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EXTRAORDINAHY
PUBLISHED BY AUTHOBITY

ISLAMABAD, Wf,DNESDAY, MAY 3, 20T7

PARI I
Acts, Ordinances, Pr6ident's Orders rnd Reguhlions
SENATE SECRETARJAI

Islanabad. rhe 3rd ltlay, 2017

llo. F. 9(8)i20 l7-Legis.-Th e tbllowing Act ol'Me)lis e-Shoora

(Parliament) reccived thc rssent oflhe President on 28th Apri), 2017 and is hercby
published for gcncral informationi

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)

WIIr,Rtns it ise)ipedient to makeprovisions forthc formation ardrcgulalion

of limitcd Iiability partnershrps and Jbr marters connccled therewilh or incideDtal

II is hereh\ enacled as follows:

(lr3)

Pricc. Rs- 30.54

[617 (2{.t17)/l]x. Gaz l

]]4 TIIEGA].F,TTEoF PAKISTAN IJXTRA MAY].20]7 IPARI I

PART I

PRELIMINARY

L Short title, extctrt and commncmetrL--{ I ) This Acl moy be

crlledrhe Limited Liat ililv ParhershipAcr, 20 ?. 1

(2) tt extnds to the \r'hole ofPakistan

(3) It shallc )me into forc al once:

Provided lhat liflerent dates ma) be appoimed for dillerent provisions of

thisAct and any rcforcnce in any such provision to the commencement ollhis Acr
shall bc construed as a refercnce to the coming inlo torce oflhat provision.

2 DefiDiti(,n3,--{ I ) ln th is Ac t. unless the contexl ot herwise requ ircs,-

(a) "address in .elition lo a partner of a limited liability parlnership,
means,-

(i) ifan indivrdual, his usual residential addrcss or sen'ice address

provided by him;and

(ii) if r body corporale or compahy, fie address of its regislered

offce;

(b) "advocaie" means an Advocale wilhin the mcaning of the Legal

Practitionersand BarCouncilsAct, I97l (XXXVof 1973)i

(c) "Appclllte Bench" mcans Appellate Bench o[ the Commission

constituled under su[scctron (2) ofsection 33 ofthe Securities and
Exchante Commission ofPakislan Ac! 1997 (XL ll of 1997);

(d) "body c(,rporate ' includes,

(i) lir ilcd liabilily pannership re8istered under thisAct;

(ii) lirritcd liabilily paflnership rcgisterd or incorpomled oulside

PaJiistan; and

(iii) cornpan], incorporated outsrde Pakistan, but does not include.

(a) so le proprictorship-
PARr Il THE GAZETTE OF PAKISI^N, DX'I-RA., MAY 3,2017 135

(b) co-opemtivc society registered under an) law rclating to

cooperati!e societics; and

(c) any other body corporate, nol beir)g a company as delined

in the Ordinance. which the !edcml Govemment may, by
notification in the omcialGazcltc. spcciry in this bhalt

(e) busincss'' includs every trade, profession and occupatiofl-

(l) "chartcred accouotanf means a chartered accountant as defined in

clause (b) ofsub-section ( l) ol scction 2 ollhc CharteredAccountants
Ordinancc. l96l (x of I96l) and who has obtained a ce(ificate of
pracrrce under sub section ( l) ofsection 6 lherelo;

(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);

(h) "cost and maltaSemenl accountant" means a cost and management

accountant within thc mcaning of thc Cosl and Management
Accountants Act, 1966 (XlV of 1966);

(i) "Coufl mcans the Company Bench ofa High Cou( as provided in
section 7 and section 8 ofthe Ordinance:

O ''designated partner" meals any partner dcsignaled as such pursuant

to section 101

(k) "financialycar" means thc period commencrng on the firstday ofJuly

ofany year and cnding on the thirtieth day ofJune of the suoceeding
year;

(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

(o) "limited liability partnership agreement means any writteD a8reement

bet\\en parlnc6of the limited liability partnership which dctermines
 136 THE GAi:ETTE OF PN KlS IA N. I,XTfu\,. MAY 3, 20 I7 IP^RT I

mutual riiahts aid duries ofrhe parlncrs and their rights and dulies in
rclation tc the Iimited liabilit! parrneBhip;

(p)'olficea' n relarion toa limited liahilityparmership, means,-

(i) any managerofrhe lirnited liability partnership

ii) a rc:eiver and rnanaSer of any part ofthe uDdertaking of lhc

limi|ed liability partncrship appointed under a powercontaincd io
anv instrumeDt; and

(ui) any liquidator ofthe limiled liabilitf partnership appointcd in a

voI ntary lvinding upl

(q) "Ordinan,ie" means the Companies Ordinance, 1984 (XLVI l of l9M)

(r) "partner''. in relahon to a limited liability parbership, meais any person

who has been admiftcd as a partner in the limited liability patuership
in accord ance with the I im ited I iabil ity partnrship agreement:

(s) "prescribed" means prescribed through regulations madc by the

Commission for carrying out the purposes ofthis Acti and

(t) ''Registraa' m ea ns a ReSistrar. an Additional, a Joint, a Deputy or an

Assistant Registrar, perform in8 under thisAct the duty ofregistering
limired liabiliry pannIship.

(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

NATURE OF LIMITED LIABILITY PARTNERSHIP

3. Spafrtc tegsl personelity.-< l) A linited liabiliry pannrship shall

bie a body corpomte by legistration under thrsAct aod shallbe a legal entity separatc
fmm its partners.

(2) A lim ited liability partnersh ip sh a ll have prperual succession

(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

4- Capacily add execution of documents.--{l) A limited liabiliO

panncrship \hall. b, its name. be capable to.

(a) sue and be sued;

(b) acquire, own- hold and develop or dispose of property of every

description. both movable and immovable;

(c) have a common seal; and

(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:

Provided further that prior lo ratilication by the limited liabilityparhership,

the person or prsons who purporled to act in the name or on behslfofthe limited
liability pa(nership shall in the absence of express agreement to lh contrary be
personally bound b! the contract or other transaction and nlitled lo the bnefit
thereof.

(3) Contracts on behalfota lim;ted liability partnershrp shall be made in

wriring undr common scal ofthe Lmited liability partnership and any contracl so
made shall be eflectual in law and shall bind the lmited llability partnership and ils
successors and all parties threto.

(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) its seal: ard

(b) all busincss lettcrs, sftrtcments ofaccounl invoiccs, official noliccs-

publicati(,ns, bills oI cxchange, promissory notes, endorsements,
cheq[es, )rders,.eceipts and letlsrs ofcredit ofor purporting to be
issued or rigned by or on behalfofthe limited liability partnership.

