the partner was dealing does not know or believe him to be a partner.

Authority of a Partner –

Authority of a partner

Express Authority - Implied Authority -

When authority is given by words, Act done in the normal course of
spoken or written the it is called as business and in a usual way and done
Express Authority for the firm

Implied Authority –
1) A partner acting on behalf of the firm has an implied authority to bind the firm.
2) The authority of a partner to bind the firm is called his ‘implied authority’
3) The implied authority of a partner does not give him power to –
a) submit a dispute relating to the business of the firm to arbitration;
b) open a banking account on behalf of the firm in his own name;
c) compromise or relinquish any claim or portion of a claim by the firm;
d) withdraw a suit or proceeding filed on behalf of the firm;
e) admit any liability in a suit or proceeding against the firm;
f) acquire immovable property on behalf of the firm;
g) transfer immovable property belonging to the firm; or
h) enter into partnership on behalf of the firm.
 Liability of a partner – Section 25
Every partner is liable, jointly and severally, for all acts of the firm done while he is a partner.

Rights of Transferee of a partner’s interest – Section 29

1) This section allows a partner to transfer his interest in the firm, either absolutely or by mortgage or by the
creation of a charge on such interest during the continuance of the firm.
2) The transferee who receives such interest in the firm, does not entitled to-
a) interfere in the conduct of the business; or
b) to require accounts; or
c) to inspect the books of the firm
3) Rights of the transferee –
a) Transferee is entitled to receive the share of profits of the transferring partners;
b) If the firm is dissolved or the transferring partner ceases to be a partner, the transferee is entitled to
receive the share of the assets of the firm to which the transferring partner is entitled

Reconstitution of Firm –
Any change in the existing agreement / relationship of partnership amounts to reconstitution of a firm. This results in
change in the partnership agreement.

Reconstitution of a partnership firm may take place in the following occasions-

Amalgamation
Retirement of
Change in profit Admission of a Death of a of two
existing partner
sharing ratio of new partner partner; partnership
the existing firm.
partners

Expulsion of a partner – Section 33

• A partner cannot be expelled by majority of the partners.
• For a partner to be expelled, express power should be there in partnership agreement.

Death or Insolvency of a partner –

1) Where a partner in a firm is adjudicated (declared) as insolvent or is dead, he ceases to be a partner
immediately whether or not the firm is thereby dissolved.
2) The estate of a partner who dies, or who becomes insolvent, is not liable for partnership debts contracted
after the date of the death or insolvency.
3) However, estate of the partner will liable for debts incurred before death or insolvency.

Rights of outgoing partners –

1) Outgoing partner may carry on a business competing with that of the firm.

Note –
Outgoing partner cannot use the firm name.
 -

- Outgoing partner cannot represent himself as carrying on the business of the firm

- Outgoing partner cannot solicit the customers of the partnership firm.

2) The outgoing partner of the representative of the deceased partner is entitled at the option-
a) to such share of the profits made since he ceased to be a partner; or
b) to interest at 6% per annum on the amount his share in the property of the firm.

Registration of the Firm –

For the purpose of registration a statement in the prescribed form containing the following details should be
submitted – the name of the firm;
• the place of business of the firm;
• the names of any other places where the firm carries on business;
• the date when each partner joined the firm;
• the names, in full, and permanent address of the partners; and
• the duration of the firm.
Statement shall be prepared and duly signed by all partners, or by their agents having authority.

Effect of non-registration – Section 69

The consequences of non-registration of a firm are as under – ✓ A partner
cannot sue the partnership firm for his claims;
✓ The firm cannot sue any 3rd party for any debts arising out of the contract; ✓ No partner
can file a suit against other partners of the firm.
Note –
Third parties can file a suit against the firm to enforce their rights.

However, even if a firm is not registered, it allows following suits –

a) A suit for the dissolution of a firm
b) A suit for rendering of accounts of a dissolved firm
c) A suit for realisation of the property of a dissolved firm.
d) A suit or claim of set-off, the value of which does not exceed one hundred rupees,
e) A suit for the realisation of the property of an insolvent partner

Dissolution of a firm –

Modes of Dissolution of a firm

Dissolution on Dissolution by
Dissolution by Compulsory the happenings notice of Dissolution by
agreement dissolution of certain partnership at the court
contingencies will

A) Dissolution by agreement – Section 40

A firm may be dissolved with the consent of all partners or in accordance with a contract between the
parties.
 B) Compulsory dissolution – Section 41 a firm is
dissolved –
1) If all the partners or of all the partners but one as insolvent; or
2) By the happening of any event which makes the business unlawful.

C) Dissolution on the happenings of certain contingencies – Section 42

A firm is dissolved –
a) if constituted for a fixed term, by the expiry of that term;
b) if constituted to carry out one or more adventures or undertakings, by the completion thereof;
c) by the death of a partner; and
d) by the adjudication of a partner as an insolvent.

