nrCrSrrtED Nor-r*O.@

@teGp;dfr d felftutEXTRAORDINAHY

PUBLISHED BY AUTHOBITY

i)

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 hercbypublished 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 connededtherevirh or incklc tal therek)

WIIr,Rtns it ise)ipedient to makeprovisions forthc formation ardrcgulalionof limitcd Iiability partnershrps and Jbr marters connccled therewilh or incideDtal

II is hereh\ enacled as follows:

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

(lr3)

Pricc. Rs- 30.54

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

PART I

PRELIMINARY

L Short title, extctrt and comm€nc€metrL--{ I ) This Acl moy becrlledrhe Limited Liat ililv ParhershipAcr, 20 1 ?.

(2) tt ext€nds to the \r'hole ofPakistan

(3) It shallc )me into forc€ al once:

Provided lhat liflerent dates ma) be appoimed for dillerent provisions ofthisAct and any rcforcnce in any such provision to the commencement ollhis Acrshall 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 addressprovided by him;and

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

(b) "advocaie" means an Advocale wilhin the mcaning of the LegalPractitionersand BarCouncilsAct, I97l (XXXVof 1973)i

(c) "Appclllte Bench" mcans Appellate Bench o[ the Commissionconstituled under su[scctron (2) ofsection 33 ofthe Securities andExchante 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 rcgister€d or incorpomled oulsidePaJiistan; 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 delinedin the Ordinance. which the !edcml Govemment may, bynotification in the omcialGazcltc. spcciry in this b€halt

(e) busincss'' includ€s every trade, profession and occupatiofl-

(l) "chartcred accouotanf means a chartered accountant as defined inclause (b) ofsub-section ( l) ol scction 2 ollhc CharteredAccountants

Ordinancc. l96l (x of I96l) and who has obtained a ce(ificate ofpracrrce under sub section ( l) ofsection 6 lherelo;

(g) ''Comm ission ' mean s Sccuril ics and ExchanBe Commission of Pakistan

establishcd undcrsection 3 ofthe S€curities and [xchange CommissionofPakistan Act, 1997 (XLII of 1997);

(h) "cost and maltaSemenl accountant" means a cost and managementaccountant within thc mcaning of thc Cosl and ManagementAccountants Act, 1966 (XlV of 1966);

(i) "Coufl mcans the Company Bench ofa High Cou( as provided insection 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 ofJulyofany year and cnding on the thirtieth day ofJune of the suoceedingyear;

(l) "firm shall have the sanrc meaning as assigned to it under thcPaanership 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 lhclimi|ed liability partncrship appointed under a powercontaincd io

anv instrumeDt; and

(ui) any liquidator ofthe limiled liabilitf partnership appointcd in avoI 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 patuershipin accord ance with the I im ited I iabil ity partn€rship agreement:

(s) "prescribed" means prescribed through regulations madc by theCommission 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 ofregisteringlimired liabiliry pann€Iship.

(2) Tle words and exprcssions uscd bul not d€fined in thisAct shallhavethe 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. S€pafrtc tegsl personelity.-< l) A linited liabiliry pann€rship shallbie a body corpomte by legistration under thrsAct aod shallbe a legal entity separatcfmm its partners.

(2) A lim ited liability partnersh ip sh a ll have p€rperual succession

(3) Any change in the pararers ofa limited liability p.artnership shall notaffect 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 liabiliOpanncrship \hall. b, its name. be capable to.

(a) sue and be sued;

(b) acquire, own- hold and develop or dispose of property of everydescription. 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 limitedliability 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 p€rsons who purporled to act in the name or on behslfofthe limitedliability 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 b€nefit

thereof.

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

wriring und€r common scal ofthe Lmited liability partnership and any contracl so

made shall be eflectual in law and shall bind the lmited llability partnership and ilssuccessors and all parties th€reto.

