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EXTRAORDINAHY
PUBLISHED BY AUTHOBITY
PARI I
Acts, Ordinances, Pr6ident's Orders rnd Reguhlions
SENATE SECRETARJAI
A( r No XV OF 2017
,,ln -4d 1o make prc''itions ljr the incorporatton. rcgulotion dnd v'inding up
ol lmtrd liabil4, partnerships os body corporalc ond for nattels conneded
therevirh or incklc tal therek)
(lr3)
PART I
PRELIMINARY
(a) so le proprictorship-
PARr Il THE GAZETTE OF PAKISI^N, DX'I-RA., MAY 3,2017 135
(g) ''Comm ission ' mean s Sccuril ics and ExchanBe Commission of Pakistan
establishcd undcrsection 3 ofthe Scurities and [xchange Commission
ofPakistan Act, 1997 (XLII of 1997);
(i) "Coufl mcans the Company Bench ofa High Cou( as provided in
section 7 and section 8 ofthe Ordinance:
(l) "firm shall have the sanrc meaning as assigned to it under thc
Paanership Act. 191? {lX of l9l2):
(n)'lbreignlimitedliabiljtypartnership"me.ansalimitedliabilitypartrcNhip-
that is formed. registered or incorporated outsidc Pakistan;
(n) -hn ited liab ility pa(nersh ip' mcans a partnersh ip registered under th is
Acl I
mutual riiahts aid duries ofrhe parlncrs and their rights and dulies in
rclation tc the Iimited liabilit! parrneBhip;
(2) Tle words and exprcssions uscd bul not dfined in thisAct shallhave
the sarne mean ing as detined in lh Secu rities and Exchange Comm ission o f Pa-kistan
Acl 199? (XLII of 1997).
PARI'II
(3) Any change in the pararers ofa limited liability p.artnership shall not
affect the existence, rig.lts or liabilities ofthe Limited Liability Partnership
P^Rl Il THE OAZIIITEOF PAKISTAN, EXTRA. MAY 3,2017 t37
(d) do and suffer such olher acts and things as bodies corporate may
lar+.fully do and suffer
(2)
An agreement in wflting made before the registration ofa limited
liability partnership, between thc persons who subscribe their names lo the
incorporalion documcnt, may impose obligations on the lim ited I'ability partnership:
Provided that such ageement is mtified by all the partneE alier the regisrEtion
otthe limited llabiliry partnersh ip:
(4)
A documentorproceedingrequiring authentication by a limited liability
pafirershrp maybesrgned by a dcsignaled partner ofrhe limited liability parhership.
(5)
A limited liability partnership may by writing under its common seal
empo\rer any person, either generally or in respect of any specified matters, as its
agenl or attomey to execute deeds on its behalfand a deed siSned by such an atent
orattomeyon behalfofthe limiled liability pa(n6hip and under his seal or, subjecl
to sub-scctions (7) and(8), under th c a ppropriate olEcial seal of the limited lebilit),
partnership shail bind il and have thc same effect as if it were under its comnron
seal.
138 THEGATETTEOF PAKIS'IAN, LXlRA.. MAYl,20l7 IPARr I
(6) The aullorit) ofany nlch aSemorahomey spcified under sutxectnnr (5)
shallas berw-een the linritcd Iiabilitv panncrship and any pcrson dealing wilh him
continue durinBthepericd. ifanli mcntioncd in drc inslrurnentconfening the authority
or ifno pcriod istherein rDcnrioned then untilnolicc ofthc revocatio or determinalion
ofhis aulhority has bccD given to the person dealinS wilh him.
(7) Thenamc ofa limited liah ility parhrersh ip shall appear in Iegiblc lcueE
(a) uses or althorizes lhe usc olany scal purponing to be a seal ofthe
limited lirbiliry parmeEhip $hercon its name docs not so appear;
he shall be guilry ofan offcnce punishable with a fine which may extend lo five
hundred lhousand nipees.
