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Limited liability partnership is a unique concept in itself because the limited liability partnership concludes with the feature of Limited Liability Company and a partnership. The very first introduction or we can say legalization of this concept was done in limited liability partnership Act, 1932. Which was recently overruled by the limited liability partnership Act, 2008. The limited liability partnership as name states in itself binds each and every partner of partnership with limited liabilities beforehand.
Definition of limited liability partnership: – a partnership is a limited liability partnership if it’s formed and registered under the limited liability partnership Act, 2008. Following due procedure provided in the act.
Definition of limited liability partnership agreement: – any written agreement between the partners of limited liability partnership mutually agreed upon the said agreement which defines the mutual and individual duties and right of partners in relation to the limited liability partnership. Thus whoever agrees upon such an agreement with the intention of joining it. Becomes a partner of the limited liability partnership after completion prescribed procedure provided in the act.
Definition of a partner: – a partner is any person who has agreed upon or has become a partner by the limited liability partnership agreement.
Nature of limited liability partnership: – limited liability partnership has the separate entity like the company. It may be corporal or incorporeal in existence. Partners of limited liability are the different legal entity from limited liability partnership. Limited liability partnership also has a feature of continues succession thus a person can be a partner by succession. Also if there are any changes in the limited liability partnership the existing right and duties of doesn’t get affected with any such change.
Who can be a partner:-
- A person of sound mind
- Who is not insolvent
- There shall be no pending appeal o be adjudicated as an insolvent.
Cessation of a partner:-
- A person who is a partner of a limited liability partnership ceases to be a partner I, in the absence of an agreement with the other partners as too cessation of being a partner, by giving notice in writing of not less the 30days before of such intentions.
- On his death or dissolution or winding up of limited liability partnership.
- If declared as a person of unsound mind any the competent court.
- Applied to be adjudged as an insolvent.
Admission of a new partner in limited liability partnership:-
There are no express rules prescribed for the introduction of a new partner in limited liability partnership but more often it is prescribed in limited liability partnership agreement if no in agreement partners can set rules for the introduction of a new partner by their own. Although, it shall be registered with registrar office with the consent of new partner that he is willing to be a partner in the limited liability partnership within the prescribed time.
Work of lawyer: – the concept of limited liability partnership although old but still a matter of confusion. The heart of limited liability partnership lies within the agreement of limited liability partnership and incorporation agreement of the same. Any act beyond the agreement role of a lawyer comes in action. Also if there is any legal hardship in the formation of agreement or incorporation and filling the documentation lawyer is a handful person. By Ankur Sharma, Law Student
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