(4) A documentorproceedingrequiring authentication by a limited liabilitypafirershrp 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 atentorattomeyon behalfofthe limiled liability pa(n€6hip 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 sp€cified under sutxectnnr (5)shallas berw-een the linritcd Iiabilitv panncrship and any pcrson dealing wilh himcontinue durinBthepericd. ifanli mcntioncd in drc inslrurnentconfening the authorityor ifno pcriod istherein rDcnrioned then untilnolicc ofthc revocatio or determinalionofhis 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 beissued 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 ofthelimited lirbiliry parmeEhip $hercon its name docs not so appear;

(b) issues or authorizes the issue of any business letter, stitement ofaccounts. invoice or olficia I notice wherEin its name is not so mention€d:

(c) signs, issues or authorizes to bc signed or issucd on behalf of thelim ited 1u bility parhership aa1, bill ofexchange, pron issory note. cheque

or other r cgotiable instrument or any endoBemenl, ordet r€ccrpl orletter ofcredit wherein rts name is not so mentioned-

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

PART III

RE(;ISTRATION

5. Incorporation document.il) For a limited liabiliry parmership robe regisrered,

(a) hvoor m(,rc pcrso s associaled for carrying on a lawful busines$ witha !ies to profir shall ha\ e suhscrrhed rherr flames ro an incotporaliondocurncrrL 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 otherrnodc 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 theregisleredotlicc otthc limitcd liability parftership. notice musl be delivered tothc 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 withsuch 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 theCommission through reSulations. madc by €ith€r an advocate or amember of the lnstitute ofChartered Accountants or the Institute ofCost and ManaScn rent Accou ntanls, who is engaged in formation ofthe limrted Iiability partrership or by anyone who has sukcribcd his

namc to the incorpomtion document, tha! all the rc4uirements oflhisAct and the rulcs and regulations madethere under have been compliedwith. in rcspect of registration and mattcrs precedcnl and incidentalthereto,

(2) I fie incorporalion dmumenl shall,

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

- r€Eulations:

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

(c) statc general nature ofits main busrness and ary other incidenlal orancillary objec( thereto, which it proposes ro carry oD as a li'niledliabiliD partneEhip;

(d) state the province or thc pa( ofthe Pakislan not forming pan ofaprovince, as the case may bc in which thc registered office is to be

situatcd:

(e) st to the namc and. residential address ofedch ofthe 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 sl€cirywhich ofthosc pcrsons are to be desi8nated partners orsute thrlt every person wllo from time to time rs a pa(ner of thelimitcd 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 liabiiitypartnerihip as may be prescribed by the Cornmission throughrcgulali,)ns-

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

sub-s€ction (l) and srLb-s€ction (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 termwhich may extend lc two years and wifi fine which may extend to one millionruPees.

6. Provfuion relrted to nrme.-{ I ) Every limited liability parhershipshall have the acronvm "l,LP" as the last letters ofits name.

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

opi nion ofrhe Registr ar, is,-

(a) undesirrble, inappropriate or dcceptive or is designed to exploit oroflend r e liBious susceptibil ities of the people; and

(b) idenlic?lto thatotary linrited liability partneNhip or body corporate orcompary or so nearl) resembling that name as to be calculat€d tode.eiv(

(3) Except \r'ith prior approval ofthe Commission ir writing. no limitedliabilit] pann€Iship 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 ofStatel

(b) any connection with the Federal Govemmenl or a ProvincialGovemment 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 FederalorProvincial law: or

(d) the patronage of. or any conrection wrrh, any foreign Sovemment oranv intematrona I organlzatlon.

(4) Whenever a question arises as to whetheror not the name ofalimitedliability partnership Ls in vrolation ofthe forego ing provisions ofthis section, decisionofthe Cornmission thereon shall be final.

(5) Every Iimjted liability pa(ne$hip shall paint or afrx and keep paintedoraffixed, 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 Urducharacters. and also, ifthe registered office is situated in a place bcyond local limitsofordinary original civiliurisdiction ofa HighCou( in the chamcrersofone ofthevemacular 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 itshallbeliableroafinewhichmay 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 parhershipwho howinglyand willfully authorizes or permits the defaultshall be hable to thelikepenalty.

(7) Without prejudice to the generality ofthe foregoing, the Commissionma), throughre8ulations prescribeforprovisionsrelatingto,-

(a)

(b)

G)

(d)

(e)

reservation ofname of limited liabilio partnership:

rect'fi caoon of name of limrcd liability pannershipl

change ofname of limited liability partnerchip;

pubLcation of name and statementwith respectto limited liability; and

fee lo be prcscribed lor any ancillary matter.

