Legal Document View

Unlock Advanced Research with PRISMAI

Integrated with over 4 crore judgments and laws — designed for legal practitioners, researchers, students and institutions

- Know your Kanoon - Doc Gen Hub - Counter Argument - Case Predict AI - Talk with IK Doc - ...
Upgrade to Premium
[Cites 0, Cited by 0]

Union of India - Act

Companies Act, 1956 - Applicability to Limited Liability Partnership

UNION OF INDIA
India

Companies Act, 1956 - Applicability to Limited Liability Partnership

Rule COMPANIES-ACT-1956-APPLICABILITY-TO-LIMITED-LIABILITY-PARTNERSHIP of 2010

  • Published on 6 January 2010
  • Commenced on 6 January 2010
  • [This is the version of this document from 6 January 2010.]
  • [Note: The original publication document is not available and this content could not be verified.]
Companies Act, 1956 - Applicability to Limited Liability PartnershipPublished vide Notification No. G.S.R. 6(E), 6th January, 2010G.S.R. 6(E). - In exercise of powers conferred by sub-section (1) of section 67 of Limited Liability Partnership Act, 2008 (6 of 2009) the Central Government hereby directs that the provisions of sections 441, 443, 445, 446, 448, 450, 451, 453, 454, 455, 456, 457, 458, 458A, 460, 463, 464, 465, 466, 467, 468, 471, 474, 476, 477, 478, 479, 481, 482, 483, 484, 486, 487, 488, 494, 497, 511, 511A, 512, 514, 515, 517, 518, 519, 528, 529, 529A, 530, 531, 531A, 532, 533, 534, 535, 536, 537, 538, 539, 540, 541, 542, 543, 544, 545, 546, 547, 548, 549, 550, 551, 552, 553, 554, 555, 556, 558, 559, 560 and 584 of the Companies Act, 1956 shall apply to a limited liability partnership, except where the context otherwise requires, with the following modifications:-Modifications

1.

(i)
(a)For the word "company" occurring in any of the aforesaid provisions of the Companies Act 1956, the words "limited liability partnership" shall be substituted:
(b)for the word "articles" occurring in any of the aforesaid provisions of the Companies Act 1956, the words "limited liability partnership agreement" shall be substituted;
(c)for the word "director" occurring in any of the aforesaid provisions of the Companies Act 1956, (except in section 544) the words "designated partner" shall be substituted;
(d)for the word "promoter" or "member" or "contributory" occurring in any of the aforesaid provisions of the Companies Act 1956, the word "partner" shall be substituted;
(e)for the word "Court" occurring in any of the aforesaid provisions of the Companies Act 1956 (except in sub-section (5A) of section 454, section 482 and section 483), the word "Tribunal" shall be substituted, provided that until the Tribunal is constituted under the Companies Act, 1956, the word "Tribunal" shall be substituted with the words "High Court";
(f)for the words "this Act" occurring in any of the aforesaid provisions of the Companies Act, 1956, the words "Limited Liability Partnership Act" shall be substituted.
(ii)modifications set out in the Table.
Explanation. - For the purposes of application of the provisions of the Companies Act, 1956 to limited liability partnerships, it is hereby clarified that-
(a)where any sub-section of the applicable aforesaid section of the Companies Act, 1956 is not specified in the Table, such sub-section of that section is applicable to the limited liability partnerships without any modification; and
(b)"LLP Liquidator" means a limited liability partnership liquidator.
TableModifications to the provisions of the Companies Act, 1956 applied to Limited liability Partnerships
Sl. No Part/ Chapter/ Section number/ marginal note andsub-section(s) in the Companies Act, 1956 Modifications
(1) (2) (3)
  Part VII: Winding-up  
  Chapter II: Winding up by the Court  
1. Section 441 (Commencement of winding up by Court)  
  sub-sections (1) and (2) In sub-sections (1) and (2).(i) for the word "Court",wherever it occurs, substitute the word "Tribunal";and(ii) for the word "company", wherever it occurs,substitute the words "limited liability partnership".
2. Section 443 (Powers of Court on hearing petition)  
  sub-section(1) Substitute sub-section (1) with the following:-"(1)On hearing a winding up petition, the Tribunal may within ninetydays from the date of presentation of the petition-(a) dismissit with or without costs:(b) make any interim order as itthinks fit:(c) direct the action for revival orrehabilitation of the limited liability partnership inaccordance with procedure laid down in sections 60 to 62 of theLimited Liability Partnership Act, 2008;(d) appoint a"Liquidator" as provisional liquidator of the limitedliability partnership till the making of a winding up order,(e)make an order for the winding up of the limited liabilitypartnership with or without costs, or(f) any other orders ororders as may he considered fit:Provided that the Tribunalshall not refuse to make a winding up order on the ground onlythat the assets of the limited liability partnership have beenmortgaged for an amount equal to or in excess of those assets, orthat the limited liability partnership has no assets."
  sub section (2) In sub-Section(2),-(i) for the word "Court'',substitute the word "Tribunal"; and(ii) for theword "company", wherever it occurs, substitute thewords "limited liability partnership".
  sub-section (3) Omit sub-section (3).
3. Section 445 (Copy of winding up order to be filed withRegistrar)  
  sub-section (1) Substitute sub-section (1) with the following:-"(1)On the making of a winding up order, it shall be the duty of thepetitioner in the winding up proceedings and of the limitedliability partnership to file with the Registrar a certified copyof the order, within fifteen days from the date of the making ofthe order.If default is made in complying with the foregoingprovision, the petitioner, or as the case may require, thelimited liability partnership, and the designated partners of thelimited liability partnership shall be punishable with tine whichmay extend to one thousand rupees for each day during which thedefault continues."
  sub-section (1A) In sub-section (1A), for the words 'thirty days', substitutethe words 'fifteen days'.
  sub-sections (2) and (3) In sub-sections (2) and (3) for the word "company'’wherever it occurs, substitute the words "limited liabilitypartnership".
4. Section 446 (Suits stayed on winding up order)  
  In sub-sections (1) to (3) In sub-section (1) to (3),-(i) for the word "Court"wherever it occurs substitute the word "Tribunal";(ii) for the word "company" wherever it occurs,substitute the words "limited liability partnership";and(iii) tor the words "Official liquidator",substitute the word "Liquidator".
  sub-section (2) In sub-section (2)(i) in clause (c), for the word andfigure "section 391'" substitute the word and figure"section 60": and(ii) omit the following words andfigures occurring at the end "or before or after thecommencement of the Companies (Amendment) Act 1660(65 of 1960)".