PART III
RE(;ISTRATION
(a) hvoor m(,rc pcrso s associaled for carrying on a lawful busines$ with
a !ies to profir shall ha\ e suhscrrhed rherr flames ro an incotporalion
docurncrrL containing such paniculars as provrded in sub-secnon (2);
l'.\rl ll THF.GAZETTLO! PAKISIAN. EXTRA.. MAY3.2017 lt9
(b) it shall have a rcgislcred omce to which all comnruIications, notices
and olherdocuneDts may be addressed and scrved by re8istered post
or by couner. or by leaviDg it at its re8lstered olTice or by any other
rnodc as may be prcscri-bed by the Comnission through regulalions:
(c) thc incorporation document shall be filcd in such minner and with
such fees, as may be prescribcd by the Com missron through regulat ions;
and
(c) statc general nature ofits main busrness and ary other incidenlal or
ancillary objec( thereto, which it proposes ro carry oD as a li'niled
liabiliD partneEhip;
(d) state the province or thc pa( ofthe Pakislan not forming pan ofa
province, as the case may bc in which thc registered office is to be
situatcd:
(e) st to the namc and. residential address ofedchofthe persons who arc
10 b. parhersoflho limiled liability paturership on ircorporation;
140
'I HE
C,r'.ZETTE oF PAKIS.TA N. EXTRA., MAY i. l0l7 [PaRr I
(g) state tha( the liabilitv ofits panoers shall be limited: and
(h) contain ,iuch other irformation conceming the propscd limited liabiiity
partnerihip as may be prescribed by the Cornmission through
rcgulali,)ns-
commits an offence li)r which he shall be punishable with imprisonmcnt for a term
which may extend lc two years and wifi fine which may extend to one million
ruPees.
(a) the pal onage of any pasl or present Pakistani or foreign head of
Statel
(c) any connection with any corpomlion set up by orunder any Federalor
Provincial law: or
(d) the patronage of. or any conrection wrrh, any foreign Sovemment or
anv intematrona I organlzatlon.
(5)
Every Iimjted liability pa(ne$hip shall paint or afrx and keep painted
oraffixed, its name, in a conspicuous posrtion, onoutstde ofevery office or place in
*hich its busincss is carricd on in letters casily legible and in EngLsh or Urdu
characters. and also, ifthe registered office is situated in a place bcyond local limits
ofordinary original civiliurisdiction ofa HighCou( in the chamcrersofone ofthe
vemacular languages used in that place.
(6) Ifa limited liabilily partnership does rlot paint or aflix and keep painted
oralllxed, its name in a mannerdirected by thisAct itshallbeliableroafinewhich
may extcnd to ten thousand rupees fbr every day during which its name is no1 so
kept painted or afllred and every designated partner of the limited liabiliry parhership
who howinglyand willfully authorizes or permits the defaultshall be hable to the
likepenalty.
(2) The Rcg strar may acccpt tlrc statementdelivered under clause (d) ol
sub-seclion (1) ofsecr on 5 as sufficient evidence thatthe r,.quirement imposed by
ilause (a) ofdrat sub-:ection has been cornplicd with.
(3) The certificate issued under clause (b) ofsub section (l) shall be
signd by the Rcgistra-and authenticatcd by his official seal
(5) Noflvithrtanding any provision of this Act or any other law for the
timebeing in force, the RegisEar shall refuse to register the incorporation document
where he has reasons lo believe that the proposed busincss,-
(b) is decep(ive; or
(c) wbuld bt conkary to the national security or interest for the Iimited
Iiability I,artnership to be registercd.
PART IV
Provided that iLn individual shall not be capable ofbecoming a partner ofa
limitcd liability partner! hip, it.
(2) Onthe incorpora tion of a limited liability psnnership, the persons who
subscribed rheir narnes to the incorporation documnl shall b its partneas and any
other person may become e partoer oflhe'limited liabiliLv partnership by and in
accordance wirh the limi(ed liability panncrship agreement.
(3) A person m ay cea se to b a partner ofa lim ited liability pannersh ip,-
(a) in the event ofhis death;
(4) Every partner of a lim ited liability partnersh ip is its agent subject !o its
agreement.
(b) states tha!each ofthe pa(ncrs from time to nmeofthe limited liability
partnersh ip is to be a designated partner, evcry such partner shall be a
designattd par$er.