7. Registration of incorporation document.-(l) When therequiremcnts imposed by clauses (b) and (c) ofsub'section (l) ofsection 5 havcbeencornplied 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 thc incorloulion documcnl.

(2) The Rcg strar may acccpt tlrc statementdelivered under clause (d) olsub-seclion (1) ofsecr on 5 as sufficient evidence thatthe r,.quirement imposed byilause (a) ofdrat sub-:ection has been cornplicd with.

(3) The certificate issued under clause (b) ofsub section (l) shall be

sign€d by the Rcgistra-and authenticatcd by his official seal

(4) The cedificate shall be conclusive evidence tharthe lUnfed liabilrrypartnership is regislercd by the name specrfied in the incorporation document.

(5) Noflvithrtanding any provision of this Act or any other law for thetimebeing in force, the RegisEar shall refuse to register the incorporation documentwhere 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 IimitedIiability I,artnership to be registercd.

PART IV

PARTNI,RS, PARTNERSHIP AND THEIR RELATIONS

8. Partner!.-{l) Any indlvidual or body corporate or company maybe€ome a partncr in a Iimited Iiability patuership:

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

(a) he has boen found, to be ofunsound mind by a court ofcompetentjurisdicti)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 ispending.

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 whosubscribed rheir narnes to the incorporation docum€nl shall b€ its partneas and any

other person may become e partoer oflhe'limited liabiliLv partnership by and inaccordance wirh the limi(ed liability panncrship agreement.

9. MiDimum rumber of partn€rs.-( I ) Every limited liabilitypartnership shall have at least two parhcrs-

(2) Ifatany timclhe numberofparhers ofa hmited liability partnership isreduc€d 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 dnringthe 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 businesswith him alone, he shallbe Iiable personally for the obligalions ofthe limited liabilitypa(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)agreement.

Every partner of a lim ited liability partnersh ip is its agent subject !o its

10. Designsted partn€rs.-{l) Every limited liability parhcrship shallhave 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 whichallthe 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 bodiescorporate shall act as designaEd panners and one ofthe nomin€es orpartne6. 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 inPakistan means a person who has stayed rn Pakistan for a period ofnot lcss lhan si\ monlhs during the immedtatel) preceding one year

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

(a) specifies who are to bc dcsignated panncrs such pers.rns shall bedesignatcd partneE on incorporationr and

(b) states tha!each ofthe pa(ncrs from time to nmeofthe limited liabilitypartnersh ip is to be a designated partner, evcry such partner shall be adesignattd par$er.

(3) Subjeclt.) the provisions ofsub-section (l), any partur€r may bccomea designaled panner by ard in accordance with aIlagre€mentwith the othcr partners

and apann€r mayceas,rto bea deslgnated partner in accordance u,ith an aSrccmentwirh other pa(ners.

(4) Subject t,)the provis ions of th is section, a limited liability parlnershipshall appoinl a designrfcd partner within thirty days of a vacancy arisirg ibr anyfeason:

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 Iiabilirypartnership unless he hrs giv€n his prior consentto act as such to the limitcd liabilitypartnership in such form and manner as may be presc.ibed by the Co'nmissionthrough regulalions.

(6) Evcry lirrited Iiability partnership shall ensurE that the parriculars ofeveryindlvidualwhorgrccstoacta-sadesignatedparmerofthelimiledliahilitypartnenhip and his corrscnt to act as such arc within $irty days ofthe appointm€nlofthe designated parlr er filed with Ge Rcgistrar in such form and maflncr as maybe prescribed by the Commission throu8h rcgulations.

(7) An indn idual eligrble to bc desrSnated partner shall satisfy suchconditions and requiniments as may bc prescribed by tie Commission throughregulations.

(8) A person ceasesto beadesignated parmer ifhe,ortle body corporatcor company lor which hc is a nominee- ceases to be a parlner in the limited liabilioparrnership.

P^RT Il THEGAZE'II'LOF PAKlSlhN, UXTRA., MAY3,2017 145

(9) Unless cxprcssly provided otherwise in thisAcr, a designated parhershall be responsible for the doing ofall acE, matters and things as are requir€d to bedone by the limited liabilitv partDership in respecl to compliancc ofthe provisions ofthrs act includinE filinganydocumenl, retum, slatcmenl andthe like.€port pursuanrofthe provisionsofthis act and as may b€ specifi€d in the lim ited liabrlity partnelshipageement.