5. Section 448 (Appointment of Official Liquidator)  
  sub-section(1) Substitute sub-section (1) with the following:-"(1) Forthe purposes of winding, up of a limited liability partnership bythe Tribunal or for the purpose of appointment of provisionalliquidator, there shall be a "liquidator" who may beeither an Official Liquidator or a Liquidator appointed by anorder of the Tribunal from the panel of such professionals, firmsor bodies corporates consisting of such professionals as may beprescribed, which the Central Government shall constitute forthat purpose in such manner as may be prescribed. In the absenceof any such order the Official Liquidator shall become or act as"liquidator"
  sub-sections (1A) and (2) Omit sub-sections (1A) and (2).
6. Section 450 (Appointment and powers of provisional liquidator)  
  sub-section (1) Substitute sub-section (1) with the following :-"(1) Atany time after the presentation of a winding up petition andbefore the making of a winding up order, the Tribunal may appointthe Liquidator to be liquidator provisionally."
  sub-sections (2) In sub-section (2),-(i) for the word "Court"wherever it occurs, substitute the word "Tribunal"; and(ii) for the word "company", substitute the words"limited liability partnership"; and
  sub-sections (3) In sub-section (3), for the word "Court" wherever itoccurs, substitute the word "Tribunal".
  sub-section (4) Substitute sub-section (4) with the following:-"(4)The Liquidator shall cease to hold office us provisionalliquidator, and shall become the liquidator, of the limitedliability partnership, on a winding up order being made."
7. Section 451 (General provisions as to liquidators)  
  Sub-section (1) In sub section (1). -(i) for the word "Court",substitute the word "Tribunal"; and(ii) for the word"company", substitute the words "limited liabilitypartnership"
  sub-section (2) In sub-section (2),for the word "company",substitute the words "limited liability partnership".
8. Section 454 (Receiver not to be appointed of assets withliquidator) In section 453, for the word "Court", substitute theword "Tribunal".
9. Section 454 (Statement of affairs to be made to OfficialLiquidator)  
  sub-section (1) Substitute sub-section (1) with the following:-"(1)(i)Every limited liability partnership shall file with the Tribunala statement of its affairs in such form as may be prescribedalongwith the petition for winding up;(ii) where a limitedliability partnership opposes a petition for its winding up, itshall file with the Tribunal a statement of its affairs in suchform as may be prescribed within such time as may be specified bythe Tribunal;(iii) where the Tribunal has made a winding uporder or appointed the Liquidator as provisional liquidator,unless the Tribunal in its discretion otherwise orders, thereshall be made out and submitted to the Liquidator a statement asto the affairs of the limited liability partnership in such formand containing such particulars as may be prescribed;(iv) Thedesignated partners and other officers of the limited liabilitypartnership in respect of which a petition for winding up ismade, shall ensure that the accounts of the limited liabilitypartnership are completed and audited in accordance with LimitedLiability Partnership Rules 2009 up to the date of the order andsubmitted to the Tribunal at the cost of the limited liabilitypartnership within 60 days of the date of the winding up order orwithin such period as may be allowed by the Tribunal."
  sub-sections (2) and (4) Omit sub-sections (2) and (4).
  sub-section (3) Substitute sub-section (3) with the following:-"(3)The statement under clause (iii) of sub-section (1) shall besubmitted within twenty one days from relevant date or withinsuch extended time not exceeding two months (including the periodof twenty one days) from the date as the Liquidator or theprovisional liquidator or the Tribunal may for special reasonsappoint."
  sub-section (5A) In sub-section (5A), for the words, "by which the windingup order is made or the provisional liquidator is appointed",substitute the words "having jurisdiction under this Act".
  sub-section (6) In sub-section (6), -(i) for the word "company",substitute the words "limited liability partnership";and(ii) for the word "contributory", substitute theword "partner"
  sub-section (7) In sub-section (7),-(i) for the word "contributory", substitute the word"partner-; and(ii) for the words "Official Liquidator", substitutethe word "liquidator".
10. Section 455 (Report by Official Liquidator)  
  sub-section (1) Substitute sub-section (1) with the following:-(1)Where the Tribunal has made a winding up order, the Liquidatorshall, within sixty days from the winding up order, submit to theTribunal, a report containing such particulars as may beprescribed."
  sub-section (2) In sub-section (2), -(i) for the words "OfficialLiquidator", substitute the word "liquidator";(ii)for the word "company", wherever it occurs, substitutethe words "limited liability partnership"; and(iii)for the word "Court", substitute the word "Tribunal".
  sub-section (3) In sub-section (3),-(i) for the words "OfficialLiquidator" substitute the word "liquidator"; and(ii)for the word "Court", substitute the word "Tribunal".
11 Section 456 (Custody of company's property)  
  sub-sections (1),(1A) and (2) In sub-sections (1), (1A) and (2),-(i) for the word"company", wherever it occurs, substitute the words"limited liability partnership"; and(ii) for theword "Court" occurring in sub-section (2) substitutethe word "Tribunal".
12. Section 457 (Powers of liquidator)  
  sub-sections (1) and (2) In sub-sections (1) and (2),-(i) for the word "Court",wherever it occurs, substitute the word "Tribunal";(ii)for the words "company", wherever it occurs, substitutethe words "limited liability partnership",(iii)after clause (c) in sub-section (1), insert clause (ca), namely:-"(ca) to sell whole of the undertaking of the limitedliability partnership as a going concern."(iv) Forthe word "contributory", wherever it occurs, substitutethe word "partner"; and(v) for the word "company'sseal", substitute the words "limited liabilitypartnership's seal".
13. Section 458 (Discretion of liquidator) In section 458, for the word "Court", wherever itoccurs, substitute the word "Tribunal"
14. Section 458A (Exclusion of certain time in computing periodsof limitation) In section 458A,-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "Court",substitute the word "Tribunal"
15. Section 460 (Exercise and control of liquidator's powers)  
  sub-section (1),- In sub-section (1)(i) for the word "company", substitute the words"limited liability partnership";(ii) for the word'"Contributories", substitute the word "partners",and(iii) or the words "general meeting",substitute the word "meeting".
  sub-section (2) In sub-section (2),-(i) for the word "Contributories",wherever it occurs, substitute the word "partners"; and(ii) forthe words "general meeting", substitute the word"meeting".
  sub-section (3) In sub-section (3),-(i) for the word "Contributories",wherever it occurs, substitute the word "partners";and(ii) for the words "general meetings",substitute the word "meetings".
  sub-section (5) In sub-section (5), for the word "company",substitute the words "limited liability partnership".
  sub-sections (4) and (6) In sub-sections (4) and (6), for the word "Court",wherever it occurs, substitute the word "Tribunal".
