Eligibility to be partners (Section 22)
This section provides that there can be two ways to be eligible as a partner in a limited liability partnership firm. The very first clause says that a person can be a partner by subscribing his name to the incorporation document. Secondly, if a person want to become a partner after the incorporation he can do so by agreeing to the existing agreement. Thus a person can be a partner in a LLP by either of the two ways.
Relationship of partners (Section 23)
The relationship between the partners as to their mutual rights and duties are governed by the LLP agreement. In case of absence of any such agreement the partners such mutual rights and duties are to be determined in accordance with the rules set out in the First schedule of the act. It also empowers the Central Government to prescribe the shape, manner, rules and therefore the fees for filing the LLP agreement and inform the changes therein. This section further provides that any agreement made before the incorporation of LLP, may impose obligations, if ratified by all the partners. Any changes made in the LLP agreement shall be communicated and filed with the ROC within 30 days of such change along with the fee prescribed.
Cessation of partnership (Section 24)
Wherein the LLP agreement talks about the cessation of the term of employment, he may cease to be a partner or where there is no such agreement with the other partners as to cessation of partnership, the person can submit a notice in writing expressing his intention to resign as partner.
A person shall cease to be a partner of a LLP within the following cases:-
- On his death or dissolution of the limited liability partnership.
- If the person has been declared of unsound mind by a competent court.
- If a person has been declared insolvent or has applied to be adjudged as an insolvent.
Where a person has ceased to be a partner, he or that former partner will still be regarded as a partner in the limited liability partnership until and unless:-
- The person so concerned has the notice that the former partner has ceased to be a partner of the LLP.
- The notice of cessation of the partner of LLP has been delivered to the Registrar.
In Limited Liability Partnership cessation of partner from L.L.P. does not discharge the partner from any type of obligations towards the LLP or to the other partners or towards the any person which he incurred while being a partner.
Where a partner, ceases to be a partner, unless otherwise provided within partnership agreement, the previous partner or an individual entitled to his share in consequence of the death or insolvency of the previous partner, shall be entitled to receive from the partnership
(a) an amount adequate to the capital contribution of the previous partner actually made to the indebtedness partnership
(b) his right to share, within the profits of the LLP, after the deduction of accumulated losses of the limited liability partnership, determined as at the date the former partner ceased to be a partner.
If the former partner or a person entitled to the share become insolvent or death because of any reason than the former partner is not entitled or do not have any right to interfere with the management of the L.L.P.
Registration of changes in partners (Section 25)
(1) Every partner shall tell the constrained liability partnership of any change in his name or address within a duration of fifteen days of such change.
(2) A limited liability partnership shall-
(a) where a person becomes or ceases to be a partner, report a word with the Registrar inside thirty days from the date he will become or ceases to be a partner.
(b) where there may be any change in the name or his address, file a notice with the Registrar within thirty days of such change.
(3) A notice filed with the Registrar beneath sub-phase (2)-
(a) shall be in such form and with the aid of such prices as may be prescribed.
(b) will be signed by particular partner of the LLP and authenticated in a way as may be prescribed.
(c) if it relates to an incoming partner, shall comprise a declaration via such partner that he sees eye to eye to turning into a companion, signed by him and authenticated in the way as may be prescribed.
(4) If the LLP contravenes the provisions of sub-segment (2), the limited liability partnership and every designated partner will be punishable, which shall not be much less than two thousand rupees however which can also expand to twenty-five thousand rupees.
(5) If any associate contravenes the provisions of sub-segment (1), such associate shall be punishable with high-quality which shall no longer be much less than two thousand rupees but which might also extend to twenty-five thousand rupees.
(6) Any person who ceases to be an associate of a LLP may himself report with the Registrar the notice cited in sub-section (three) if he has affordable purpose to believe that the LLP may not file the notice with the Registrar and in case of such a note filed by a accomplice, the Registrar shall reap an affirmation to this effect from the LLP except the LLP has also filed such note that:
Provided that wherein no confirmation is given by the LLP within fifteen days, the registrar shall register the notice made with the aid of someone ceasing to be an associate.
