Certain provisions of Companies Act 2013 to apply to LLP with modifications

Certain provisions of Companies Act 2013 to apply to LLP with modifications

MCA has notified that the provisions of sections 90, 164, 165, 167, sub-section (5) of section 206, sub-section (3) of section 207, 252 and section 439 of the Companies Act, 2013 shall apply to limited liability partnership with the modifications as under:

Part/ Chapter/ Section /Sub-section(s) in the Companies Act, 2013 Modifications
In section 90, in sub-section (1) to sub-section (11)

(i) for the word “shares”, wherever it occurs, the word “contribution” shall be substituted;

(ii) for the word “company” wherever it occurs, the words “limited liability partnership” shall be substituted;

(iii) for the word “member” wherever it occurs, the word “partner” shall be substituted;

(iv) for the word “officer” wherever it occurs, substitute the words “partner” or “designated partner” shall be substituted.

In section 164  
Sub-section (1)

(i) for the words “for appointment” wherever they occurs, the words “to become” shall be substituted;

(ii) for the word “director” wherever it occurs, the words “designated partner” shall be substituted;

(iii) for the word “company” wherever it occurs, the words “limited liability partnership” shall be substituted

Sub-section (2)

or sub-section (2), the following shall be substituted, namely:-

“(2) No person, who is or has been a director of a company or designated partner of limited liability partnership, as the case may be, which—

(a) has not filed financial statements or the Statement of Account and Solvency or annual returns, as the case may be, for any continuous period of three financial years; or

(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more,

shall be eligible to become or continue as a designated partner of that limited liability partnership or to become designated partner in other limited liability partnerships for a period of five years from the date on which the said company or limited liability partnership fails to do so.

Provided that where a person becomes as a designated partner of a limited liability partnership which is in default of clause (a) or clause (b), he shall not incur disqualification for a period of six months from the date he becomes designated partner.

In section 165

 

Sub-section(1)

For sub-section (1), the following shall be substituted, namely:-“(1) No person shall become designated partner in more than twenty limited liability partnerships.

Sub-section (3)

for sub-section (3), the following shall be substituted, namely:-

“(3) Any person holding office as designated partner in limited liability partnerships more than the limits as specified in sub-section (1) ,immediately before this notification shall, within a period of one year from such notification ,-

(a) choose not more than specified limit of those limited liability partnerships , as limited liability partnerships in which he wishes to continue to hold the office of designated partner;

(b) resign his office as designated partner in the other remaining limited liability partnerships; and

(c) intimate the choice made by him under clause (a),to each one of the limited liability partnerships in which he was holding the office of designated partner before such notification and Registrar having such jurisdiction in respect of each limited liability partnership.”

Sub-section (4)

for the word “company” wherever it occurs, the words “limited liability partnership” shall be substituted;

Sub-section (5)

(i) for the words “director” or “non-executive director” wherever they occurs, the words “designated partner” shall be substituted;

(ii) for the words “commencement of this Act”, the words “date of this notification” shall be substituted

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