(8) Ifanomccrofalimitcd Iiability partnership or anyperson on its behall;-

(a) uses or althorizes lhe usc olany scal purponing to be a seal ofthe
limited lirbiliry parmeEhip $hercon its name docs not so appear;

(b) issues or authorizes the issue of any business letter, stitement of

accounts. invoice or olficia I notice wherEin its name is not so mentiond:

(c) signs, issues or authorizes to bc signed or issucd on behalf of the

lim ited 1u bility parhership aa1, bill ofexchange, pron issory note. cheque
or other r cgotiable instrument or any endoBemenl, ordet rccrpl or
letter ofcredit wherein rts name is not so mentioned-

he shall be guilry ofan offcnce punishable with a fine which may extend lo five
hundred lhousand nipees.

PART III

RE(;ISTRATION

5. Incorporation document.il) For a limited liabiliry parmership ro

be regisrered,

(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:

Provided that a limhcd liability pa(ncrship may change the placc

ofits registered otfice and whc.e there is anychange in theregislered
otlicc otthc limitcd liability parftership. notice musl be delivered to
thc Rcgistrar within fifteen days ofsuch change in such a manner as
rnay be prescnbed bl thc (hnrmissron through rcgulations and any
such change shall only takc cffccl upofl sefling such notice;

(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

(d) thcre shall bc filed a statement, in the form prcscribed by the

Commission through reSulations. madc by ithr an advocate or a
member of the lnstitute ofChartered Accountants or the Institute of
Cost and ManaScn rent Accou ntanls, who is engaged in formation of
the limrted Iiability partrership or by anyone who has sukcribcd his
namc to the incorpomtion document, tha! all the rc4uirements oflhis
Act and the rulcs and regulations madethere under have been complied
with. in rcspect of registration and mattcrs precedcnl and incidental
thereto,

(2) I fie incorporalion dmumenl shall,

(a) bc in a fornr as may be prescribed by the Commission lhrough

- rEulations:

(b) stare lhe nameofthe limited liabil ity par1rcrsh ip:

(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

(f) either slcirywhich ofthosc pcrsons are to be desi8nated partners or

sute thrlt every person wllo from time to time rs a pa(ner of the
limitcd ia b ility partnersh ip is a designated paflner on incorporat iol'r:

(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-

(3) A person, who makes a statcmenl or provides any information under

sub-sction (l) and srLb-sction (2) which he,-

(a) knows to b false: or

(b) does nol believe to be true,

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.

6. Provfuion relrted to nrme.-{ I ) Every limited liability parhership

shall have the acronvm "l,LP" as the last letters ofits name.

(2) No limitc,l liability partnrship shall be registered by a name which, in

opi nion ofrhe Registr ar, is,-
(a) undesirrble, inappropriate or dcceptive or is designed to exploit or
oflend e liBious susceptibil ities of the people; and
r

(b) idenlic?lto thatotary linrited liability partneNhip or body corporate or

compary or so nearl) resembling that name as to be calculatd to
de.eiv(

(3) Except \r'ith prior approval ofthe Commission ir writing. no limited

liabilit] pannIship sh all be registered bl a name which contains any rvords suggesting
or calculated to su8g,)s!-

(a) the pal onage of any pasl or present Pakistani or foreign head of
Statel

(b) any connection with the Federal Govemmenl or a Provincial

Govemment or an-"- department or authority ofany such Govenhentt
 PARr Il THE GAZETTE OF PAKISTAN. EXTRA., MAY 3,2017 I4 t

(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.

(4) Whenever a question arises as to whetheror not the name ofalimited

liability partnership Ls in vrolation ofthe forego ing provisions ofthis section, decision
ofthe Cornmission thereon shall be final.

(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.

(7) Without prejudice to the generality ofthe foregoing, the Commission

ma), throughre8ulations prescribeforprovisionsrelatingto,-

(a) reservation ofname of limited liabilio partnership:

(b) rect'fi caoon of name of limrcd liability pannershipl

G) change ofname of limited liability partnerchip;

(d) pubLcation of name and statementwith respectto limited liability; and

(e) fee lo be prcscribed lor any ancillary matter.

7. Registration of incorporation document.-(l) When the

requiremcnts imposed by clauses (b) and (c) ofsub'section (l) ofsection 5 havc
beencornplied with. the Regislrar shallretain the incoryoration document and, unless
the requircment imposed by clause (a) oftiat sub-section has not bcen complied
\irh. he shall,

(a) registerthe incorporation document; and

t42 IHLGAZt',l]'EOI PAKISIAN, tsXlRA., MAY 3,2017 lPARrl

(b) givca ccdificalc thal lhc irnited liabilit] painership is registcrcd b)

the nam. specificd in thcincorloulion documcnl.

(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

(4) The cedificate shall be conclusive evidence tharthe lUnfed liabilrry

partnership is regislercd by the name specrfied in the incorporation document.

(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,-

(a) is undesi?ble or unlawful; or

(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

PARTNI,RS, PARTNERSHIP AND THEIR RELATIONS

8. Partner!.-{l) Any indlvidual or body corporate or company may

beome a partncr in a Iimited Iiability patuership:

Provided that iLn individual shall not be capable ofbecoming a partner ofa
limitcd liability partner! hip, it.

(a) he has boen found, to be ofunsound mind by a court ofcompetent

jurisdicti)n and the finding is in force;or

(b) he is an undischarged rnsolvcnt; or

(c) he has applied to be adjudicated as an insolve,rt and his application is

pending.
P^Rr ll THI GAZET]E OF PAKISI^N, EXTRA.. MAY 3,2017 143

(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.

9. MiDimum rumber of partnrs.-( I ) Every limited liability

partnership shall have at least two parhcrs-

(2)Ifatany timclhe numberofparhers ofa hmited liability partnership is

reducd bolow two and the limited liabillty partnership carneson business for mor
(han six months or such other period Es may be prescribed while the nuflbe. is so
reduced,lhe person who is rhe only partner ofthe Iimited liability partnership dnring
the time that it so canies on busioess afler rose six months or sxch other period as
may be prcs{,ribed and has the knowledSe ofthe facl thal il is carr}ing on business
with him alone, he shallbe Iiable personally for the obligalions ofthe limited liability
pa(nership inclred during tharperiod.

(3) A person m ay cea se to b a partner ofa lim ited liability pannersh ip,-
(a) in the event ofhis death;

(b) in the event ofdissolution oflimited liability partnership;ard

(c) in accordance with an agrc.ementpith other partners or, in the absenc

ofagreemenl with the other parilers as to cessat ion of parlnership, by
Bi!ing reasonable notice to the other partncrs.

(4) Every partner of a lim ited liability partnersh ip is its agent subject !o its
agreement.