11. Joint liability.-lf rhe limited liabiliry parmership conrmvenes theprovisions ofsect ions t, 9 and I 0. the lim ited liability pannersh ip and ever),designar€dpartner commits an oflence and shall be puntshable with fine which may extend toonemillion rupees.

l2 Rel.(ionship of prrtneN.--{l) Save as otherwis€ provided by thisAcl, the mutualrighLsand duries ofthe parfiers ofa Iimited liab ilir,., pannership, ardrie 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 madelherein shall b€ filed with t-he Registrar in the form and manner, accompa-nied bysuch fee, as may be prescribed by thc Commission through reSuletions.

(3) An agrEement in *riting made beforE the incorporEtion oIa limitedliabiliq partncrship bclwccn thc pcrsons who subscribe lheir names lo theincorporation documenl rnay im posc obligations on $e limited liability parbership,provided such agre€ment is ratified by all the partnerr after the incorporation ofthelimited lia bility partxership.

Elplanatio . Any reference to a rcsolution of partners for a particularrnatter 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 matt€r

(4) In absence ofagrcementas to any matler, the mutual riShtsaod dutiesoflhe partncrs and thc mutualrights and duties ofthe limited liability partnership andthe partners shall be determined by lie provisions relating to that ma(er as are setout in the First Schedule.

11. Cessafion of pertncNhip itrtcrcst.--{l)A person may cease to bea partner o[a Iimited liability partncrship in accordance with an agrcement with theolier pa(ners or, in sbsence ofth€ agreementwift the other partners as tocessationof being a partner, by giv ing a noticc o fnol lcss (hall th irty days lo the other partners

ofhis intention to c€ase 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:-panncrshipby his death or by dissolution ofthe limired Iiabrlitv partneFhip.

(3) Where a person has ceased to be a partne. ofa limited liabililypartnership, 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 partnerofthe lim ited liability pannership;or

(b) notice, thatthe former partner has ceased to be a parfter oflhe limilcdlrability parhership, has br:en delivered tothe Registrar.

(4) Th€ cessrtion ofa partncr from the limited liabilitl' parbersh ip doesnotby 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 apartncr,

(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 formcrpartner or a p€rson entitled to his share in conscqucnce ofthe death or insolvency ofthe {ormer partnet shal be entitled to receive from the limited liability partnership anamount-

(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-vparrnerslrip after the deduction of losses of the limited liabilityparherst ip determ incd as at lhe date the former partner c€ased to bea partner.

(6) A former partner or a pcrson cntilled to his share in consequence ofdeath or insolvency ofthe fo.mer parfter shallnolhave any right to interfer€ in thcmanaSement ofthe lim ited lia bil ity partnersh ip.

(7) Any forrrer panner or the former partner's personal representariveor liquidatorwho fails to comply with sub-section (6) commils anollence.

14. R€gistrfitiotr of changcs in pertners.-{l) A limited liabililypartnership 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 hebecomes 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. noticeis filed with the Registrzrwithin fifteen days ofsuch change in respectol dcsignated pa(neri

Provided that where allthe partners ofa limited liabilitypartnershipare, fromtime to time, dcsignaled partners notice under clause (a) willnot 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 beprescribed 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 ionthrough .egulations; and

(c) if it relates to admission ofa partner, shall contain a stalement by theincoming pa(ner that he consents to becoming a partnet signed byhim and autheniicat."d in a manner as may be prescribed by theCommission tlrough .egu lations.

(j) If the limited Iiability pa(nership contravenes the provisions ofsub-section (1), the limited liability partnenhip .tnd every designated partner oftheIimited lmbility partnership sha)l be punishable with fine which may extend to onemillionrupees.

(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 thenotice with thc Rcgistrar and in caie ofany such stltement filed by a partner, theRcgistrar 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 limitedl,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 liabilitypamership 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 liabilirypartnership 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 clntractor otherwise, is solely obligation ofthe limitcd liabilitv partneBhip.

(4) The liab lities ofa limired liability partnership shall be rnet out oftheprupcny ofthe limited liability partn€Rhip.