(3) Subjeclt.) the provisions ofsub-section (l), any parturr may bccome
a designaled panner by ard in accordance with aIlagrementwith the othcr partners
and apannr mayceas,rto bea deslgnated partner in accordance u,ith an aSrccment
wirh other pa(ners.
(6) Evcry lirrited Iiability partnership shall ensurE that the parriculars of
everyindlvidualwhorgrccstoacta-sadesignatedparmerofthelimiledliahility
partnenhip and his corrscnt to act as such arc within $irty days ofthe appointmnl
ofthe designated parlr er filed with Ge Rcgistrar in such form and maflncr as may
be prescribed by the Commission throu8h rcgulations.
(9)
Unless cxprcssly provided otherwise in thisAcr, a designated parher
shall be responsible for the doing ofall acE, matters and things as are requird to be
done by the limited liabilitv partDership in respecl to compliancc ofthe provisions of
thrs act includinE filinganydocumenl, retum, slatcmenl andthe like.port pursuanr
ofthe provisionsofthis act and as may b specifid in the lim ited liabrlity partnelship
ageement.
l2
Rel.(ionship of prrtneN.--{l) Save as otherwis provided by this
Acl, the mutualrighLsand duries ofthe parfiers ofa Iimited liab ilir,., pannership, ard
rie mutual rights and duties ofa limiled liability partnership and irs partners, shallb
govemed by the limited liability partnership agreement betwccn the panners.
(2)
The linited liabilily paflnership agreement and any changes made
lherein shall b filed with t-he Registrar in the form and manner, accompa-nied by
such fee, as may be prescribed by thc Commission through reSuletions.
(3)
An agrEement in *riting made beforE the incorporEtion oIa limited
liabiliq partncrship bclwccn thc pcrsons who subscribe lheir names lo the
incorporation documenl rnay im posc obligations on $e limited liability parbership,
provided such agrement is ratified by all the partnerr after the incorporation ofthe
limited lia bility partxership.
Elplanatio .
Any reference to a rcsolution of partners for a particular
rnatter is a reference to a resolution passed by all or such numbcr of partners as
may bc required by the Iimrted liabilitv partncrship agreemcnl for that mattr
(a) the perso n has notice that dle former parher hes ceased to bea partner
ofthe lim ited liability pannership;or
(b) notice, thatthe former partner has ceased to be a parfter oflhe limilcd
lrability parhership, has br:en delivered tothe Registrar.
(4) Th cessrtion ofa partncr from the limited liabilitl' parbersh ip does
notby selfdischarge tre partner from an)'obligation to the I imited liability partnersh rp
or to the other partners or to any other pcrson which he incurred while being a
partncr,
(5) Where a partner ofa I im ited liab il ity partnersh ii, ceases to be a partirer,
unlcssothcrwise provirled in the limited liability partnership a$eement, the formcr
partner or a prson entitled to his share in conscqucnce ofthe death or insolvency of
the {ormer partnet shal be entitled to receive from the limited liability partnership an
amount-
(b) his righl to share in thc accumulated profits ofthe limired liabilit-v
parrnerslrip after the deduction of losses of the limited liability
parherst ip determ incd as at lhe date the former partner cased to be
a partner.
(b) where there is any change iD the na'ne or addrcss ofa partner. notice
is filed with the Registrzrwithin fifteen days ofsuch change in respect
ol dcsignated pa(neri
(a) shail be irl such form and accompanied by such fee as may be
prescribed by the Commission through regulations;
(b) shall be signed by $e des ignated partner ofdre lL'n rted liab ility pa..tnership
and authenticated in a manner as may be prescrr bed by the Comm iss ion
through .egulations; and
PART V
EXTENT OF LIABILITY
(a) the panner in fact has no authorily to act for the limited liability
pamership in doing a particular act; and
t4E l HECAZETTE OF PAKIS 1AN. LXI'RA, MAYI, 2017 IPAR| I
(4) The liab lities ofa limired liability partnership shall be rnet out ofthe
prupcny ofthe limited liability partnRhip.