10. Designsted partnrs.-{l) Every limited liability parhcrship shall

have at least one designatcd partn. who,-
(a) is an individual;a.lld

(b) a resident in Pakistan

Provided thal in cas ofa limited liabilitl partnership in whichall

the partners are bodies corpoiare, or in rvhrch one or mone partners
arc individuals and bodies corpomte, at least two individuals who srre
partners of such lim ited I lability partnership or nominees of surh bodies
corporate shall act as designaEd panners and one ofthe nomines or
partne6. as thc case may bc. shall b a resident in Palistan.
144 THECA;:ETTE OF PAKISIAN,I]XTRA,. MAY ],20I7 [P^RT I

Etp unution. For the purpose of this section, residcnr in

Pakistan means a person who has stayed rn Pakistan for a period of
not lcss lhan si\ monlhs during the immedtatel) preceding one year

(2) Subject lo thc provisions ol-sub-sechon (l), if the incorporation

docu,nenL-

(a) specifies who are to bc dcsignated panncrs such pers.rns shall be

designatcd partneE on incorporationr and

(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.

(4) Subject t,)the provis ions of th is section, a limited liability parlnership

shall appoinl a designrfcd partner within thirty days of a vacancy arisirg ibr any
feason:

Provided thal if no designated panner is appointed, each panncr shall be

deemed to be a designalcd partner

(5) Ar individualshall not bccom adesignated partnerina limilcd Iiabiliry

partnership unless he hrs givn his prior consentto act as such to the limitcd liability
partnership in such form and manner as may be presc.ibed by the Co'nmission
through regulalions.

(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.

(7) An indn idual eligrble to bc desrSnated partner shall satisfy such

conditions and requiniments as may bc prescribed by tie Commission through
regulations.

(8)A person ceasesto beadesignated parmer ifhe,ortle body corporatc

or company lor which hc is a nominee- ceases to be a parlner in the limited liabilio
parrnership.
 P^RT Il THEGAZE'II'LOF PAKlSlhN, UXTRA., MAY3,2017 145

(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.

11. Joint liability.-lf rhe limited liabiliry parmership conrmvenes the

provisions ofsect ions t, 9 and I 0. the lim ited liability pannersh ip and ever),designard
partner commits an oflence and shall be puntshable with fine which may extend to
onemillion rupees.

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

(4) In absence ofagrcementas to any matler, the mutual riShtsaod duties

oflhe partncrs and thc mutualrights and duties ofthe limited liability partnership and
the partners shall be determined by lie provisions relating to that ma(er as are set
out in the First Schedule.

11. Cessafion of pertncNhip itrtcrcst.--{l)A person may cease to be

a partner o[a Iimited liability partncrship in accordance with an agrcement with the
olier pa(ners or, in sbsence ofth agreementwift the other partners as tocessation
of being a partner, by giv ing a noticc o fnol lcss (hall th irty days lo the other partners
ofhis intention to case as paflner

Provided thar a notice in writing to this effect shall b delivered by the

Iimiled liability parmemhip to dte RegistraJ.
146 THE GAiaEn E OF PAKrS',r)\N, EXIRA., MAY3.20l7 [P^Rl I

(2) A person mayalso ceaselo be a panier ofa Iimited liabilir:-panncrship

by his death or by dissolution ofthe limired Iiabrlitv partneFhip.

(3) Where a person has ceased to be a partne. ofa limited liabilily

partnership, hereinafte- referred to as "former iartner", the former partner is to be
regarded (in relation to any person dealin8 with thc limited liability partne.ship) as
slill bcing a partnerofthe limited liability partnership unless,-

(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-

(a) equal to the capital conEibution ofthe former partneractually mrdc (o

the limite d liabiliry partnemhip;and

(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.

(6)A former partner or a pcrson cntilled to his share in consequence of

death or insolvency ofthe fo.mer parfter shallnolhave any right to interfer in thc
manaSement ofthe lim ited lia bil ity partnersh ip.

(7)Any forrrer panner or the former partner's personal representarive

or liquidatorwho fails to comply with sub-section (6) commils anollence.

14. Rgistrfitiotr of changcs in pertners.-{l) A limited liabilily

partnership shall ensurs that,

(a) *here a person becomes or ceases to be a partner or designated,

notic is filed with the Registrarwithin fifteen days from the dare he
becomes or ceases to be a partner; and
 Penr Il I HE GAZETTE OF PAKISTAN, EXTRA., MAY 3,2017 t41

(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

Provided that where allthe partners ofa limited liabilitypartnership

are, fromtime to time, dcsignaled partners notice under clause (a) will
not be required.

(2) A notice filed with the Registarunder sub section (l),

(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

(c) if it relates to admission ofa partner, shall contain a stalement by the

incoming pa(ner that he consents to becoming a partnet signed by
him and autheniicat."d in a manner as may be prescribed by the
Commission tlrough .egu lations.

(j) If the limited Iiability pa(nership contravenes the provisions of

sub-section (1), the limited liability partnenhip .tnd every designated partner ofthe
Iimited lmbility partnership sha)l be punishable with fine which may extend to one
millionrupees.

(4) Anypersonwhoceasestotreapannerofalimitedliabilitypart ership

,nay himsclffllc wirh the Registrarthe notice referred to in sub-section (2) ifhe has
reasonable cause to believe that the limitcd liabilify partnership may not file the
notice with thc Rcgistrar and in caie ofany such stltement filed by a partner, the
Rcgistrar sha ll obtain aconfirmation to thrs ffect from the hmited liability partnenh rp
unlcss the Iimitcd liability partnership has also filed such notice.

PART V

EXTENT OF LIABILITY

15. Ertent of liability

of limited liability pa rtDership.--{ I ) A limited
l,ability pa(nership is not bound by an]'thing done by a partner in dealing with a
person, if,

(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

(b) the persr,nkno*s that he has no authori!_ ordoes notkno* or belieYe

him to b,) a partner ofthe lirniled liabilrr) partnership.

(2) A limire(l Iiabiliry parrnership is liable ifa parEerofthe limited liabiliry

partnership is liable tc any person as a rcsull oIa wrongful act or omission on his
part rn the course ofbusiness ofthc limitcd liability partnership or with its authorily.

(3) An oblig.rtion ofa limited liabilily partneNhip, $rheder alising in clntract

or otherwise, is solely obligation ofthe limitcd liabilitv partneBhip.

(4) The liab lities ofa limired liability partnership shall be rnet out ofthe
prupcny ofthe limited liability partnRhip.

16. ExteDt of liability of s prrtncr.-{l) A partner is not persohally

liable, directly or indirectly, for an obligation referred to in suLsection (3) of
sectiolr I 5 solcly by re $on of being a panner of the limited liabi litv partners h ip.