D) Dissolution by notice of partnership at will – Section 43

Where the partnership is at will, the firm may be dissolved by any partner giving notice, in writing, to all the
other partners, of his intention to dissolve the firm. The firm is dissolved as from the date mentioned in the
notice as the date of dissolution or, if no date is mentioned, as from the date of the communication of then
notice.

E) Dissolution by the court – Section 44

Court may direct dissolution of a firm on the following grounds – ✓ if a partner
has become of unsound mind;
✓ if a partner has become permanently incapable of performing his duties as partner;
✓ if a partner is guilty of conduct which is likely to affect prejudicially the carrying on of business, regarding
being had to the nature of business;
✓ if a partner wilfully or persistently commits breach of agreements relating to-
a) the management of the affairs of the firm; or
b) the conduct of its business; or
c) otherwise so conducts himself in matters relating to the business that it is not reasonably practicable
for the other partners to carry on the business in partnership with him;
✓ If a partner has in any way –
a) transferred the whole of his interest in the firm to a third party; or
b) has allowed his share to be charged; or
c) has allowed it to be sold in the recovery of the arrears of land revenue; or
d) of any dues recoverable as arrears of land revenue due by the partner;
✓ the business of the firm cannot be carried on save at a loss; or
✓ on any other ground which renders it just and equitable that the firm should be dissolved.

Effect of Dissolution –
A) Continuing authority of partners –
1) Authority of the partners continues even after dissolution so long as is necessary to wind up the
business.
2) each partner has an equitable lien over the firm’s assets which he can apply to pay the debts of the firm
and to receive any amount due from partnership firm.

B) Continuing liability of partners –

1) Liability of partners continues till the public notice of dissolution is given.
2) Liability of partners continues for all things necessary for the winding up of the business. The partners
may complete unfinished transactions
 Note –
This authority is only for winding up and not for new transactions.

C) Right to Return of Premium –

a) To buy entry into an existing firm, a new partner sometimes has to pay a premium to the existing
partners in addition to any investment of capital.
b) On dissolution, he is entitled to demand the return of a proportion of the premium if the partnership was
for a fixed term and was dissolved before the expiry of that term
c) However, in the following 3 cases, partner will not get the premium return – 1) Where the partnership
was dissolved by agreement; or 2) misconduct of the party seeking return of the premium; or 3) death of
a partner.

D) Settlement of Accounts on Dissolution (order of payment) –

a) Losses shall be paid first out of undistributed profits next out of capital, and lastly, if necessary, by the
partners individually in the profit sharing ratio.
b) The assets of the firm including the losses contributed by the partner as above shall be applied in the
following manner –
1) in paying outside creditors;
2) in repaying advances made by partners
3) in repaying capital to partners; and
4) if any amount is left then it shall be divided in PSR.

Loss due to insolvency of partners –

In case a partner is insolvent and is not able to contribute towards the deficiency, then –
a) The solvent partners will contribute only their share of deficiency in cash;
b) The available assets should be distributed among the solvent partners in proportion to their
capital.

Sale of Goodwill –
Where goodwill is sold the value is divisible among the partners in the same manner as they share profits and losses.

Rights in case of sale of goodwill -

Rights of buyer Rights of seller

a) represent himself in continuing Seller may enter into

the business, competition with the
b) Buyer can use the firm name purchaser unless he is
c) Buyer can solicit the former prevented by a valid restraint
customers and will restrict the clause in the contract of sale.
seller of the goodwill from doing so.
Suit for Libel or Slander –
a) A firm is merely a collection of partners and cannot bring a suit for libel or slander.
b) Libel or slander against a firm means a libel or slander of its partners. Such partners themselves or any one
may file the suit for libel or slander

LIMITED LIABILITY PARTNERSHIP : LLP Act, 2008

Nature of LLP:
• Hybrid of companies & partnerships: Benefit of limited liability of company and flexibility of
partnership.
• Separate Legal Entity: Continue its existence irrespective of changes in partners.
• LLP itself can enter into contracts and hold properties.
• Partner’s liability limited to the agreed contribution.
• LLP concept exist in UK, US, Australia, Singapore & various Gulf Countries.
• Based on Indian LLP Act based on UK LLP Act, 2000 and Singapore LLP Act, 2005.
• Professional & non-professional (Businessman) both can set up LLP.
Advantages of LLP:
• Separate legal entity
• Easy to establish
• Flexibility without imposing detailed legal and procedural requirements.
• Perpetual existence irrespective of changes in partners.
• Internationally renowned form of business in comparison to company.
• No requirement of minimum capital contribution.
• No restriction as to maximum number of partners.
• LLP & its partners are distinct from each other.
• Partner are not liable for Act of other partners.
• Personal assets of the partners are not expect in case of fraud.
• Easy to dissolve or wind-up.
• No requirement to maintain statutory records except Books of Accounts.
• Less Cost of Formation