16 Section 463 (Control of Central Government overliquidators)  
  sub-section (1) In sub-section (1),-(i) for the word "companies",substitute the words "limited liability partnerships";(ii) for the word "Court", substitute the word"Tribunal";(iii) omit the words "or by the IndianCompanies Act, 1913 (7 of 1913)"(iv) for the word"contributory", substitute the word "partner";and(v) omit proviso to this sub-section.
  sub-section (2) In sub-section (2),-(i) for the word "company",substitute the words "limited liability partnership";and(ii) for the word "Court", wherever it occurs,substitute the word "Tribunal"
     
     
17 Section 464; (Appointment and composition ofcommittee of inspection)  
  sub-section (1) Substitute sub-section (1) with the following:-
    "(1) The Tribunal may, at the time of making an order forthe winding up of a limited liability partnership or at any timethereafter, direct that there shall be appointed a committee ofinspection to act with the liquidator."
  sub-sections (2) and (3) Omit sub-sections (2) and (3).
18. Section 465: (Constitution and proceedings of committee ofinspection)  
  sub-section (1) Substitute sub-section (1) with the following:-
    "(1)(i) A committee of inspection appointed in pursuanceof section 464 shall consist of such number of members notexceeding twelve, as the Tribunal may order, being creditors andpartners of the limited liability partnership or persons holdinggeneral or special powers of attorney from creditors or partners,in such proportions as may be agreed on by the meeting ofcreditors and partners or in case of difference of opinionbetween the meetings, as may be determined by the Tribunal.(ii)The procedure to be adopted by the committee shall be as may beprescribed."
  sub-sections (2) to (5) Omit sub-sections (2) to (5).
  sub-section (7) In sub-section (7) for the word "Contributories",substitute the word "partners".
  sub-section (8) In sub-section (8).-(i) for the word "Contributories",wherever it occurs, substitute the word "partners";and(ii) for the words "ordinary resolution",substitute the word "resolution".
  sub-section (9) In sub-section (9).-(i) for the word "Contributories",substitute the word "partners";(ii) for the word"contributory", substitute the word "partner";and(iii) for the word "Court", wherever it occurs,substitute the word "Tribunal".
19. Section 466 (Powers of Court to stay winding up)  
  sub sections (1) and (2) In sub-sections (1) and (2).-(i) for the word "Court",wherever it occurs, substitute the word "Tribunal";(ii) for the word "Official liquidator", whereverit occurs, substitute the word "liquidator"; and(iii) for the word "contributory", substitute theword "partner".
  sub-section (3) In sub-section (3) for the word "company" whereverit occurs substitute the words "limited liabilitypartnership"
20 Section 467 (Settlement of list of contributoriesand application of assets)  
  sub-section (1) In sub-section (1),-
    (i) for the word "Court", wherever itoccurs, substitute the word "Tribunal".(ii) for theword "contributories", wherever it occurs, substitutethe word "partner".(iii) for the words "withpower to rectify the register of members in all cases whererectification is required in pursuance of this Act",substitute the words "in such manner as may be prescribed";(iv) for the word "company", substitute the words"limited liability partnership"; and(v) omit theproviso to this sub-section.
  sub-section (2) Omit sub-section (2).
21 Section 468 (Delivery of property to liquidator) In section 468,-(i) for the word "Court",wherever it occurs, substitute the word "Tribunal";(ii) for the word "contributory", substitute theword "partner";(iii) for the word "contributories",substitute the word "partners"; and(iv) for theword "company", wherever it occurs, substitute thewords "limited liability partnership";
22. Section 471 (Payment into bank of moneys due to company)  
  sub-section (1) In sub-section (1)(i) for the word "Court", substitute the word"Tribunal";(ii) for the word "contributory",substitute the word "partner"; and(iii) for theword "company", substitute the words "limitedliability partnership"
  sub-section (2) In sub-section (2), the word "Court", substitute theword "Tribunal".
23. Section 474 (Power to exclude creditors not proving in time) In section 474, for the word "Court", substitute theword "Tribunal".
24. Section 476 (Power to order costs) In section 476, for the word "Court" wherever itoccurs, substitute the word "Tribunal"
25. Section 477 (Power to summon persons suspected of havingproperty of company, etc.)  
  sub-sections (1) to (8) In sub-sections (1) to (8),-(i) for the word "Court",wherever it occurs, substitute the word "Tribunal";and(ii) for the word "company", wherever it occurs,substitute the words "limited liability partnership".
26. Section 478 (Power to order public examination of promoters,directors etc.)  
  sub-sections (1), (2), (4), (5), (7), (8) and (9) In sub-sections (1), (2), (4), (5), (7), (8) and (9),-(i)for the word "Court", wherever it occurs, substitutethe word "Tribunal";(ii) for the word"contributory", wherever it occurs, substitute the word"partner";(iii) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(iv) for the words "OfficialLiquidator", wherever they occur, substitute the word"liquidator".
  sub-section (3) Substitute sub-section (3) with the following -"Anycreditor or partner may also take part in the examination eitherpersonally or by any chartered accountants or company secretariesor cost accountants or legal practitioners entitled to appearbefore the Tribunal."
  sub-section (6) In sub-section (6),-(i) In clause (a), for the words"Official Liquidator's report" substitute the words"liquidator's report", and(ii) omit clause (b).
  sub-section (10) Substitute sub-section (10) with the following:-"(10)An examination under this section may, if the Tribunal sodirects, be held before any authority or person authorized by theTribunal".
  sub-section (11) In sub-section (11),-(i) for the word "Court",substitute the word "Tribunal", and(ii) for thewords "Judge or officer", substitute the words"authority or person".
27. Section 479 (Power to arrest absconding contributory) In section 479,-(i) for the word "contributory",wherever it occurs, substitute the word "partner";(ii) for the word "Court", wherever it occurs,substitute the word "Tribunal"; and(iii) for the word"company", substitute the words "limitedliability partnership".