(2)'the pro\ isions of sub-scction (3) of section I 5 and sub-section ( t) of

lhis section shall not affecr the petsonal liability ofa partner for his own w.ongful
act or ornrssion, but a rannr shall not be personally liable for the wrongful act or
omission of any other I Ertner of the limitcd liabiliry pa(nrship.

17. Utrlimit'd liability in .rse of fmud.--{ l) In the event of an act

carried oul b, a limit(:d liability partncBhip or any of ils partners witfi intent to
defraud creditors ofth3 limited liability partnership or any othr person or for any
fraudulent purpose, th( liability ofthe limited liabi litv partnersh ip and partners who
acted with intent to defiaud creditors or for any fraudu lent purpose shall be u n lim iled
forall or any ofthe debLs or other habilities ol the limited liability partneNhip:

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

18. Form o[ contribution,-< I ) The tbrm and value ofconrribulion to

the parlncrshipofa panncr, ifany. uill be dccjded murually by the pa(ners and may
consist ol-rnoncys, negotiabl inslruments, properties including valuablc rights,
inlangrblcs knowledge and skills, etc. which the paflners deem to add value to
Panner)hrp.

(2) Thc rnonetary value olcontribution olpartners reprcseming in(angibl

propcrtrcs inoLuding valuable rights, intangibles, knowledge and skills etc rnay be
accounted for and disclosed in the accounts ofthe limited liability partnership which
can bc valued reliably and can he legally cnforced, subjectto the conditions as may
be prescribed hy thcCommission lhrough regulations.

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.

(2) A crcditor ofa limited liability paflnership, which cxlends crcdit or

other$,ise acts in reliance on a-n obligalion describd in lhat agrement, withoul
notice of any compromise between partners, may enforce the original obligation
against such partner.

PART VII

FINANCIAI DISCLOSURES

20. Maintetrsllcc of books of accounts, olher records snd audit,

etc.-{ I ) t he linr ited I iability parhersh ip shall maintain such propr book ofaccounts
as may be prcscribcd by the Commission through regulalions rclaling lo its aftbirs
for cach ycar ofrls existence on accrualbasis and according to double entry system
ofaccounling and shall maintain the same at its registered office for such priod as
mav be prescribed through such reE0lations.

(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

(3) '[heCo lmrssion

oray. t] rroLrgh rotific.rtion in lhe omcialCarcfte, speciry
suchclassorclassescf limitcd liabilit) partncrships who shall file thestatemenrof
accounts prepared pursuanl lo sub-section (2) \rith the Registrarevery ycar in such
form and manner arrJ acoompanied by such fee as nray be prcscribcd by the
Commission through regulations.

(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: '

Providcd that the Commission may, by notification, exmpt any class or

classes oflimited liability partnerships from the rquiremcnts olthis sub-section.

(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.

21. Inspectior of documen(s kpt by Rgistrrr.-The incorporation

document, names of partners aid
changes, if any, made therein and any other
documents filed bythe imited liability partnenhip ftorn dme totime, shall beavailable
for inspecrron in officr oflhe Regist.ar by any person during business hours and in
such manner and on pi ymenl ofsuch fees as may be prescribed by the Commission
t-hrough rcgulalions.

22. Penrlty for false ststmcnL-lf in any rclum, statement or odrer

document required by or for the purposc5 of any of the provisions ofthis Acq any
person makes a statellrcnt,

(a) which is false in any material particular, knowing it to bc fals; or

(b) which orlits any material facl kno*ing i1 to bc material,

he shall. save as othcrwisc cxpressly provided in this Act, be punishable with

imprisonmenl for a ter rn whi-h ma) c\lend lo rwo ye.rs or \rilh a finc uhich ma)
exlend to two million rupesor with both.

23. Filing eEd registration ofdocumetrts--<l) Wlere in opinion ofthe

Registrar, any document roquired or aulhorized by or under this Act to be filed or
registerd with the Reliistrar.-
P^Rr Il THE GAZETTE OF PAKIS tAN, MAY 3,201? t5l
'XTRA..
(a) dcEs nor compl)'wifr the requiremen(soflaw. or eny regulations rnade
br- the C,ommission; or

(b) is notcomplete owinB to any defcct, error or omission;or

(c) is insufliciently legible or rs written upon paperwhich is notdurable;or

(d) isflotproperlyauthenticated; or

(e) is not in the prescribd form. ifany,

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

Provided that the limited liabilily pa(nership may appmpriately amend or

cornplete and resubmitthe document again or submir a fresh document in its place.

(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

ASSIGNMENT AND TRANSI'ER OF PARTNf,RSHIP RIGHTS

24. Partner's treEsfereble intrest.-{l) The dghts of a partncr to a

share o[ rhe profits and losses of the limited liabiliry partnership and to rcive
dislributions in accordance with the lirnited liability partnership agreement arc
transferable eitherwholly or in parl and such change shall be communicatod to the
Registrar within scven days

(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

(l) Thctran:,fcrofright pursuanr to this sedion does not. by itsclf. cnt;tlc

tbe transferee orassrgn jc to participate rn the managerrentor conduct ol the aclivities
offie limrted liability I)artnership or access infor mation conccnrillg lhc lrarrsactions
of rhe lim ited liabil ity pannership.

PART IX

CONVERSION TO LIMIIED LIABILITY PARTNERSHIP

25. Cotrveniotr from lirm (o limited liabilily pxrtnership.-The

provisions ofthe Sec<,rrd Schedule shall apply lo (he conversion from firm to a
limrted tiabil ity panncrs h ip.

26. Cotrversion from privatc limilcd compatry to limiled tiebility

parttrership. l he pr )vrsions ofthe l hird Schcdule shall apply to the conversion
from private lrmitd co npanyto a limiled Ijabilily parhership.

PARI' X

FOREIG { LIMIIED LIABILITY PARINERSIIIP

27. Foreign limitcd Iiability parltrership.--{ l) Foreign limited liability

partnership shall nol car.y on business in Palisran unless rt is regrstered Ls a foreiAn
lirnited liability partncrship as may be prescribed.

(2) The I'ederal Govemment shall make rules in rclati(x locslablishment

ofplace ofbusiness by ti)re ign I im iled liabilily partnersh ip with in Pakistan and carrying
on their business or thro' rgh noti l'ication in the officia I Gazetle dircc1 dlat any provisions
ofthe Ordinancc spccified in such notificalion shall apply lo any foreign limited
Iiability partnership. \,vith such exception, modification and adaptation as may be
specified in the nolification.

(3) In allothr:rrespects, the prorisions ol thisAct shallapply to a fbreign

limited liabi,ity partners 1ip.