Disadvantages of LLP:
• LLP cannot raise funds from public.
• Any act of partner without the knowledge of other partners may bind the up.
• Under some cases, liability may extend to personal assets of partners.
• No separation of Management from
owners.
Liability of Partners:
• There shall be personal liability of a partner for his own wrongful act or omission.
• A partner shall not be personally liable for wrongful act or omission of any other partner of the limited
liability partnership.
Partner as Agent:
• Every partner of LLP is agent of the limited liability partnership for the purpose of the business of the
limited liability partnership.
• A partner is not agent of other partners of LLP.
Contribution:
• A contribution of a partner may consist of tangible, movable or immovable or intangible property or other
benefit to the limited liability partnership.
• Money, promissory notes, other agreements to contribute cash or property, contracts for services
performed, contract of services to be performed are valid contribution.
Designated Partner:
• Designated partners are the partners who manages day to day affairs of LLP.
• Every LLP shall have at least two Designated Partners.
• Designated partners shall be individual.
• At least one of these designated partners shall be resident of India.
Partner:
• Any individual or body corporate may be a partner in a limited liability partnership.
• A person may be admitted as partner in the LLP in accordance with LLP agreement of that LLP.
• Usually name of partner is mentioned in LLP agreement.
Eligibility to be a Partner:
• On the incorporation of a limited liability partnership, the person who subscribed their names to the
incorporation document shall be its partners.
• Any other person may become a partner of the limited liability partnership by and in accordance with
the limited liability agreement.
Disqualification :
(a) he has been found to be of unsound mind by a court of competent jurisdiction and finding is in force.
(b) he is, undischarged insolvent or
(c) he has applied to be adjudicated as an insolvent and his application is pending.
Number of Partners:
• Every LLP shall have at least two partners.
 Name of LLP:
Every limited liability partnership shall have either the words “Limited liability partnership” or acronym
“LLP” as the last words of its name.

Contents of Incorporation Documents:

1. Be in a form as may be prescribed.
2. State the name of LLP.
3. State the proposed business of the LLP.
4. State the address of the registered office of LLP.
5. State the name and address of each partner.
6. State the name and address of the designated partner.
7. Contain such other information concerning the proposed LLP.
Registration of LLP/Incorporation by Registration/ Certificate of Incorporation:
• An LLP when registered becomes incorporated.
• The Certificate given by registrar in which the name of the LLP is specified is known as Incorporation
Certificate.
• The Incorporation Certificate shall be conclusive evidence that the limited liability partnership is
incorporated by the name specified therein.
Effect of Registration:
• Suing and being sued
• acquiring, owning, holding and developing or disposing of property, whether movable or immovable
tangible or intangible.
• having a common seal, if it decides to have one.
• doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
 Registered Office:
Every LLP shall have a registered office to which all communications and notices may be addressed and where
they shall be received.

Holding Out:
Meaning : to represent
• Any person holding off as partner is liable to any person who has on the faith of any such representation
given credit to the limited liability partnership.
• The liability of LLP shall be without prejudice to the liability of the person so representing himself or
represented to be a partner.
Legal Representative of a Partner shall not be Liable:
• Where after a partners death the business is continued in the same limited liability partnership name.,
• The continued use of that name or of the deceased partner’s name as a part thereof shall not of itself
make his legal representative or his estate liable for any act of the LLP done after his death.
Unlimited Liability in case of Fraud:
Liability of LLP and its fraudulent partner shall be unlimited, if any out carried out by a limited liability partnership
or any of its partners,
1. with intent to defraud creditor or any ether person.
2. for any fraudulent purpose.
Partner’s Transferable Interest:
The right of a partner:
1. to a share of the profits and losses is of the LLP.
2. to receive distribution in accordance with the LLP agreement.
In a same manner, a Partner may transfer all or any of these rights wholly or in part.
No transfer of Management or Control:
The transfer of transferable right does not the transferee or assignee :
(a) to participate in the management or conduct of the activities of the limited liability partnership.
(b) Access information concerning the transactions of the limited liability partnership.
Winding up and Dissolution:
1. The winding up of a limited liability partnership may be either voluntary or by tribunal.
2. The LLP, so wound up may be dissolved.
Winding up by Tribunal:
A limited liability partnership may be wound up by the Tribunal if;
a. Decides that limited liability partnership would wound up by tribunal.
b. For a period of more than six months, the number of partners reduced below two.
c. Unable to pay its debts.
d. Has acted against the interests of the sovereignty & integrity of India.
e. Has made a default in filling with the Register of Statement of Account and solvency or annual return
for any five consecutive financial year.
f. If the Tribunal is of that is just and equitable that the LLP be would up.

James V George