Provided that in case any such act is carried out by a partnef the limited
liabilily partnership is iable to the sarn e extcnl as the partner unless it is esta blished
by thc limited liability partnership that such act was \f,ithout the knowledge or thc
authorily of the limited liability partnership.
(2) Where a'ry business iscarried on \r,irh such intentor lor such purpose
as menlioncd rn sub-sr:ction (l), every person who was knowingly a party to the
carrying on of the business in rhe manner aforesaid shall be punishablc with
imprisonmenl for a lern which ,nav exrcnd lo rwo yeals and uith fine which may
extend to r\\'o million Frpecs.
,I
PART I] HE CAZE.I].L OF PAKISTAN, EXTRA., MAY J, 20 I7 I49
PART VI
CONTRIBUTIONS
l9
Liebility for contribution.-{l) Tbe obligation of a partner to
contribu(e money orotherproperty or other benefit, whether tangibleoa intangible,
or to prform services for a limited liability partnership shatl be as per the limited
Iiability partncnhip agreement.
PART VII
FINANCIAI DISCLOSURES
(2) l-lvcry Iinl'tcd liability parlnership shall- wilhin a period offour months
from thc cnd ol-cach financial ycat prEpare a sratement of accounts lbr lhc said
financialycar as at lhc lasl dar_ ofthe said financia I ye-ar and the designalcd panncrs
ofrhe lim(ed habrlity parE|elship shallput their sipalure on such statement evidencing
their aaceptance thereof.
150 'IHE GlZLll E OF'PA}(ISTAN, EXTRA.. MAYi,20l7 [P^Rr I
(4)The stat r nent ofac.ounts ol tim itcd liability pafterships shall be audited
in accordance with thr: regu lation s as ma; be prescrrbed by the Comm iss ion: '
(5) A prsol shall no1 be qualified to b fie auditor ofa limilcd liability
partnership unless he is a chafiered accountant,
(6) Any lim iled liability panncnh ip wh ich fa ils to compl,y with the provisions
ofthis section,.un less ,)therw ise provided. shall be punishablewith fine which may
extend to two million rupccs and the deslgnated partneB ofsuch limited liabilit-v
partnership shall be pLnishable wilh fine which may extend to one million rupees.
(d) isflotproperlyauthenticated; or
the Re8istrar may refuSe to accepl lhe d.'cumcnl tor filing or registration and direct
the linrited liabilir,,_ parmership to file a revised document in fte form and wilhin the
period to b spci6ed through orderi
(2) Ifthe document is filed or re8istered and its contents are detectd to be
defectiye, false, forged or not capable ofrectification. the Regisfar may, throuSh
orde. iI writing, retum orcancel the registration ofthe document.
' (3) If the Registrar retums or cancls the registrstion ofdocument under
with the
sub- scction (2). the same shall not b deemed to be delivercd in accordance
provisions ofthisAct-
(4) The registration or fil in8 otdocu ment with the Registra, does not affect
or creatc a presurnphon as to the validily or invalidity of fte document or thc
correctness or otherwise ofthe informalion conlained in it.
PART VIII
(2) The transfer ofany right by any partner pursuanl 10 suh.sction (l)
dos not by iLselfcausethe disassociationoflhe partnr or a dissolution and windinS
up of lhe limilcd liabiliry parmership.
152 THE GAZFITIE OF PAKlSl,^N. LXTRL VAYI.l0l7 IPaRr I
PART IX
PARI' X
PART XI
(2) In all other respects, the provisiors of this Act shall apply ro
compromise. an'angement or reconstruction under sub-sectjon (l ).
PART XII
29.
Winding up.-1'he ,tvindiDg up ofa limited hability partnership may
be either voluntary or by the Cor(.
(i) ifthe limrted liabiliry partnc.ship has been conceived or broughl fo(h
or is or has been carrying on unlawful or lraudulent activities; or
(g) ifthe Cou( is ofthe opinionthatit isjustand equ itable that the Iimited
Iiabilil,r partnership be rvound up.
(2) Ir all orhsr respects, the prorisioos of this nct shall apply to the
procedure forwinding t p.