PART XI

COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF

LIMITED LIABILITY PARIN I]RSHIPS

28- Comprornise, arrangemcnt or reconstructioD of limited liability

pe rtnerships.--{ l ) 'l he Fcderal Govemmenl shall make rules in relarion to
compK,mise- arrangerr( nt orreconstruclion of limited liabili0 paflJrcrship or through
 .l
PAR| Il llE GAZE TfE O1i PAKISTAN, EXTRA.. MAY 1,2017 l5i
no(ificalion in the omcial Cazetle directthat any provjsions ofthe Ordinance specified
in such notification shall apply to any scherne ol compromisc, anangemenl or
recon$rucdon of limited liability pa(nerships \l,rth such exccption. rDodification and
ddapldtion a, m,r) be \pecillcd in lhc nJrifi(ari,,n.

(2) In all other respects, the provisiors of this Act shall apply ro
compromise. an'angement or reconstruction under sub-sectjon (l ).

PART XII

WIN'DING I]P AND DISSOLUTION

29.
Winding up.-1'he ,tvindiDg up ofa limited hability partnership may
be either voluntary or by the Cor(.

30. Circumstances in which limited liabilily partnership may be

wound up by Couft-A limited liability partnership Dray be wound up by the Court,-

(a) ifth limitcd liabililyparmership decides that ltmited liabilit,,parmership

be *ound up by the Court;

(b) ifrhe number ofpartrers ofthe limited liability partnership is rcduced

(c) ifthe l;m,ted liability partnership is unablc to pay i1s debts;

(d) ifthe Iimited liability partnershiphas acted againstthe inrerests ofrhe

sovereignty, or integriry ofPakistan. the security olthe State or public

(e) ifthe limited liability partnership

has made a defaulr in filine with rhe
Registrar the sratement oFaccounts lorany fivc consecutive financial
years-

(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.

31. Procedurc forwinditrg up. { l) The Fdral Govemment shall makc

rules in relation to\\,indingup anddissolution of limitcd Iiability partnerships orthrough
notificalioD ir the ol ficial Gazette d irect that any provisions oftheOrdinancc spccificd
151 THE GAZ ETTE OF PA KISTAN. EXTRA., MAY 3, :017 [PARr I

in such nolrficalion shall app y to any windilg up and dissolution proceedings of

limited l;ability parhers rps with srchexcep(ion. modiiication and adaplation asmay
be spe.cified in the notification.

(2) Ir all orhsr respects, the prorisioos of this nct shall apply to the
procedure forwinding t p.

PARI XIII

MISCELLANEOUS

12. Non-Epplicability ofAct IX of 1932.-Save as otherq,ise provided

by this Act, th provisio'rs ofthe Patuership Ac! I932 (lX of 1932) shall not apply
to a limited liabiliry par1rership.

33. Busines! transactions of partner with limitcd liability

partrrship.-A partn3r ma], lend money to and transact other busuess with the
lim itcd I iabil ity partne r! h ip as rnay be prescribed and sha ll have thc sams righ ts and
obligations with rcspect to lhe loan or other transactions as a person who is not a
partfler

34. Application of co pany law. The Federal Govemment may, by

notification in (he officillGazcttc, directthat any ofthe provisions ofthe Ordrnance
spccified in the notificalion,

(a) shallappl i to any limitcd liability partnership;or

(b) shall apply to any limited liabiliry partnership vith such exception,
modificat on andadapBtron as naybe specified in thenotification.

35 Elrtmnic filirg of documents.-{ I ) Any documcnt rcquired to be

filed o. registered undcr this Act may be filed or registered in such manner and
sub_jecl lo srlch condilions as may be prescribed by the Cornmissio'r through
regulation s.

(2) A copy ofor an extract frorn any documentelectronically filed \vith or

submitted to the Rcgistrar which is supplied or issud bl, the Registrar and celIified
in such manner as may re prescribed by the Commission through rcgulations to be
a true copy ol'or extmct iom such docu menr shall- in any proceedings. be admissible
in evidence asolequal,,elidity wrth th original document

(l) Any info,mation suppl,ed by the Registrar that is certified by fhe

Registrdr ir such manner as may be prcscribed by the Commission through rcgulations
 Pant Il IHE GAZETTE OF PAKIS I'AN. EXTRA.. MAY 1.2017 155

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.

17. Power ofRcgistrar to strikc defunct limild liability perrrcrship

olT register.-Wherc the Registrar h&s reasonable caus to believe that a limired
Iiabrlity partnership is not carrying on busincss or its opration in accordance wtth
the provisions ofthis Acg or has failcd to comply with any provision ofthis Act the
namc of rhe limitcd liabiliry pa(ncrship may be struck off rhe register of limircd
liability part erships in such manner and followinS such procedurc as may bc
prescribed by the Commission through re!(ulalionsi

Provded that the Comm ission through reSulations may pruvide forpaovisions
related to voluntary strike oft from thc rcgislcr and dormant limiled liabtlity
Panncrsh iPs.

38- Pcralty for impropcr use ofword "limited li.bility parrncrship"

or "LLP".-If any person or persons carry on business under any new namc or
litle ofwhich the wond "limrted liab'lity panncrship"or "LLP" or any contraction or
imitation thereof is or are the last word or words. that person or each of those
persons shall, unlessduly incorporaled as Iimilcd liability partnerchip b punishable
wrth finc which may extend to two million rupces.

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.

40, Offences by liDrited lirbility pertnerships"-Where an oflence

undcrlhisAcl committed by a limited liabilit) partneBhip is pro!'ed.

(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

(b) to be atlributahle lo ary negled on lhe parl o[thc partncr or partners

or dcsignatcd parftrer ofthal lirnited liabili\, partuership,

the partner or partners or designated paftncr or designated panncrs oflhe limited

liabiliry partncrshil, aI the case may be. as well as that lirnired liabilit-v parmership
lhall be guil$ ofthc ol-lnce and shall bc liable lo he procccdcd against and punrshed
accordingly.

41. Appeal o Appellale Bench.- Any person aggrieved by an order

or decision of Regist-i,r or any ('omnri.(ioner or ofllcer oI the Lommission ma]
prcfcran appcal to th(: Appcllatc Bench rnd the prov,srons o] seclion 3l ofthe
Securit;es and F-\chan!.e Commission of PakistanAct, 1997 (xl-ll of1997)- shallbe
applicablc in respect o'such appeal:

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.

42. AppointmcDt of Registrar of limited liebility partnrships, etc.-

(1) 'Ihe Commission n'ay,

(a) designato an officer ol.the Commission ro be the l(egistrar oFlimited

liabilit_v I amrerships: and

(b) from arn(,ngsrthe oflicers ofthe Commission, appoint such numberof

Add ition rl Rgistrars, Jonrt Registrars, Depury Registrars and Assistant
Registars of limited liabilif' partneEhips as the Commission considen
necessarn for the proper administratiol ofthisAct

(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.

