The Limited Liability Partnership Act, 2008 · XIV — MISCELLANEOUS

Section 7. Effect of registration

In force · As amended up to 2026-08

7. Effect of registration.— On and from the date of registration specified in the certificate of — registration issued under paragraph 5 (a) there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act; (b) all tangible (movable or immovable) and intangible property vested in the company, all assets, interests, rights, privileges, liabilities, obligations relating to the company and the whole of the undertaking of the company shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and (c) the company shall be deemed to be dissolved and removed from the records of the Registrar of Companies. 7. Designated partners.— (1) Every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be a resident in India: Provided that in case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners. 1. Subs. by Act 31 of 2021, s. 3 "sub-section (1) of section 10FB" (w.e.f. 1-4-2022). 2. Subs. by s. 2, ibid ., for "the Companies Act, 1956 (1 of 1956)" (w.e.f. 1-4-2022). Explanation .— For the purposes of this section, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and[1] [twenty days during the financial year]. (2) Subject to the provisions of sub-section (1), — (i) if the incorporation document — (a) specifies who are to be designated partners, such persons shall be designated partners on incorporation; or (b) states that each of the partners from time to time of limited liability partnership is to be designated partner, every such partner shall be a designated partner; (ii) any partner may become a designated partner by and in accordance with the limited liability partnership agreement and a partner may cease to be a designated partner in accordance with limited liability partnership agreement. (3) An individual shall not become a designated partner in any limited liability partnership unless he has given his prior consent to act as such to the limited liability partnership in such form and manner as may be prescribed. (4) Every limited liability partnership shall file with the registrar the particulars of every individual who has given his consent to act as designated partner in such form and manner as may be prescribed within thirty days of his appointment. (5) An individual eligible to be a designated partner shall satisfy such conditions and requirements as may be prescribed. (6) Every designated partner of a limited liability partnership shall obtain a Designated Partner Identification Number (DPIN) from the Central Government and the provisions of[2] [sections 153 to 159] (both inclusive) of[3] [the Companies Act, 2013 (18 of 2013)] shall apply mutatis mutandis for the said purpose. 7. Effect of registration.— On and from the date of registration specified in the certificate of registration issued under paragraph 5, — (a) there shall be a limited liability partnership by the name specified in the certificate of registration registered under this Act; (b) all tangible (movable and immovable) property as well as intangible property vested in the firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of the undertaking of the firm shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed; and (c) the firm shall be deemed to be dissolved and if earlier registered under the Indian Partnership Act, 1932 (9 of 1932) removed from the records maintained under that Act. 7. Registration in relation to property.— If any property to which clause (b) of paragraph 6 applies is registered with any authority, the limited liability partnership shall, as soon as practicable, after the date of registration, take all necessary steps as required by the relevant authority to notify the authority of the conversion and of the particulars of the limited liability partnership in such form and manner as the authority may determine.

Source: India Code

How this section changed

  1. substituted by Act 31 of 2021, s. 3

    In force from 1 Apr 2022

    Footnote: 1. Subs. by Act 31 of 2021, s. 3 "sub-section (1) of section 10FB" (w.e.f. 1-4-2022).

  2. substituted by Act 31 of 2021, s. 2

    In force from 1 Apr 2022

    Earlier wording: “the Companies Act, 1956 (1 of 1956)”

    Footnote: 2. Subs. by s. 2, ibid ., for "the Companies Act, 1956 (1 of 1956)" (w.e.f. 1-4-2022).