PARI XIII
MISCELLANEOUS
(b) shall apply to any limited liabiliry partnership vith such exception,
modificat on andadapBtron as naybe specified in thenotification.
to be a lruc exuacl from any document filed or filed w16 or submised 10 the Rcgrstrar
shall, in an) procedings, beadmissible in evidenc and be prsumed, unlss evidcncc
to le contrary is adducd, to bc a true cxtract tiom such docuEent.
36.
Paymetrt o[default fec.-Subjec(to the provisions ofthisAcl, ifany
documcnt or retum required to be filed or regislcred under thisAct withthe Re!(istrar,
is not filed or registered in tim and is allowed lo be filed or rcgistered aftcr that
tirnc, ther, without prejudice to any other acrion or liability under this Act, such
documcnt or rerum may be filed or registered with the Registrar on paymcnt ofa
defaultfee offivethousand rupecs forcvcry dayolsuchdelay inaddition to any fee
as is payable tbr filing ofsuch documenl or rctum, as the case rrlay be.
Provded that the Comm ission through reSulations may pruvide forpaovisions
related to voluntary strike oft from thc rcgislcr and dormant limiled liabtlity
Panncrsh iPs.
J9. General penelties.-Any person guilty ofan offence under lhis Act
lbr which no punishment is expressly provided shall be liable to a fine which may
extend lo one million rupees dnd \ ith a furthcr fincwhich mayexlendtoten lhousand
rupees for every day during which thc dcfault continues, after the first day.
(a) to have been comrnitted with thc consent or connivance ofa paflner
or partners or dcsignatcd panncror designated panners otthe Limiled
l,iability PartneIship; or
156 THE GA ZETTE OF PAKISTAN. EXTRA.. MAYI.l0l7 [PARr I
Provided that r,uch appeal shall be filed within sixty da),s ofthe date oflhe
decision and shall be ac:ompanied by such Ge as may bc notified by theCommission.
(2) The Regjstrar shall be responsible generally for ths carrying out ofthe
provisions ofthis Act t nd for the collection ofthe fees thereunder and shall pay all
arnount*o collected ir(o the fund" ot thr C ommi-i"rr.
(l) t he Con Lmrssion may give to the Regislrar such directions as to the
excrcise of his powcrs, fuDctions or dulics under this Acl and thc Registrar shall
gire eflect to such dift ctions.
(2)
In case any prson re,'erred to in suFsection (l) do.s nor ansucr
such question or make such declaralion or supply such details or padculars ask.d
for by the Registrar wrthin a reasonable rime or time grven by the Registrar or when
*ith dle repl] or declaration or details or paniculaB
the Registrar is not salisficd
provided by such pelson, the Registrar shall have power Io summon that person to
appcarbefore h;m to answersuch qucstion or make such declaration orsupply such
detarls as the case nray be.
(3) Any peEon who fails lo comply \r,/ith any summons or rcquisition of
thc Regisrar under this section shall bc punishable lr,ith a fine which may exrend ro
two m illion ru pc-es.
(2) It shall be the duty ofevery partncr, officer or other employe ofrhe
Limited liabrlity pannership to produce Io the person flraking inspction under
sub-sectibn ( I ) all such books o I account and books afld papers ofrhe lim ited liability
parlncrshrp in his custody or undcr his control, and to fumish him wilh any such
slatcmen! information or explanation relating to the affairs oflhe limited liability
panncrship, as the said prson may require of him within such b-me and et such
place as he may speciry.
(3) Il shall also bc the duty ofevery partner, oEicer or other employee of
the limited liabilit' pannership to give to the person mating inspection under this
section all assistance in connection wifi the inspection which the limiled liability
panneAhip mc) hc rearcnably expcclql lo give.
(4) Thc person making the inspection underlhis section may, during the
course ofinspection,-
(i) nrake or cause to be made copies ofbooks ofaccoun! and other books
and papers: or
l5t I HE G/.Ztl't TE OF PA K ISTAN, DXTR^., MAY l. 2017 IPARr I
(5) Where an inspecllon ofthe books ofaccount and books and papers of
thc limired liahility paflncrship has bcen madc under this se,ction by dle Registrar or
an olllcer aulhorized by the Co mission, such ofllcer shall rnake a report to lh
Commissio[.