(4) I-he Con mission rnay subjcct 10 such conditions or ft:skictions as it

of the adm in istration of rh is Act deleqate to any person
deerns fi t. tor thc purp, rses
all or any of the powers functionsand dulies vested in the Registrar or may empower
the Registrarto sub-delrgatehis powcrslo that personexcept the pow er ofdelegatron
conferred b], this sub-section.
 PART ll THE GAZIII-IE OIr PAKISTAN, EXTRA.. MAY 3, 2017 151

43.Power ofRgis(rar to obtsitr informatiotr.--( I ) In order to obtain

such infomr tioi as a Registrarmay consider nccessary fo. the purposes ofcarrytng
out the provisrons oIlhis Act, the Registrar ma), require any per$n incltdi0g any
present or former parlner or desrgnated partner or employee of a limited liabiliry
parl nersh ip to anse/er any question or make any declamtion orsupply anvderails or
paniculars in writingto him within a reasonable pcriod-

(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.

44.Itrspction of books ofrccount by Registrdr, etc,--{ l) Ite books

ofeccounta.nd book and papersofevcry lilnited liability parhership shall be open
to inspection by the Regisr r ar or by any omcer autho.izd bv the Comm ission in th is
bchall ifthe ReSistrar or the Commission considers it Decessar),so to do

(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

(ii) place or causc Lo bc placed by marks ofidentltlcation Ocrcon

in toke ofthe iDspection having been made.

(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

(b) obstrucl!, inlimidales. distmcts, harasses or h inders the ReBistrarwhile

cxcrcisirg any of the powers undcr this soction

45. Putris[mnt lor dcfault in coEpliatrca rdth provisions of

sectiotr ,14.-lf defau t is madc in complying with the provisions of secrion 44,
every person \!ho is i) dcl_ault shall be punishable with imprisonment for a ttm
wh,ch may cxtcDd to onc ycar and with fiile which shall not bc lcss than one million
ruPees.

46. IDvestig.rtion ofatf.irs of limilcd liability prrtncrship.-{l) Th

Comm ission may appo ir rt or rc or rnorc competent persons as investiSalors on receipt
of a report under sub-scrion (5) of seclion 44, to inlesrigate th affairs of any
limited liabilitypannershipand to rEpon rhereon in such manner as the Cornmission
may direct.

(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:

(a) errforcinti the attendance of prsoDs and examioe them on oath or

affirmation;

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

(c) issu ing comm issions forlhee\aminarion ofwitnesses

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).

47- Penrlty to be imposed by (he Comni$ioD.- wherEver a penalw

is provided for any o ffence. contravenlion ofor defau lt in comp l!,ing wi6, any ofrie
provisions oflhisAct, rules or.egulations madc undcrthis AcL such pnalty shallbe
imposed by Ihe Commission after providing a reasonable opportunity ofhearing to
the party.

48.Appsl to th Court.-< I )Any prson {ggrieved by the final decision

ofthe Commission may, within sixty days ofthe decision communicated to hrm,
prcfer an appeal to the Court.

(2) Th Court may, o" an appealmad to il under suEsectioo (l ), accepl,

set aside or vary the decision of lhe Commission or makc such orher order as the
intercsts of justicE rquire.

Explohatioh--Fot lhe purposes of sub-section ( l), "final dccision of the

Commissron" means a decision ofthe Appellate llench ofthe Conrmission under
section 33 of the Securities and ExchanSe Commission of Pakistan Act, 1997
(XLll of 1997).

(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.

(4) Notwithstanding an),thing contained in any other law, the hearing of

appeal shall continue day-to-day, unless sufllcient cause has becn shown by the
partiesjointly or sverally which is beyondthe control ofthe parties, the Coun may
 160 THEGAZET'MOF PAKISIAN, EXTRA,, MAY],20I7 IPART I

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

(b) not preli:ned an appeal to rhe Appellate Bench of the Cornmission

u[der s(Iion 3 3 offie Sccu ities and ExchanSe Comm ission ofPa]istan
AcL lgq7 (Act Xt-ll of 1997) and thc Court on applicarion of$e
Commisrion has confirmcd and allowed conversion or initiation of
executi(,n proceedrngs al'ler nolices to the parties as deemed
approp.iate by rhe court.

(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

50. Cognizance of offercs.- Notwithslanding anylhing conlaincd in

the Codc ofcrim inal Procedure. 1898 (Act V of 1898), no court sha ll take cognizance
ofany ofleDce punishable with irnprisonmcnr or fine orboth. underthis Act cxcept
on a complaint. in vriting o ftfie facts coDsdturing the offence, b1, au ollicer autln zed
in this behalfby the ( omnlission singed by a commissioner alrd no coun infenor to
that ofcoun of sessions shalltry alD such offence.

51. Powcrofthe Fedcral Govcrnment to mrke rules.-{l ) In additio[

to the powers conferred by any other section. the F'ederai GovemmeDt may, by
notification in the offrcialCazett, make rules,

(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

(c) genemlly for carr),ing out the purposes ofthisAct.

(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,

52 Power to issue directivs! circulars, guidelines, etc.-{l) T}e

Comnrission may issuc such dircctivcs, prudential requirements. codes, circulars,
gurdelines or notifications as may be necessary to carry out the purposes ofihrs Act
and the rules and regulations made therein.

(2)Nonrompliance or conlravenlion ofdirectives, prudentia I requ irements,

codes. circulars, guidelines, notifications ctc. shall be punishable with a 6ne rvhich
may exlend to t*o nrillion rupees al]d where the contravcntion is a continuing onc,
with a further fine which may extend to ten thousand rupees foreve,)-, day after the
fi rst during which such cont?vention continues.

53. P.rwer to m"k regulations.--{ I) Subject to sub-section (2), thc

Commission may make such regulations, which shall not be inconsistent with tlc
rules made under this Act and which, may be rcquted to carry out the purposes of
this Act.
162 THEGA;aETTEOF PAKISTAN, EXTRA., MAY3-1017 [PARr I

(2) Before mrking an! regulations, the draft rhereofshallb published by

thc Commission in the rfl'icialCazene for elrciting public opinion thcrcon within a
period ofnot less than 'ouneen days from the datc ofpublication.

(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.

54. Power ol the Commission to alter Scbedules.-The Commission

may by notificarion in he official Cazette. alter or add any ntr) in the Schedules
and such alterations or addrtions shall have rhe efrect as if macted in rhis Act and
shallcome into force on thedaleofthe notification, unless the notification othcnvise
directs.

55, Power to remoye dimcrlty.-lfany dilficullv arises in giving effect

tothe provisions ofthis Ac! the Federal Govemment may, by order pu blished in rhe
omcial GazEfte, make such provisions, as may appear to il to be necessary for
removinS lie diffi culty.