28. Section 481 (Dissolution of company)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "Court"wherever it occurs, substitute the word "Tribunal".
  sub-section (2) In sub-section (2), for the word "company substitute thewords "limited liability partnership".
29. Section 482 (Order made in any Court to be enforced by otherCourts) In section 482, for the word "company", wherever itoccurs, substitute the words "limited liabilitypartnership".
30. Section 483 (Appeals from orders) In section 483, for the word "company", substitutethe words "limited liability partnership".
  Chapter III : Voluntary winding up  
31 Section 484 (Circumstances in which company may be wound-upvoluntarily)  
  sub-section (1) Substitute sub-section (1) with the following:-"(1) Any limited liability partnership may be wound upvoluntarily if the limited liability partnership passes aresolution to wind up the limited liability partnership withapproval of at least three-fourths of total number of itspartners:Provided that if the limited liability partnershiphas creditors, whether secured or unsecured, then such winding upshall not take place unless approval of such creditors takesplace in such manner as may be prescribed."
  sub-section (2) Omit sub-section (2).
32. Section 486 (Commencement of voluntary winding up) Apply without modification.
33. Section 487 (Effect of voluntary winding up on status ofcompany) In section 487,-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the words "the corporatestate and corporate powers of the company", substitute thewords, "status of the limited liability partnership and itspowers".
34. Section 488 (Declaration of solvency in case of proposal towind-up voluntarily)  
  sub-section (1) Substitute sub-section (1) with the following:-"(1)Where it is proposed to wind up a limited liability partnershipvoluntarily, the majority of its designated partners (being notless than two) shall make a declaration in such form and mannerand within such time as may be prescribed to the effect that thelimited liability partnership has no debt or that it will be ableto pay its debts in full within such period not exceeding oneyear from the commencement of the winding up as may be specifiedin the declaration."
  sub-section (2) and (5) Omit sub-sections (2) and (5)
  sub-section (3) In sub-section (3),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "director"substitute the words "designated partner
  sub-section (4) In sub-section (4)(i) for the word "company",substitute the words "limited liability partnership";(ii)for the word "director", substitute the words"designated partner"; and(iii) for the words "offive weeks", substitute the words "prescribed insub-section (1)".
35. Section 494 (Power of liquidator to accept shares, etc. asconsideration for sale of property of company)  
  sub-section (1) Substitute sub-section (1) with the following:-"(1)Where a limited liability partnership (the transferor limitedliability partnership) is proposed to be or is in the course ofbeing, wound up voluntarily and the whole or any part of itsbusiness or property is proposed to be transferred or sold to anylimited liability partnership (the transferee limited liabilitypartnership), the LLP Liquidator of the transferor limitedliability partnership may with the sanction of a resolution ofthe transferor limited liability partnership passed by at leastthree-fourths of total number of partners conferring on LLPliquidator either a general authority or an authority in respectof any particular arrangement,-(a) receive, by way ofcompensation wholly or in part for the transfer or sale cash,securities, policies, or other like interests in the transfereelimited liability partnership, for distribution among thepartners of the transferor limited liability partnership; or(b)enter into any other arrangement whereby the partners of thetransferor limited liability partnership may in lieu of receivingcash, securities, policies or other like interest or inaddition thereto, participate in the policies of or receive anyother benefit from, the transferee limited liabilitypartnership:Provided that no such arrangement shall beentered into without the consent of the secured creditors, ifany."
  sub-section (2) Substitute sub-section (2) with the following:-"(2)Any transfer sale or other arrangement in pursuance of thissection shall be binding on all the partners of the transferlimited liability partnership.
  Sub-section (3) Substitute sub-section (3) with the following:-"(3)Any partner of the transferor limited liability partnership whodid not vote in favour of the resolution and expressed hisdissent therefrom in writing addressed to the LLP Liquidator andleft at the registered office of the limited liabilitypartnership within seven days after the passing of theresolution, may require the LLP Liquidator to purchase hisinterest at a price to he determined by agreement or theregistered valuer."
  sub-section (4) Substitute sub-section (4) with the following:-"(4)If the LLP Liquidator decides to purchase such partner'sinterest, the purchase money, raised by him in such manner as maybe determined by a resolution passed by three-fourths of totalnumber of partners, shall be paid before the limited liabilitypartnership is dissolved."
  sub-sections (5) and (6) Omit sub-sections (5) and (6).
36. Section 497 (Final meeting and dissolution)  
  Sub-section (1) Substitute sub-section (1) with the following, namely :-"(1)As soon as the affairs of a limited liability partnership arefully wound up the LLP Liquidator shall prepare final winding upaccounts, explanations and a report on the conduct affairs of thelimited liability partnership during winding up in such form andmanner as may be prescribed, showing how the property and assetsof the limited liability partnership have been disposed of andits debt fully discharged or discharged to the satisfaction ofthe creditors and thereafter seek approval of the partners or thecreditors of the limited liability partnership as the case maybe on the said report and the final winding up accounts andexplanation in the meeting of partners or creditors:Providedthat no such meeting of creditors is required it there were nocreditors before commencement of voluntary winding up orcreditors are paid their dues in such maimer as may beprescribed."
  sub-sections (2), (4), (5), (6A), (6B) and (7) Omit sub-sections (2), (4), (5), (6A), (6B) and (7).
  sub-section (3) Substitute sub-section (3) with the following:-"(3)Within two weeks after the meeting of partners and of creditors,it required, the LLP liquidator shall -(a) send to theRegistrar a copy of the final winding up accounts, explanationand report; and(b) file an application with the Tribunalalongwith a copy of the final winding up accounts, explanationsand report, for passing an order of dissolution of the limitedliability partnership.If the copy is not so sent orapplication not so made, the LLP Liquidator shall be punishablewith fine which may extend to five hundred rupees for every dayduring which the default continues."
  sub-section (6) Substitute sub-section (6) with the following, namely:-"(6) If the Tribunal is satisfied, afterconsidering the application, final winding up accounts,explanations and report of the LLP Liquidator, that the processof winding up has been duly followed, the Tribunal may pass anorder, within sixty days of , the receipt of such application,accounts, explanations and report that the limited liabilitypartnership shall stand dissolved."