(6) Ary o fll cer autbo rized to nra-ke on inspctian hderthis section shall
havc all the powers thrl the Registrar have undr thisAct in relation to the moking
ofinquirics-
(7) A lim its I liab iliry partnership or any person commits an oflence who,-
(a) fails to produce any book. minule book, regrsleror other document as
required by rhe Regi)lrer under lhis se{tion; or
(2) A pe$on appo inted as iospector under this seclioD, for the purposes of
his investigation, havc the same powcrs as arc vested in a cou( under the Code of
Civil Procedure, 1908 (Act V oI l90t), while lryurg a suit, in respctoflhe following
matte6, namely:
O) compell iD g thc discovcry and production of books and papers and any
nEterial ohjccts; and
PaRr Il TH E C A ZETTE OF PA K ISTA N, F X TIt 4., MAY l, 201 7 I59
alld evcr,- procceding bcforc such ocison slrall bc dccmcd to b.iudicial proceeding
within the meaning ofscclions 193 and 228 olthe Pakistan Penal Code. I860 (Act
XLV of 1860).
(3)
Any contravention ofor non-compliance with any orders, directions
or rcquirment of the inspclor exercising Frowe6 ofa court undr sub-section (2)
shall, in all rcspects, entail the same liabilities, consquences and penalties as are
provrded for such contravention, non-compliance or default underfie CodeofCiv;l
Procedure, l90t (Act V of 1908) and thc Pakistan Pe[alCode, lt60 (Act XLV of
1860).
(l) The Court shall, al thc slage ofadmission ofthe appeal or at any time
thereafter on the application of the aggrieved person and after due notice to the
Commission, decide by means of a reasoned order whethcr the appeal ls to be
admitted in part or in whole depcnding on the facts and circumstances ofthe case:
Provided that the admission ofthc Eppcrl shall not/rsl rc operare as a stay
and nor shall anv stay be glzntcd thercin unlcss thc Commission has been given an
opportun ity of be ing heard.
adioum thc hearilg fi:r rnaxir]rurn ol-two darcs aId such adjoumme[t shall not be
more than fifteen da)'! at any onc timc or lbr more thdn lh;rl-y days in all.
(5) Whereol third hearing any pany fails to appqrand address arguments
before the Court the Crurtshallproceed and decide appalon merits and it shall be
deemed that such party has rclinquished its riBhLs to address arEtuments.
49. Recover y of per.lties.- (I) Any pcna lty im posed by the Cornm ission
in exercise of its pow rs under this Act or any rules or any regulalions made under
lhis Acl. shall be payab e to the Comm ission and may b recoverEd by the CommBsion
as a decre for lhe pa) ment ofmolrey. Lr cas the person aggrieved by such order
has,-
(a) prefenerl an apFal under seclion 48 and the Coun upheld the final
order ol'lie Com'n'ssion and it will automaticall)' be convened into
executian procccding and no fresh notices need to be issued to
appellanq or
(2)'thcCor.rshallcxerciscall thepowersofexecutingcourtasprovided
in th Code of Civil Procedu.e, 1908 (Acl Vof l90t), fortie purposes ofrecovery
of pena tries:
Provided that rheCourt may, for reasons tobe recorded, dispens with any
proccdure in the Code of Civil Procedure, l90t (Act V of 1908) and follow such
procedure as it may deem fit in the circumstances oflhc case for e\ped itious disposal.
(3) Thc exer:uting Coun may altach any inrmovable property or sale of
any movablc prope(y, including bank accounls, oflhe prsonorcompany on whom
a penalty has bee[ imlx)sed under thisAct by the Commission and any lransaction
or allmpt to alienate. kansfer, encumter or mortgage such property shall be void,
illegal and withoutany lawtul authority.
(4) A ll Govenunent deparlmenLs. authorit ies. bodies. private entil ies, houshg
societies or schemes, by whatcvcr namc called, banks and any olher concmed
entity shall on the orders oflhc Coun b bound to assistthe Commission in providing
details of moveable or immovahle propen_v ofjudgment debtor.