THE FIRST SCTTEDULE

lsee Section l2/1)l

DEFAULT PROVISIONS FOR LIMITED LIABILITY PARTNERSHIPS

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.

3. The Limitri Liability Partnership shall indemni$, each partncr in rcs?ct

ofpaymenls madeand te.sonal liabilities incurred by hirn,-

(a) in the ordinary and propcr conduct of the business ofrhe Limired
Liability f artsrenhip; or

(b) in or abort anvthing necessarily done for the preservation ofthe

business cr property ofthe Limrred Liabiliry parrnership.
 Paff Il THE GAZFI'|IE OF PAKISTAN. EXTRA., MAY 3.2017 163

4. tsvery partncr may tale part in the managementofthe Lirn ited Liability
Partnershrp

5. No pamrer shall beenrhled ro remuneration for acting in the business

or ma naSenr ent of the Limited Liability Pannership.

6 No person may be introduced as a panncr without the conscm ofall

the exisling panners-

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

9.Ifa panncr. withoutthe conseot ofth Limited Liability Pannership,

carries on any business of lhe same nature as and competing with the Limited
I-iability ParrneNhip. he must account for and pay over to the Limited Liability
Parmcr.hip all prolns made by him in thar husiness.

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.

1'HE SECOND SCHEDULE

lsee section 25'l

COWERSIOI{ FRO}' FIRM TO LIMITED LIABILITY PARTITERSHIP

Cooversior of firms 10 limited Iiability partreEhip

l. (l) A firm may convert to a Limitcd Liabiliry Parterslip by complying

with thc rcquirements as (o the conversion sct out in this Schedule-
t64 TIIE GAZEmE OF PAKIS'lhN, EXTRA.. MAY l- 2017 [PARr I

(2) Upon su:h conversion, the parE|ers of the firrh shallbe bound by lhc
pro!isions ofthis Schcdule that arc apphcablc to them.

E plondrio - Inthisparagmph. "conven", irr rElationto a firm conve ing

to a Limitcd Liability l'artnersllip, means a transfer oflhe p.opery, assets, inleres8,
rights, privileges. Iiabilities, obligalions and dre undertakiflgofthe firm to the Linlitcd
Liability Pannsrship iI accordance with rhe provisions ofthis Schedule.

Eligibility for converslon

2. A frm,nay apply to convcrl lo a Limiled Liability Partnership in

ac.ordarce \ ith lhis Schedule ifand only if t}e partners of the Limited Liability
Partnership to whichdrefirm is to be converted compris all the panners ofthe firm
end no one else.

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,-

(a) astatem.ntsigned by allol'its paflners in such medium and form and

accorDpanied by such fecs as th Commission may prescribe,
containiU dle following pa culars, namely:-

(i) the name and registralion number (i fapplic-able) ofthe firm;

(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

(b) incorporation document and sulement referred to in section 5

Registrraion of Conrersiotr

4. On rece ving the documelts rcfcrred to in paragraph 3, lhe Regisfar

shallsubjectto the pro,,isions ofthisAct, rcgisterthc documents and issue a cenificrtc
ofre8istration in such form as the Rcgislrar may determine stating that the Limited
Liability PartreBhip is, on and from (he datc specified in the certjlicare, .cgistered
under this Act.
 PART I] THE OAZETTE OF PAKISUN, EXTRA, MAY3,2OI7 t65

Registmr lnay refuse to regisler

5. (I)N othing in th is Schedule sha ll be construed as to n4uire tJre Reg6trar

tore8islcrany Limited Liability Patucrship rfhe is not satisfred with thc particulars
or other in formal ion fum ished under the provistons ol this Acl.

(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

6. On and from lhc date of registration spccified in thc certlficate of

registration issued under paragraph 4,-

(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

(c) thefirm shall be deemed tobedissolved and ifcarlier registcrd under

the Partnership Act 1932 (lX of 1932) removed from the records
maintained under that Act.

Regbtretion in reletion to property

7. Ifany property to which sub-paragraph (b) ofparagraph 6 applies rs

registered with any authority. the Limited Liabiliry Partncrship shall, as soon as
Iracticable after lhe dale ofrcgisfation, tale all necessary sleps as requtred by 6e
rclevant authority to notiry the a'rthority ofthe conversion and of rhe particulars of
the Limitcd Liability Partnership in such mqlium and form as the authoriry may
specifo.

Pendiog proaeaditrg!

E.Allproceedings byor againstthc firm which are pending in any Court

orbefore any authorityon the date of registrat ion may bc continued. completed and
cnforced by oraBainstthe Limired LiabiliW Partncrship.
t66 THE CI.ZETTE OF PAK IS IAN, I-XTRA., MAY l. 201 7 [P,rc t I

Continuanc of convicrion, ruling, order or judgmnt

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.

Eristing contractr etc.

ll. All deeds, conlracts. schemes, bonds. aSreements, applications,

instruments and arrane emcn ts subsisting immed i60ely beforc tie dale of rcgistration
relatingto the firm or n) which the firm is a party, shall conlinue in force on and after
that date as iflhey relate to the Limited Liability Partnership and shall be enforceable
by oragainst the Limit:d Lrability Padnership as if the Limited Liability Parmership
wcre named therein or were a party lhcrcto instead ofthe firm.

Cotrtinu.rce of mploymetrt

12. Every ccntract ofemploymenl h which paragraphs l0 or ll applies

shall continue to be ir force on or alir the date of registration as if the Limitcd
Liability Paffiership u ere lhe empbycr (here under insteed ofrhe firm.

Existing aDpointmen(, authority or power

13. ( I ) Eve4' appointmenl o[the firm in any role or capacily \rhich is in

force immediately before the date ofre8istralion shall take effect and operate from
lhal date as ifthe Lrmired Liabiliry Partnership were appointed.

(2) ADy authority or power conferred on the firm which is in force

immediately bcfore thr date ofregistratron shall take effect and operatc from that
date as ifit wcrc conferred on the t.irnired Liability Partnership.
P^Rr ll IHE GAZEfiE OF PAKISTAN. flXTRA.. MAY l, 2017 167

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.

Partner liabl for liabilities xdd obliga(ions of firm beforo convEion

15. ( I ) N otwithstanding anFhi S in paragraph s 6 to l3 (both inc lus ive),

cvcry partner of a firm that has co verted to a l-irnited Liability Paroership shall
conlinue to be personally liable (jointly and severally with the Limited Liability
Partnership) for the lialilities and obligations ofthe firm which were incurrcd prior
ro lhc conversion or which arose from any contract entered into prior to the
conversiOn.

(2)fany such partner d ischargs a y liability orobligation referred to in

I

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.