37 Section 511 (Distribution of property of company) In section 511-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership"(ii) for the word "articles"substitute the words "limited liability partnershipagreement" and(iii) for the word "members"substitute the word "partners"
38 Section 511A (Application of section 454 tovoluntary winding up) In section 511A-(i) for the word "Court" whereverit occurs, substitute the word "Tribunal"; and(ii)omit the word "Official" occurring in clause (b).
39. Section 512 (Power and duties of liquidator in voluntarywinding up)  
  Sub-section (1) Substitute sub-section (1) with the following:-"(1)The LLP Liquidator may, with the sanction of a resolution bythree-fourths of total number of partners of the limitedliability partnership, and prior approval of the Tribunal in thecase of a voluntary winding up :-(i) pay any class ofcreditors in full;(ii) make any compromise or arrangementwith creditors or person claiming to be creditors or having oralleging themselves to have any claim present or future certainor contingent, against the limited liability partnership orwhereby the limited liability partnership may be renderedliable; or(iii) compromise any money due from partnersincluding outstanding unrealized or un-recovered contributiondebt and liability capable of resulting in a debt, and anyclaim, present or future certain or contingent ascertained orsounding only in damages, subsisting or alleged to subsist betweenthe limited liability partnership and a partner or allegedpartner or other debtor or person apprehending liability to thelimited liability partnership and all questions in any wayrelating to or affecting the assets or liabilities or the windingup of the limited liability partnership on such terms as may beagreed and take any security for the discharge of any such debt,liability or claim, and give a complete discharge in respectthereof."
  sub-section (2) Substitute sub-section (2) with the following:-"(2) Anycreditor or partner may apply in the manner prescribed to theTribunal with respect to any exercise or proposed exercise ofpower by the LLP Liquidator under this sub-section and theTribunal shall after giving a reasonable opportunity to suchapplicant and the LLP Liquidator pass such order as it may thinkfit."
  sub-section (3) In sub-section (3)-(i) for the word "liquidator"substitute the words "LLP liquidator";(ii) for theword "company" substitute the words "limitedliability partnership"; and(iii) for the word"contributories" substitute the word "partners".
  sub-section (4) In sub-section (4), for the word "liquidators"substitute the words "LLP liquidators".
40. Section 514 (Corrupt inducement affecting appointment asliquidator) In section 514,-(i) for the word "member",substitute the word "partner";(ii) for the word"company", substitute the words "limited liabilitypartnership"; and(iii) for the words "company'sliquidator", wherever the occur, substitute the word "limitedliability partnership's LLP liquidator".
41. Section 515 (Power of Court to appoint and remove Liquidatorin voluntary winding up)  
  sub-section (1) Substitute sub-section (1) with the following, namely:-"(1)If from any cause whatever, there is no LLP liquidator acting,the Tribunal may appoint any person from the panel as a LLPliquidator on such fees as may be determined by it."
  sub-section (2) Substitute sub-section (2) with the following:-"(2)The Tribunal may on Clause shown remove a LLP liquidator andappoint any other person from the panel, as a LLP liquidator inplace of the removed LLP liquidator."
  sub-section (3) Substitute sub-section (3) with he following:-"(3)The Tribunal may also appoint or remove a LLP liquidator on theapplication made by the Registrar in this behalf."
  sub-section (4) Omit sub-section (4).
42. Section 517 (Arrangement when binding on company andcreditors)  
  sub-section (1) In sub-section (1).-(i) for the word "company",wherever it occurs, substitute the words "limited Liabilitypartnership"; and(ii) for the words "specialresolution", substitute the words "resolution passed bythree fourth of total number of partners".
  sub-section (2) In sub-section (2),-(i) for the word "contributory",substitute the word "partner"; and(ii) for the word"Court", wherever it occurs, substitute the word"Tribunal".
43 Section 518 (Power to apply to Court to havequestions determined or powers exercised)  
  sub-section (1) In sub-section (1),-
  (i) for the word "liquidator", substitute the words"LLP liquidator";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal";(iii)for the word "company", wherever it occurs, substitutethe words "limited liability partnership";(iv) forthe word "contributory", substitute the word "partner";and;(v) for the words "the enforcing of calls",substitute the words "enforcing realization of outstandingcontribution."  
  sub-section (2) In sub-section (2),-(i) for the word "liquidator",substitute the words 'LLP liquidator";(ii) for the word"Court", substitute the word "Tribunal";(iii)for the word "company", substitute the words "limitedliability partnership";(iv) for the word"contributory", substitute the word "partner";and(v) omit the words "specified in sub-section (3)".
  sub-section (3) Omit sub-section (3)
  sub-section (4) In sub-section (4), for the word "Court", substitutethe word "Tribunal".
  sub-section (5) In sub-section (5), for the word "company", whereverit occurs, substitute the words "limited liabilitypartnership".
44. Section 519 (Application of liquidator to Court for publicexamination of promoters, directors, etc.)  
  sub-section (1) In sub-section (1) for the word "Court", wherever itoccurs, substitute the word "Tribunal";(ii) forthe word "company", wherever it occurs, substitute thewords "limited liability partnership"; and(iii) forthe word "liquidator", substitute the words "LLPLiquidator".
  sub-section (2) Substitute sub-section (2) with the following:-"(2) The provisions of section 478 as applicable to windingup on limited liability partnerships by Tribunal shall apply inrelation to any examination directed under sub-section (1)."
  Chapter V: Provisions applicable to every mode ofwinding up  
45. Section 528 (Debts of all descriptions to be admitted toproof) In section 528,-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the words "insolventcompanies", substitute the words "insolvent limitedliability partnerships".
46. Section 529 (Application of insolvency rules in winding up ofinsolvent companies)  
  sub-sections (1), (2) and (3) and Illustration In sub-sections (1), (2) and (3) and Illustration,-(i) forthe word "company", wherever it occurs, substitute thewords "limited liability partnership"; and(ii) forthe word "liquidator", wherever it occurs, substitutethe words "liquidator or LLP liquidator".
47. Section 529A (Overriding preferential payments)  
  sub-section (1) In sub-section (1), for the word "company",substitute the words "limited liability partnership".
48. Section 530 (Preferential payments)  
  sub-sections (1), (4), (5), (7) and (8) In sub-section (1), (4), (5), (7) and (8)(i) for the word"company" wherever it occurs, substitute the words"limited liability partnership" and(ii) in sub-section(1), in clause (g), for the words and figures section "235 or237" substitute the word and figure "section 43"
49. Section 531 (Fraudulent preference)  
  sub-section (1) In sub-section (1)-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) omit the proviso to thissub-section
  sub-section (2) In sub-section (2) for the word "Court", substitutethe word "Tribunal".