PaRr ll I'HE GAZETI'E OF PAKIS'IAN, EXTR-A., MAY i.2017 t6l
(a) lor all or any of thc matleN which by this Act are to be or may be
madc prescribed by the F'ederal Govemment;
(b) for estahlishmcnt and regulatirg the acti!ities ofany limited Iiability
paftnership or class of lirnited liabilit_v partnersh ips; and
(2)
Beftrre making an) such rules under sub-sect ion (l). the draft thereof
shall be published by the lrederal Govemment in the ollicial Gazelte for eliciling
public opinion therconwithin apenod ofnot less than lourteen days from the dateof
publicatrorl.
(3)
Any rules made under sub-section (l) mayprovide thata contravcnt;on
thereolshallbe punishable with a fine which may extend to two million rupees and,
Nherethe contraventron rs a co[tiruingone, with a furtherfinewhich may extend to
ten thousand rupees for every day after the first during which such contravention
continues,
(3) Any regulation rnade undcr sub-section (1) may provide thar a
contravcnlion thercof r;hall be punishable with a fine which may extend to two
million nipes and, wh,)re the contravention is a continuing one, lvith a furthr fine
which may extend to tenthousand rupees fbr every day after the first during which
such contravention con rnues.
L The muN 1l rith Ls and d utics of I he pa rtne6 and th mutua I rights and
duties ofthe Limited L ia bility Parmership and its partneN shall be determined, subject
to $c ierms ofany Limited Liability PartneEhipAgrEemmtor inthe absence ofany
such agreement, by the provisions in this Schedule.
2. All the pa tners of a I - im ited l, iabi lity Partnership are entitled ro sharc
equally in the capita l, pr ofits and losses o f the Lim ited L iability Partnersh ip.
(a) in the ordinary and propcr conduct of the business ofrhe Limired
Liability f artsrenhip; or
4. tsvery partncr may tale part in the managementofthe Lirn ited Liability
Partnershrp
7 Any maner or issue rlatinS ro the Lim ited Liab ility Partnership shal I
be decided by resolution p&ssed by a majority in number ofthe partnrs, and for this
purpose, each paftner shall hav one vote. However, no chaflge may be made inlhe
nalure o f business oithe L irnired Liability Partnership without resolu tion passed by
majoriry of less tian three-fourth.
8.Each partrcr shall .ender true accounts and full information ofall
things aflacting the Limiled Liabiliry Partnership ro any parorer or his authorized
10. Every partner shall account to the Limiled Liability Partncrship for
any benefitderived by hirn without (he consent ofthe Limrted Liability Patuership
from ary tmnsaction concemingthe Limited Liability Partnership, or from any use
b) him oflhe properry. n:rme or any business connection ofthe Limited Liabili!
Pannership-
ll.
No majority ofth partners can cxpel any partner unless 6 powr to
do so has ben conferrcd by express agrcement belwecn the partners.
(2) Upon su:h conversion, the parE|ers of the firrh shallbe bound by lhc
pro!isions ofthis Schcdule that arc apphcablc to them.
St tmGnts to be liled
3 . A firm nray apply to convcrt 10 I l-rm ired l,iability Partnership by fil ing
with the Registrar,-
(ii) rh( date on which the firm was rcgisterEd under the Pannership
Act, 1932 (IX of 1932) or any writlen Iart' (it'applicsble);
(iii) as of the applicrtion date, the frrm appeaB 1lr be ablc to pay its
de )ts as thcy become due in the normal course ofbusiness;and
(iv) th. t all ofits cred itors have agreed with the applicatior 10 con vert
to.rlimited liability parhcrshrp; and
Registrraion of Conrersiotr
(2) The Reg istrar ma],, in any particular case, require the documcn(s referrd
to in parag,raph J to be verified in such manner as he considers fit.
Elfed of registrrtior
(a) therc shall bea Limired Liabilily Partnership by the name spcilied in
the cerlificale ofregistration registered under this Act;
(b) all movable and immovable property vested in the firm, all assets.
inlcresLs, rights, privileges, liabilities. obligations relating ro the lirm
and the lr'hole ofthe undertaking of the tlrm shall be transferred lo
and shall vesl in the Lmited Liability Partnership without further
assurance. act or deed; and
Pendiog proaeaditrg!