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) ofsectiolr 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) oflhis section shall not affecr the petsonal liability ofa partner for his own w.ongfulact or ornrssion, but a rann€r shall not be personally liable for the wrongful act oromission of any other I Ertner of the limitcd liabiliry pa(n€rship.

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 todefraud creditors ofth3 limited liability partnership or any oth€r person or for any

fraudulent purpose, th( liability ofthe limited liabi litv partnersh ip and partners whoacted 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 limitedliabilily partnership is iable to the sarn e extcnl as the partner unless it is esta blishedby 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 thecarrying on of the business in rhe manner aforesaid shall be punishablc withimprisonmenl for a lern which ,nav exrcnd lo rwo yeals and uith fine which mayextend to r\\'o million Frpecs.

PART I] ,I H E CAZE.I].L OF PAKISTAN, EXTRA., MAY J, 20 I7 I49

PART VI

CONTRIBUTIONS

18. Form o[ contribution,-< I ) The tbrm and value ofconrribulion tothe parlncrship ofa panncr, ifany. uill be dccjded murually by the pa(ners and mayconsist 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 beaccounted for and disclosed in the accounts ofthe limited liability partnership whichcan bc valued reliably and can he legally cnforced, subjectto the conditions as maybe prescribed hy thcCommission lhrough regulations.

l9 Liebility for contribution.-{l) Tbe obligation of a partner tocontribu(e money orotherproperty or other benefit, whether tangibleoa intangible,or to p€rform services for a limited liability partnership shatl be as per the limitedIiability partncnhip agreement.

(2) A crcditor ofa limited liability paflnership, which cxlends crcdit orother$,ise acts in reliance on a-n obligalion describ€d in lhat agre€ment, withoulnotice of any compromise between partners, may enforce the original obligationagainst 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 prop€r book ofaccountsas may be prcscribcd by the Commission through regulalions rclaling lo its aftbirsfor cach ycar ofrls existence on accrualbasis and according to double entry systemofaccounling and shall maintain the same at its registered office for such p€riod as

mav be prescribed through such reE0lations.

(2) l-lvcry Iinl'tcd liability parlnership shall- wilhin a period offour monthsfrom thc cnd ol-cach financial ycat prEpare a sratement of accounts lbr lhc saidfinancialycar as at lhc lasl dar_ ofthe said financia I ye-ar and the designalcd panncrsofrhe lim(ed habrlity parE|elship shallput their sipalure on such statement evidencingtheir aaceptance thereof.

150

(3) '[heCo lmrssion oray. t] rroLrgh rotific.rtion in lhe omcialCarcfte, speciry

suchclassorclassescf limitcd liabilit) partncrships who shall file thestatemenrofaccounts 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, ex€mpt any class orclasses oflimited liability partnerships from the r€quiremcnts olthis sub-section.

(5) A p€rsol shall no1 be qualified to b€ fie auditor ofa limilcd liabilitypartnership 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 mayextend to two million rupccs and the deslgnated partneB ofsuch limited liabilit-vpartnership shall be pLnishable wilh fine which may extend to one million rupees.

21. Inspectior of documen(s k€pt by R€gistrrr.-The incorporationdocument, names of partners aid changes, if any, made therein and any otherdocuments 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 Commissiont-hrough rcgulalions.

22. Penrlty for false stst€mcnL-lf in any rclum, statement or odrerdocument required by or for the purposc5 of any of the provisions ofthis Acq anyperson 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 withimprisonmenl for a ter rn whi-h ma) c\lend lo rwo ye.rs or \rilh a finc uhich ma)exlend to two million rupe€sor with both.

23. Filing eEd registration ofdocumetrts--<l) Wlere in opinion oftheRegistrar, any document roquired or aulhorized by or under this Act to be filed orregister€d with the Reliistrar.-

'IHE GlZLll E OF'PA}(ISTAN, EXTRA.. MAYi,20l7 [P^Rr I

P^Rr Il THE GAZETTE OF PAKIS tAN, 'XTRA..

MAY 3,201? t5l

(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 prescrib€d form. ifany,

the Re8istrar may refuSe to accepl lhe d.'cumcnl tor filing or registration and directthe linrited liabilir,,_ parmership to file a revised document in fte form and wilhin theperiod to b€ sp€ci6ed through orderi

Provided that the limited liabilily pa(nership may appmpriately amend orcornplete and resubmitthe document again or submir a fresh document in its place.