This section provides that there can be two ways to be eligible as a partner in a limited liability partnership firm. The very first clause says that a person can be a partner by subscribing his name to the incorporation document. Secondly, if a person wants to become a partner after the incorporation he can do so by agreeing to the existing agreement. Thus a person can be a partner in an LLP in either of the two ways.
Relationship of partners (Section 23)
The relationship between the partners as to their mutual rights and duties is governed by the LLP agreement. In case of the absence of any such agreement, the partners’ mutual rights and duties are to be determined in accordance with the rules set out in the First Schedule of the act. It also empowers the Central Government to prescribe the shape, manner, rules and therefore the fees for filing the LLP agreement and inform the changes therein. This section further provides that any agreement made before the incorporation of LLP may impose obligations if ratified by all the partners. Any changes made in the LLP agreement shall be communicated and filed with the ROC within 30 days of such change along with the fee prescribed.
Cessation of partnership (Section 24)
Wherein the LLP agreement talks about the cessation of the term of employment, he may cease to be a partner or where there is no such agreement with the other partners as to the cessation of partnership, the person can submit a notice in writing expressing his intention to resign as a partner.
A person shall cease to be a partner of an LLP within the following cases:-
- On his death or dissolution of the limited liability partnership.
- If the person has been declared of unsound mind by a competent court.
- If a person has been declared insolvent or has applied to be adjudged as insolvent.
Where a person has ceased to be a partner, he or that former partner will still be regarded as a partner in the limited liability partnership until and unless:-
- The person so concerned has the notice that the former partner has ceased to be a partner of the LLP.
- The notice of cessation of the partner of LLP has been delivered to the Registrar.
In a Limited Liability Partnership cessation of a partner from L.L.P. does not discharge the partner from any type of obligations towards the LLP or to the other partners or towards any person which he incurred while being a partner.
Where a partner, ceases to be a partner, unless otherwise provided within partnership agreement, the previous partner or an individual entitled to his share in consequence of the death or insolvency of the previous partner, shall be entitled to receive from the partnership
(a) an amount adequate to the capital contribution of the previous partner actually made to the indebtedness partnership
(b) his right to share, within the profits of the LLP, after the deduction of accumulated losses of the limited liability partnership, determined as at the date the former partner ceased to be a partner.
If the former partner or a person entitled to the share becomes insolvent or death because of any reason then the former partner is not entitled or does not have any right to interfere with the management of the L.L.P.
Registration of changes in partners (Section 25)
(1) Every partner shall tell the constrained liability partnership of any change in his name or address within a duration of fifteen days of such change.
(2) A limited liability partnership shall-
(a) where a person becomes or ceases to be a partner, report a word with the Registrar within thirty days from the date he will become or ceases to be a partner.
(b) where there may be any change in the name or address, file a notice with the Registrar within thirty days of such change.
(3) A notice filed with the Registrar beneath sub-phase (2)-
(a) shall be in such form and with the aid of such prices as may be prescribed.
(b) will be signed by a particular partner of the LLP and authenticated in a way as may be prescribed.
(c) if it relates to an incoming partner, shall comprise a declaration via such partner that he sees eye to eye to turning into a companion, signed by him and authenticated in the way as may be prescribed.
(4) If the LLP contravenes the provisions of sub-segment (2), the limited liability partnership and every designated partner will be punishable, which shall not be much less than two thousand rupees however it can also expand to twenty-five thousand rupees.
(5) If any associate contravenes the provisions of sub-segment (1), such associate shall be punishable with high quality which shall no longer be much less than two thousand rupees but which might also extend to twenty-five thousand rupees.
(6) Any person who ceases to be an associate of an LLP may himself report with the Registrar the notice cited in sub-section (three) if he has the affordable purpose to believe that the LLP may not file the notice with the Registrar and in case of such a note filed by an accomplice, the Registrar shall reap an affirmation to this effect from the LLP except the LLP has also filed such note that:
Provided that wherein no confirmation is given by the LLP within fifteen days, the registrar shall register the notice made with the aid of someone ceasing to be an associate.