50. section 531A (Avoidance of voluntary transfer) In section 531A(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",substitute the word "Tribunal"; and(iii) for the word"liquidator", substitute the words "liquidator orL.L.P. liquidator".
51. Section 532 (Transfers for benefit of all creditors to bevoid) In section 532, for the word "company", substitutethe words "limited liability partnership".
52. Section 533 (Liabilities and rights of certain fraudulentpreferred person)  
  sub-section (1) and (2) In sub-section (1) and (2)(i) omit the word "afterthe commencement of this Act";(ii) for the word"company", substitute the words "limited liabilitypartnership"; and(iii) for the words "company'sdebt", substitute the words "limited liabilitypartnership's debt".
  sub-section (3) In sub-section (3), for the word "Court", whereverit occurs, substitute the word "Tribunal".
53. Section 534 (Effect of floating charge) In section 534.-(i) for the word "company",wherever it occurs, substitute the words "limitedliability partnership"; and(ii) omit the proviso to thissection.
54. Section 535 (Disclaimer of onerous property in case of acompany which is being wound-up)  
  sub-sections (1) to (7) In sub-sections (1) to (7),-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal";and(iii) for the word "liquidator", wherever itoccurs, substitute the words "liquidator or LLP liquidator".
55. Section 536 (Avoidance of transfers, etc.. after commencementof winding up).  
  sub-section (1) In sub-section (1),-(i) for the word "shares",substitute the word "contribution";(ii) for the word"company", wherever it occurs, substitute the words"limited liability partnership";(iii) for the word"members", substitute the word "partners";and(iv) for the word "liquidator", substitute thewords "LLP liquidator".
  sub section (2) In sub-section (2),-(i) for the words "or subject tothe supervision of the Court" substitute the words "theCourt".(ii) for the word "Court", substitutethe word "Tribunal";(iii) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(iv) for the word "shares",substitute the word "contribution"; and(v) for theword "members", substitute the word "partners".
56. Section 537 (Avoidance of certain attachments, executions etc. inwinding up by or subject to supervision of Court)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) omit the words "or subject to thesupervision of";(iii) for the word "Court",wherever it occurs, substitute the word "Tribunal".
57. Section 538 (Offences by officers of companies in liquidation)  
  sub-section (1) In sub-section (1),-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) omit the words "or subject tosupervision of";(iii) for the word "Court",substitute the word "Tribunal"; and(iv) for the word"liquidator", substitute the words "liquidator orLLP liquidator".
  sub-section (3) In sub section (3),-(i) for the word "directors",substitute the words "designated partners"; and(ii)for the word "company", substitute the words "limitedliability partnership".
58. Section 539 (Penalty for falsification of books) In section 539,-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "contributory",substitute the word "partner".
59. Section 540 (Penalty for frauds by officers) In section 540,-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "Court",substitute the word "Tribunal".
60 Section 541 (Liability where proper accounts notkept)  
  sub-sections (1) and (2) In sub-sections (1) and (2), for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"
61. Section 542 (Liability for fraudulent conduct of business)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal";(iii) for the word "contributory", substitute theword "partner"; and(iv) for the words "theOfficial liquidator or the liquidator", substitute the words"the liquidator or the LLP liquidator".
  sub-section (2) In sub-section (2),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal".
  sub-section (3) In sub-section (3), for the word "company",substitute the words "limited liability partnership".
62. Section 543 (Power of Court of assess damages againstdelinquent directors, etc.)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal";(iii)for the words "director, manager", wherever they occur,substitute the words "designated partner";(iv) forthe word "contributory", substitute the word "partner";(v) for the words "liquidator or officer", whereverthey occur, substitute the words, "Liquidator, LLPliquidator or officer"; and(vi) for the words "theOfficial Liquidator, or the liquidator" occurring in clause(b), substitute the words "the liquidator, or the LLPliquidator".
  sub-section (2) In sub-section (2) for the words "five years",substitute the words "one year".
63. Section 544 (Liability under sections 542 and 543 to extend topartners or directors in firm or company) In section 544,-(i) for the word "Court",substitute the word "Tribunal";(ii) for the words"a firm or body corporate", substitute the words "afirm, limited liability partnership or body corporate";and(iii) for the words "a director of that bodycorporate", substitute the words "a designated partnerof that limited liability partnership or a director of that bodycorporate".
64. Section 545 (Prosecution of delinquent officers and members ofthe company)  
  sub-section (1) In sub-section (1),-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal",and(iii) for the word "member", substitute the word"partner".
  sub-section (2) In sub-section (2)-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "member",substitute the word "partner"; and(iii) for theword "liquidator", wherever it occurs, substitute thewords "LLP liquidator".
  sub-section (3) In sub-section (3)-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal".
  sub-section (4) In sub-section (4),-(i) for the word "Court",substitute the word "Tribunal"; and(ii) for theword "liquidator", wherever it occurs, substitute thewords "LLP liquidator".
  In sub-section (5),- In sub-section (5),-(i) for the word "company",substitute the words "limited liability partnership";(ii)for the word "Court", wherever it occurs, substitutethe word"Tribunal";(iii) for the word "member",substitute the word "partner"; and(iv) for the word"liquidator", substitute the words "LLPliquidator".
  In sub-section (7),- (i) for the word "company", wherever it occurs,substitute the words "limited liability partnership";and(ii) for the word "liquidator", wherever itoccurs, substitute the words "liquidator or LLPliquidator".
  sub-section (8) In sub-section (8), for the word "Court", substitutethe word "Tribunal".
  sub-section (9) In sub-section (9),-(i) for the word "company"substitute the words "limited liability partnership";(ii)for the word "Court", substitute the word "Tribunal"and(iii) for the word "liquidator", wherever itoccurs, substitute the words "liquidator or LLP liquidator".
65. Section 546 (Liquidator to exercise certain powers subject tosanction) In sub-section (1),-(i) for the word "liquidator",substitute the words "liquidator or LLP liquidator, in thecase of voluntary winding up";(ii) for the word"company" wherever it occurs, substitute the word"limited liability partnership";(iii) for the word"Court" wherever it occurs, substitute the word"Tribunal";(iv) for the words "specialresolution" substitute the words "resolution passedby three-fourths of total number of partners";(v) insub-clause (iii) of clause (b),-(a) for the words "callor liability to call", substitute the words "obligationto contribute or liability against such obligation" and(b)for the words "any such call", substitute the words"any such obligation" and(vi) for the word"contributory" wherever it occurs, substitute theword "partner".