(2) Ifthe document is filed or re8istered and its contents are detect€d 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 canc€ls the registrstion ofdocument undersub- scction (2). the same shall not b€ deemed to be delivercd in accordance with theprovisions ofthisAct-

(4) The registration or fil in8 otdocu ment with the Registra, does not affector creatc a presurnphon as to the validily or invalidity of fte document or thccorrectness or otherwise ofthe informalion conlained in it.

PART VIII

ASSIGNMENT AND TRANSI'ER OF PARTNf,RSHIP RIGHTS

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

share o[ rhe profits and losses of the limited liabiliry partnership and to r€c€ivedislributions in accordance with the lirnited liability partnership agreement arctransferable eitherwholly or in parl and such change shall be communicatod to theRegistrar within scven days

(2) The transfer ofany right by any partner pursuanl 10 suh.s€ction (l)do€s not by iLselfcausethe disassociation oflhe partn€r or a dissolution and windinSup 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;tlctbe transferee orassrgn jc to participate rn the managerrentor conduct ol the aclivitiesoffie 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.-Theprovisions ofthe Sec<,rrd Schedule shall apply lo (he conversion from firm to alimrted tiabil ity panncrs h ip.

26. Cotrversion from privatc limilcd compatry to limiled tiebilityparttrership. l he pr )vrsions ofthe l hird Schcdule shall apply to the conversionfrom private lrmit€d co npanyto a limiled Ijabilily parhership.

PARI' X

FOREIG { LIMIIED LIABILITY PARINERSIIIP

27. Foreign limitcd Iiability parltrership.--{ l) Foreign limited liabilitypartnership shall nol car.y on business in Palisran unless rt is regrstered Ls a foreiAnlirnited liability partncrship as may be prescribed.

(2) The I'ederal Govemment shall make rules in rclati(x locslablishmentofplace ofbusiness by ti)re ign I im iled liabilily partnersh ip with in Pakistan and carryingon 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 limitedIiability partnership. \,vith such exception, modification and adaptation as may bespecified in the nolification.

(3) In allothr:rrespects, the prorisions ol thisAct shallapply to a fbreignlimited liabi,ity partners 1ip.

PART XI

COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OFLIMITED LIABILITY PARIN I]RSHIPS

28- Comprornise, arrangemcnt or reconstructioD of limited liabilitype rtnerships.--{ l ) 'l he Fcderal Govemmenl shall make rules in relarion tocompK,mise- arrangerr( nt orreconstruclion of limited liabili0 paflJrcrship or through

PAR| Il .l llE GAZE TfE O1i PAKISTAN, EXTRA.. MAY 1,2017 l5i

no(ificalion in the omcial Cazetle directthat any provjsions ofthe Ordinance specifiedin such notification shall apply to any scherne ol compromisc, anangemenl orrecon$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 rocompromise. 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 maybe either voluntary or by the Cor(.

30. Circumstances in which limited liabilily partnership may bewound up by Couft-A limited liability partnership Dray be wound up by the Court,-

(a) ifth€ limitcd liabililyparmership decides that ltmited liabilit,,parmershipbe *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 partnership has acted againstthe inrerests ofrhesovereignty, 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 financialyears-

(i) ifthe limrted liabiliry partnc.ship has been conceived or broughl fo(hor is or has been carrying on unlawful or lraudulent activities; or

(g) ifthe Cou( is ofthe opinionthatit isjustand equ itable that the IimitedIiabilil,r partnership be rvound up.

31. Procedurc forwinditrg up. { l ) The F€d€ral Govemment shall makc

rules in relation to\\,indingup anddissolution of limitcd Iiability partnerships orthroughnotificalioD 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 oflimited 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 theprocedure 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 applyto a limited liabiliry par1rership.

33. Busines! transactions of partner with limitcd liabilitypartr€rship.-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 apartfler

34. Application of co pany law. The Federal Govemment may, bynotification in (he officillGazcttc, directthat any ofthe provisions ofthe Ordrnancespccified 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 El€rtmnic 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 throughregulation s.