Notice of conversioo in correspondence

I6.(l ) The Limited Liabiliry Partnership shallensurE ftat for a period of

lwcl!c months commencirg not Iatcr than fourteen days after the date ofregistration,
e!ery olTicial corlespondence ofthe Limit(Il t-iabilit) Pann.rship bears $e followinS:

(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.

(2) Any l-imited Liability Panncrship which contravenes he provisions of

sub'paragraph ( l) shall bc punishablc uith linc $hich may extend to one mrllon
rupees and with a further fine which may exlend to ten thousand rupes for every
day ,l'rcr rhc firsr da) alier which the defaull conlinues.
 168 THE C,\ZETTE OF PAK lsl AN. UXTRA . MAYl,20l7 [PaRr I

TIIE T] IIRD SCIIEDUI-E

[Se! s?ttion 2l

CONVERSIoN FROM PRIVATE COMPANY TO LIMITEI)

LIABILITY PARTNERSHIP
lDtcrpret3tion

I In this S chedule, unless the conrexl orheruise requires,

(a) company" rueans privalc company as defined in sub-.section (7)of

a
section 2 ofth Companics Ordinancc, 1984 ()CVII of l9E4); and

(b) "conveit". in relation to a privatc company convertrng to a Limited

Liabil it,, Pannersh ip, mfaru a lransfer of lhe property, assts, interests,
righs, p ivileges, liabilities, obligations and 6e undeMking of6e private
company to the Lmrted Liability Parmership in accordance with this
Schedule.

Eligibitity for .otryersior of privote componi6 to Limited Lirbility

Pqnnership
2.( l) A company may conven to a Limited Liability Pa(nemhip by
complying with the requiremenls as to the conversion sct oul io this Schedule.

(2) A comprny may apply to convert to a Limrred Liabilrry Parmership in

accordance $ith lhit:ichedule ifand onl) if.

(a) there is no sccurity inlerest in ils assets subsisting or in force at the

timeofapplicationl and
(b) ofthe Limited Liability Parrnership ro which ir converrs
the parlrrers
comprisc all the sharcholders oflhe company and no one else.

(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

3 A comprny may apply ro convcn to a l.im ircd Liability pannership by

filingwrth thc Registft r,-
(a) a statenrcnt by all r(s shareholders in such fonn and manner to b
accomprnied bv such fees as the Conmission may prescribe,
containing the following partjculars. namcly:-
P^Rr ll THE GAZETTE OF PAKISTAN, EXTRA.. MAY 1.2017 t69

(i) the narhe and rcBistration numberofthe compan\; and

(ii) the date on which the company was incorporated undcr the
Companres Ordinance, 1984 (XLVII of l9t4); and

(b) incorporation document and statement referred to in section 5

Regislration of conversion

4. On recciving the documents referrtd to in paragraph 3, the ReBislrar

shall. su bject to the provisions ofthis Act and Ge rules made there under register the
docurnenls and issue a cenificate ofregistration in such form as the Commission
may prcscribe staring that th Limited Liabilit) Partnership is, on and from lhedale
specrfied in the crtificale. reSislerd undcr thrs Act.

Regiltrrr Ery rcfuse ao regfutcr

5 . ( I) Nothing in th is Schedule shall be conskued as to rcquire the ReSistrar

to registerany Llm fed Liability Partncrship ifhe isnol satisfied with the paniculars
or othcr irfonnation fiimished underlhc prov isions of this Act.

(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

Legistration in rclation to property

7. llany pr(pery- 10 which clause (b) ofparagraph 7 applies is registered

with any authority, thc Limiled Liabilily Partnership shall as soon as practicable
after the date ofregist-ation, take all necessary steps as required by the relevant
authoriry to notirythe a thority ofthe conversion and ofthe particulars ofthe Limited
Liability Pamcrship in such rnedium and form as the authority may determiDe.

Pcnding proceedings

8. Allproceedings b], or against the company which are pending before

any court, Court or otlrer authority on the date of registration may be continued.
completcd and cnrorce,l by or againsl the Limiled Liability Partnership-

Continuan,:e of conviction, ruling, ordr or judgcmcnt

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

(a) the Limited Liabiliry Parhcrship were a pa(y to such a[ agreement

instead o'the company; and

(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.

Existing contracts, etc.

ll. All deedi, contracts, schenres, bonds, agreemerts, applications,

instruments and arrang(iments subsisting imrnediately before the date ofregistration
rclating to the companl, orto rvhich the cornpan), is a parq, shall conrinue in force on
and after that datc as ifrhey relate to the Ljmited Liability Partnership and shall be
cnlorccable by oragain I the Limited Liability Partnership as ifthe Limited I-iability
Partnership were named th.rein or were a party thereto instead ofthe companv.
 P^Rr ll TI {E CAZETTE OF PAKISIAN. EXTRA.. MAY 3.2017 t'71

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.

Eristing appointment! ruthority or po*cr

Il Every appointment ofthc cornpany in any role orcapacity which is
(I)
in force immediatcly before the date of registration shall takc cfTcct and operate
from thal dale as il lhe Limited Liability Partnership were appointed.

(2) Any authority or power conferred on the company which is in force

immediately bfore thc date ofregistration shall take effect and operate ftom that
date as if it*ere conferred on the Limited Liabiliry Parmership.
Applicrtion of pmg.rphs 7 to l4
14. The provisions ofparagraphs ? to 14(both inclusivc)shall notapply to
any approval, permitor license issued under any written law to the companywhich
is in force immediatcly before the datc of rcgistrarion of the Limited Liabiliry
Partnership.

Notice of cotryer.sior in correspondance

15. (l)
The Limited Liability Pannership shallensure thal for a period of
twelve months commencing not laterthan fourleen days after the date ofreSistration,
everyofficial correspondcnce otthe Limited Liability Pannership bears the following,
naJnely:-
(a) statcmcnt that rt q,as, as from thc dare ofregistration, converted fiom
a company to a Limited Liability Parmership: and

(b) the na-rne and registration number oflhe company from which itwas
converted,

(2) Any Limited Liability Partnersh ip which contmvcnes Lh provisions of

sub-paragraph (l) shall be punrshable wirh fine which may xtend to one million
rupcs and with a funhcr fine which may xlend to ten thousand rupes for every
day after the first day afler *hich the defaull contrnues.

NMJDD PERVEZ.
Secrclar!.

PRINTEO BY THE MANAOEI( PRN-rl\G CORJ\)R IIO:{ OF PALISI,{N PRESS. ISI.AMABAD

BYTIIE DIPUIY CONTROLLER SIANONItr.YAND FOR''TS. LNN'ERSITY ROAD, KAT.ACHI
I'I-BLISI IED