9. An)' cor vicl ion. rulin g. o rdcr orj ud gm ent of any coud. Court or other
authority in frvour of rr aSainst the llmr may b en forcd by or against fie Limilcd
Liability Paftnenhip.
Exi3ting agreemcn(s
10. Every ailreernenl to which the firm was a party rmmcdialcly beforc
the date ofrcgistratiorr, whcther or not ofsuch nature that the rights and liabilities
there under could be . ssi8ned, shall have effect as from thal day as ii-
(a) the Lin ted l-iability Partnerchip were a party to such an agremnt
rrrstead oflhe hrm: and
(b) for any reference to thc firm, thcre were substituted in respect ol'
an,,thint to be done on or after the date ofreSistration a reference to
the Limid Liability Patuership.
Cotrtinu.rce of mploymetrt
Applicetior of parrgraphs 6 to l3
l4- Ihe provisio ns of paragraphs 6 to l.] (both inc lusive) sha ll not apply to
any approval- permit or license issued under any written law !o the fi.m which is in
force immedialely before the dateolregislrdlion ofthe Limited Liability Partnership.
sub-paragrdph (1), he shall be entitled (subjcct to any agreement with the Limited
Lubility Partnershrp to the contrary) to be fully indemnified bythe Limited Liability
Partncrship in respcct ofsuch liabrlity or obligation.
(a) statement that itwas, as from the date ofregistration, conv(ed from
afirm to a Limited Liability Partnership; and
(b) the name and registration nunber (ifapplicable)ofrhe firm from which
it was converted.
(3) Upon such conversion, the compliy. its shareholders, the Limited
Liability Partnership lo whlch the compary has convcrtcd and rhe partners ofthat
Limitcd I-iabiliry Part re.shrp shall be bound by thc provisions ofrhis Schedule rhat
are applicable to rhenr.
Strtement to bc filcd
(ii) the date on which the company was incorporated undcr the
Companres Ordinance, 1984 (XLVII of l9t4); and
Regislration of conversion
(2)
The Registrar may, in any paflicular csse, require the documcnls
refened lo in pamgmph I to be verified in such manner as he consideE fit.
Effccr of rgiltrrliotr
6.
On and from the dale ofregEfi-.lion sp.ified in the notice ofrrgistration
issued under paragraph 4.-
(a) there shall b a Limited Liabilily Partnership by the name specified in
the certificate ofregistration registered under this Act;
(b) all movable alld imDlovable property vested in the compan),, all assets,
mterEsts, righls, privilcges, liabilitics. obligations relarng to the company
and the whole oithe undenaling ofthe company shall be Eansferred
to and shall vest in the Limiled Liability Pa(ne6hip witiout funhcr
assurance. act or deed; and
(c) rhe company shall b deemed to be dissolved and removed ftom the
rrcords of the Regirtrar ofCompanies.
170 THE CA,'ETTE OF PAKISTAN, EXIRA , MAY 3,20 )7 [PART I
Pcnding proceedings
9- Any con\ iction, ru ling, orde. orj udgment of any court, Court or other
authority in favour of )r against the company may be cnforced by or against the
Limited Liability Partn( rship.
Existing agrements
10. Every agreement to which the compan] \r"s aparty immediately before
the date ofregistration whether or not ofsuch natur thatthe rights and liabilities
there under could be arsl8ned, shall havc cffcct as from that day as iL
(b) for any rE ference to the c om pan),. there were substitu ted in respect of
an,'thing to be done on or after the date ofregistratron a rference to
rhe Lnnir,:d Liabiliry Pannership.
Cortinuarce of omploymenl
12. Evcry contract ofemployment to which paragraph I I or 12 applies
shall continue in lbrce on or afler the date ofregistration as ifthe Limiled Lrabiliry
Perlnership were the employer there under instcad ofthe company.
(b) the na-rne and registration number oflhe company from which itwas
converted,
NMJDD PERVEZ.
Secrclar!.