(2) A copy ofor an extract frorn any documentelectronically filed \vith orsubmitted to the Rcgistrar which is supplied or issu€d bl, the Registrar and celIifiedin such manner as may re prescribed by the Commission through rcgulations to bea true copy ol'or extmct iom such docu menr shall- in any proceedings. be admissiblein evidence asolequal,,elidity wrth th€ original document

(l) Any info,mation suppl,ed by the Registrar that is certified by fheRegistrdr 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 Rcgrstrarshall, in an) proce€dings, beadmissible in evidenc€ and be pr€sumed, unl€ss evidcnccto le contrary is adduc€d, to bc a true cxtract tiom such docuEent.

36. Paymetrt o[default fec.-Subjec(to the provisions ofthisAcl, ifanydocumcnt 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 thattirnc, ther, without prejudice to any other acrion or liability under this Act, suchdocumcnt or rerum may be filed or registered with the Registrar on paymcnt ofadefaultfee 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 limil€d liability perrrcrshipolT register.-Wherc the Registrar h&s reasonable caus€ to believe that a limiredIiabrlity partnership is not carrying on busincss or its op€ration in accordance wtththe provisions ofthis Acg or has failcd to comply with any provision ofthis Act thenamc of rhe limitcd liabiliry pa(ncrship may be struck off rhe register of limircdliability part erships in such manner and followinS such procedurc as may bcprescribed by the Commission through re!(ulalionsi

Provded that the Comm ission through reSulations may pruvide forpaovisionsrelated to voluntary strike oft from thc rcgislcr and dormant limiled liabtlityPanncrsh 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 orlitle ofwhich the wond "limrted liab'lity panncrship"or "LLP" or any contraction orimitation thereof is or are the last word or words. that person or each of thosepersons shall, unlessduly incorporaled as Iimilcd liability partnerchip b€ punishablewrth finc which may extend to two million rupces.

J9. General penelties.-Any person guilty ofan offence under lhis Actlbr which no punishment is expressly provided shall be liable to a fine which mayextend lo one million rupees dnd \ ith a furthcr fincwhich mayexlendtoten lhousandrupees for every day during which thc dcfault continues, after the first day.

40, Offences by liDrited lirbility pertnerships"-Where an oflenceundcrlhisAcl committed by a limited liabilit) partneBhip is pro!'ed.

(a) to have been comrnitted with thc consent or connivance ofa paflneror partners or dcsignatcd panncror designated panners otthe Limiledl,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 limitedliabiliry 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 orderor 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 oftheSecurit;es and F-\chan!.e Commission of PakistanAct, 1997 (xl-ll of1997)- shallbeapplicablc in respect o'such appeal:

Provided that r,uch appeal shall be filed within sixty da),s ofthe date oflhedecision and shall be ac:ompanied by such Ge as may bc notified by theCommission.

42. AppointmcDt of Registrar of limited liebility partn€rships, etc.-(1) 'Ihe Commission n'ay,

(a) designato an officer ol.the Commission ro be the l(egistrar oFlimitedliabilit_v I amrerships: and

(b) from arn(,ngsrthe oflicers ofthe Commission, appoint such numberofAdd ition rl R€gistrars, Jonrt Registrars, Depury Registrars and Assistant

Registars of limited liabilif' partneEhips as the Commission considennecessarn for the proper administratiol ofthisAct

(2) The Regjstrar shall be responsible generally for ths carrying out oftheprovisions ofthis Act t nd for the collection ofthe fees thereunder and shall pay allarnount*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 shallgire eflect to such dift ctions.

(4) I-he Con mission rnay subjcct 10 such conditions or ft:skictions as itdeerns fi t. tor thc purp, rses of the adm in istration of rh is Act deleqate to any personall or any of the powers functionsand dulies vested in the Registrar or may empowerthe Registrarto sub-delrgatehis powcrslo that personexcept the pow er ofdelegatronconferred b], this sub-section.