  Sub-section (1A) In Sub-section (1A) ,-(i) for the word "Court",wherever it occurs, substitute the word "Tribunal"and(ii) for the words "the Supreme Court may make rulesunder section 643", substitute the words "the CentralGovernment may make rules".
  Sub-section (2) In Sub-section (2)(i) for the word "Court"substitute the word "Tribunal"; and(ii) for theword "liquidator", substitute the words, "LLPliquidator".
  Sub-section (3) In Sub-section (3)(i) for the word "Court",substitute the word "Tribunal" and(ii) for theword "contributory" substitute the word "partner".
66. Section 547 (Notification that a company is in liquidation)  
  sub-section (1) In sub-section (1),-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",substitute the word "Tribunal"; and(iii) for theword "liquidator", substitute the words, "liquidatoror LLP liquidator".
  Sub-section (2) In sub-section (2)-(i) for the word "company"where ever it occurs, substitute the words "limitedliability partnership"; and(ii) for the word "liquidator",substitute the words, "liquidator or LLP liquidator".
67. Section 548 (Books and papers of company to be evidence) In section 548,-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "contributories",substitute the word "partners"; and(iii) for theword "liquidators", substitute the words, "liquidatorsor LLP liquidators".
68. Section 549 (Inspection of books and papers by creditors andcontributories)  
  sub-section (1) In sub-section (1),-(i) for the word "company"wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",substitute the word "Tribunal",(iii) for the words"Supreme Court", substitute the words "CentralGovernment"; and(iv) for the word "contributory",substitute the word "partner".
69. Section 550 (Disposal of books and papers of company)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "liquidator",substitute the words "liquidator or LLP liquidator";(iii)in clause (a), omit the words "or subject to the supervisionof"; and(iv) for clauses (b) and (c), substitute the followingas clause (b):-"(b) in the case of voluntary winding up,in such manner as the limited liability partnership approves bythree-fourths of total number of partners with the prior approvalof the secured creditors, if any."
  In sub-section (2),- In sub-section(2),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership"; and(ii) for the word "liquidator",substitute the words "liquidator or LLP liquidator".
  In sub-section (3),- In sub-section (3),-(i) for the word "company",wherever it occurs, substitute the words "limited liabilitypartnership";(ii) for the word "Court",substitute the word "Tribunal";(iii) for the word"contributory", substitute the word "partner"and(iv) for the word "liquidator", substitute thewords "liquidator or LLP liquidator".
70. Section 551 (Information as to pending liquidations)  
  Sub-section (1) Substitute sub-section (1) with the following:-(i) TheLLP liquidator in the case of voluntary winding up and theliquidator, in the case of winding up by Tribunal, shall prepare,every year, a statement of accounts as on 31stMarch insuch form and manner containing such particulars with respect toproceedings in, and position of the liquidation, as may beprescribed within two months from 31stMarch, and file afterbeing audited:(a) in case of winding up by the Tribunal, inthe Tribunal; and(b) in case of voluntary winding up with theRegistrarwithin such time as may be prescribed:within suchtime as may be prescribed :Provided that where the LLPliquidator or liquidator has not, during the period of account,received or paid any sum of money on account of the assets of thelimited liability partnership, he shall file an affidavit of noreceipt or payment for the period.(ii) The accounts shallbe audited by a person qualified to act as auditor of thelimited liability partnership and for the purpose of the audit,the LLP liquidator or liquidator shall furnish the auditor suchinformation as the auditor may require:Provided that no suchaudit is required where the transaction during the period isfor Rs. 50,000 - or less.(iii) Where the audit of the accountsis not required under this section, the statements of accountsshall contain a declaration by the LLP liquidator or liquidatorthat the books and accounts are properly maintained and fundshave been utilized only for the purpose of winding up of theaffairs of the limited liability partnership.Explanation;-"Year" in relation to the statement means period fromfirst day of April of the year to the 31stday of March following year.
  sub-section (2) In sub-section (2),-(i) for the word "company",substitute the words "limited liability partnership";and(ii) for the word "Court", substitute the word"Tribunal".
  sub-section (2A) Omit sub-section (2A).
  sub-section (3) In sub-section (3),-(i) for the word"company", substitute the words "limited liabilitypartnership"; and(ii) for the word "contributory",substitute the word "partner".
  sub-section (4) In sub-section (4),-(i) for the word "contributory",substitute the word "partner"; and(ii) for theword "liquidator", substitute the words "liquidatoror LLP liquidator."
  Sub-section (5) In sub-section (5),-(i) for the word "liquidator",wherever it occurs, substitute the words "LLP liquidator";and(ii) for the word "company", substitute thewords "limited liability partnership".
71. Section 552 (Official Liquidator to make payments intopublic account of India) In section 552,-(i) omit the word"Official";(ii) for the word "company", substitute the words "limitedliability partnership"; and(iii)omit the words "in the Reserve Bank of India"
72. Section 553 (Voluntary liquidator to make payments intoScheduled Bank)  
  sub-sections (1) and (2) Substitute sub-sections (1) and (2) with the following:-"(1)Every LLP liquidator shall pay, in such manner as may beprescribed, the monies received by him in his capacity as such ina Scheduled Bank to the credit of a special bank account openedby him in that behalf and called-"the LiquidationAccount of__________LLP""Provided that if the Tribunal issatisfied that for the purpose of carrying on the business of thelimited liability partnership or of obtaining advances or for anyother reason, it is to the advantage of the creditors or partnersthat the LLP liquidator should have an account with any otherbank, the Tribunal may authorise the LLP liquidator to make hispayments into or out of such other bank as the Tribunal mayselect; and thereupon those payments shall be made in theprescribed manner and at the prescribed times into or out of suchother bank.(2) If any LLP Liquidator at any time retains formore than ten days a sum exceeding fifty thousand rupees or suchother amount as the Tribunal may on the application of the LLPLiquidator, authorize him to retain, then, unless he explains theretention to the satisfaction of the Tribunal, he shall-(a)pay interest on the amount so retained in excess, at the rate oftwelve per cent per annum and also pay such penalty as may bedetermined by the Tribunal;(b) be liable to pay any expensesoccasioned by reason of his default; and(c) also be liable tohave all or such part of his remuneration, as the Tribunal mayconsider just, disallowed, or may also be removed from his officeby the Tribunal.
73. Section 554 (Liquidator not to pay money into private bankingaccount) In section 554, for the words "Neither Official Liquidator norany other liquidator of a company", substitute the words"Neither the liquidator nor LLP Liquidator of a limitedliability partnership".
74. Section 555 (Unpaid dividends and undistributed assets to bepaid into the Companies Liquidation Account)  
  sub section (1) Substitute sub-section (1) with the following:-"(1) If theLiquidator or LLP Liquidator has in its hands or under hiscontrol any money representing(a) any money representingdividend payable to any creditor or creditors, he shall transfer,within five days of such money being due, in a separate specialbank account known as the "Dividend Account of M/s_________ LLP (inliquidation)".(b) any money representing assetsrefundable to any partner or partners, he shall transfer, withinfive days of such money being due, in a separate special bankaccount known as the "Distributable Asset Account of M/s_________ LLP(in liquidation)".(2) It the amounts which have beentransferred to the "Dividend Account of M/s________ LLP (inliquidation)" or "Distributable Asset Account of M/s_________LLP (in liquidation)" but have not been paid or claimedwithin six months from the date of transfer of such amount, theLiquidator or LLP Liquidator shall, within seven days from thedate of expiry of the said period of six months, transfer thesaid amount into the Public Account of India in a separateaccount to be known as the "LLP Liquidation Account".
  sub-section (2) In sub-section (2),-(i) for the word "company",substitute the words "limited liability partnership";and(ii) for the word "Court", substitute the word"Tribunal".
  sub-section (3) In sub-section (3), for the word "liquidator",substitute the words "LLP liquidator or liquidator".
  sub-section (4) In sub-section (4),-(i) for the word "liquidator",wherever it occurs, substitute the words "LLP liquidator orliquidator", and(ii) for the words "Reserve Bank ofIndia", substitute the words "Scheduled Bank"
  sub-section (5) In sub-section (5),-(i) for the word "company",substitute the words "limited liability partnership";and(ii) tor the word "Court", substitute the word"Tribunal".
  sub-section (6) In sub-section (6),-(i) for the word "company",substitute the words "limited liability partnership";(ii)for the word "Court", substitute the word"Tribunal";(iii) for the word "liquidator",substitute the words "LLP liquidator or liquidator";(iv)for the words "Reserve Rank of India", substitute thewords "Scheduled Bank"; and(v) for the words"Companies Liquidation Account", substitute the words"LLP Liquidation Account".
  sub-section (7) In sub-section (7),-(i) in clause (a),-(A) for the words"Companies Liquidation Account", substitute the words"LLP Liquidation Account";(B) for the word"Court", wherever it occurs, substitute the word"Tribunal"; and(C) omit the words and bracket"(whether paid in pursuance of this section or under theprovisions of any previous companies law)"; and(ii) omitclause (b).
  sub-section (8) In sub-section (8),-(i) for the words "CompaniesLiquidation Account", substitute the words "LLPLiquidation Account"; and(ii) for the words "fifteenyears", substitute the words "seven years".
  sub-section (9) In sub-section (9),-(i) for the word"liquidator", substitute the words "LLP liquidatoror liquidator";(ii) for the words "CompaniesLiquidation Account", substitute the words "LLPliquidation Account"; and(iii) for the word "Court",wherever it occurs, substitute the word "Tribunal".
75. Section 556 (Enforcement of duty of liquidator to makereturns, etc)  
  sub-section (1) In sub-section (1),-(i) for the word "company",substitute the words "limited liability partnership";(ii) for the word "Court", wherever it occurs,substitute the word "Tribunal";(iii) for the word"liquidator", wherever it occurs, substitute the words"liquidator or LLP liquidator"; and(iv) for theword "contributory", substitute the word "partner".
  sub-section (2) and (3) In sub-section (2) and (3), for the word "liquidator",wherever it occurs, substitute the words "liquidator or LLPliquidator".
76. Section 558 (Court or person before whom affidavit may besworn)  
  sub-section (1) In sub-section (1), in clause (a), after the words, "beforeany Court", insert the words "or the Tribunal".
  sub-section (2) In sub-section (2),-(i) after the words, "AllCourts", insert the word "Tribunals"; and(ii)after the words "any such Court", insert the word"Tribunal".
77. Section 550 (Power of Court to declare dissolution of companyvoid)  
  sub-section (1) In sub-section (1),-(i) for the word "company",wherever it occurs, substitute the words "limitedliability partnership";(ii) for the word "Court",wherever it occurs, substitute the word "Tribunal";(iii)for the word and figure "section 394", substitute theword and figure "section 62"; and(iv) for the word"liquidator", substitute the words "liquidator orLLP liquidator".
  sub-section (2) In sub-section (2), for the word "Court",substitute the word "Tribunal".
78 560 (Power of Registrar to strike defunct companyoff register)  
  sub sections (1) to (5) Omit sub-sections (1) to (5).
  sub-section (6) In sub-section (6),-(i) after the words "struck offthe register", insert the words "under section 75";(ii) for the word "company", wherever it occurs,substitute the words "limited liability partnership";(iii)for the word "Court", wherever it occurs, substitutethe word "Tribunal";(iv) for the word "member",wherever it occurs, substitute the word "partner";(v)for the words "twenty years", substitute the words"five years"; and(vi) for the words "noticeaforesaid", substitute the words "notice striking offthe name of the limited liability partnership from the register".
  sub-section (7) In sub-section (7), for the word "company",substitute the words "limited liability partnership".
  sub-sections (8) and (9) Omit sub-sections (8) and (9).
  Part X: Winding up of Unregistered companies  
79. Section 584 (Power to wind up foreign companies, althoughdissolved) Substitute section 584 with the following:-"584.Where a limited liability partnership registered or ;incorporated outside India, which has been carrying on businessin India.-(a) ceases to carry on business in India;(b)is dissolved or is carrying on business only for the purpose ofwinding up its affairs;(c) is unable to pay its debts; or(d)the Tribunal is of the opinion that it is just and equitable thatthe foreign limited liability partnership should be wound up,itmay be wound up as a limited liability partnership registeredunder this Act, notwithstanding that the limited liabilitypartnership registered or incorporated outside India has beendissolved or otherwise ceased to exist as such under or by virtueof the laws of the country under which it was registered orincorporated."