PART ll THE GAZIII-IE OIr PAKISTAN, EXTRA.. MAY 3, 2017 151

43. Power ofR€gis(rar to obtsitr informatiotr.--( I ) In order to obtainsuch infomr tioi as a Registrarmay consider nccessary fo. the purposes ofcarrytngout the provisrons oIlhis Act, the Registrar ma), require any per$n incltdi0g anypresent or former parlner or desrgnated partner or employee of a limited liabiliryparl nersh ip to anse/er any question or make any declamtion orsupply anvderails orpaniculars in writingto him within a reasonable pcriod-

(2) In case any p€rson re,'erred to in suFsection (l) do.s nor ansucrsuch question or make such declaralion or supply such details or padculars ask.dfor by the Registrar wrthin a reasonable rime or time grven by the Registrar or whenthe Registrar is not salisficd *ith dle repl] or declaration or details or paniculaBprovided by such pelson, the Registrar shall have power Io summon that person toappcarbefore h;m to answersuch qucstion or make such declaration orsupply suchdetarls as the case nray be.

(3) Any peEon who fails lo comply \r,/ith any summons or rcquisition ofthc Regisrar under this section shall bc punishable lr,ith a fine which may exrend rotwo m illion ru pc-es.

44. Itrsp€ction of books ofrccount by Registrdr, etc,--{ l) Ite booksofeccounta.nd book and papersofevcry lilnited liability parhership shall be opento inspection by the Regisr r ar or by any omcer autho.iz€d bv the Comm ission in th isbchall ifthe ReSistrar or the Commission considers it Decessar),so to do

(2) It shall be the duty ofevery partncr, officer or other employe€ ofrheLimited liabrlity pannership to produce Io the person flraking insp€ction undersub-sectibn ( I ) all such books o I account and books afld papers ofrhe lim ited liabilityparlncrshrp in his custody or undcr his control, and to fumish him wilh any suchslatcmen! information or explanation relating to the affairs oflhe limited liabilitypanncrship, as the said p€rson may require of him within such b-me and et suchplace as he may speciry.

(3) Il shall also bc the duty ofevery partner, oEicer or other employee ofthe limited liabilit' pannership to give to the person mating inspection under thissection all assistance in connection wifi the inspection which the limiled liabilitypanneAhip mc) hc rearcnably expcclql lo give.

(4) Thc person making the inspection underlhis section may, during thecourse ofinspection,-

(i) nrake or cause to be made copies ofbooks ofaccoun! and other booksand 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 ofthc limired liahility paflncrship has bcen madc under this se,ction by dle Registrar oran 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 insp€ctian hderthis section shall

havc all the powers thrl the Registrar have und€r thisAct in relation to the mokingofinquirics-

(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 ReBistrarwhilecxcrcisirg any of the powers undcr this soction

45. Putris[m€nt lor dcfault in coEpliatrca rdth provisions ofsectiotr ,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 t€tmwh,ch may cxtcDd to onc ycar and with fiile which shall not bc lcss than one millionruPees.

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-s€crion (5) of seclion 44, to inlesrigate th€ affairs of anylimited liabilitypannershipand to rEpon rhereon in such manner as the Cornmissionmay direct.

(2) A pe$on appo inted as iospector under this seclioD, for the purposes ofhis investigation, havc the same powcrs as arc vested in a cou( under the Code ofCivil Procedure, 1908 (Act V oI l90t), while lryurg a suit, in resp€ctoflhe followingmatte6, namely:

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

O) compell iD g thc discovcry and production of books and papers and anynEterial 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 proceedingwithin the meaning ofscclions 193 and 228 olthe Pakistan Penal Code. I860 (ActXLV of 1860).

(3) Any contravention ofor non-compliance with any orders, directionsor rcquir€ment of the insp€clor exercising Frowe6 ofa court und€r sub-section (2)shall, in all rcspects, entail the same liabilities, cons€quences and penalties as areprovrded for such contravention, non-compliance or default underfie CodeofCiv;lProcedure, l90t (Act V of 1908) and thc Pakistan Pe[alCode, lt60 (Act XLV of1860).

47- Penrlty to be imposed by (he Comni$ioD.- wherEver a penalwis provided for any o ffence. contravenlion ofor defau lt in comp l!,ing wi6, any ofrieprovisions oflhisAct, rules or.egulations madc undcrthis AcL such p€nalty shallbeimposed by Ihe Commission after providing a reasonable opportunity ofhearing tothe party.

48. App€sl to th€ Court.-< I )Any p€rson {ggrieved by the final decisionofthe 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 theintercsts of justicE r€quire.

Explohatioh--Fot lhe purposes of sub-section ( l), "final dccision of theCommissron" means a decision ofthe Appellate llench ofthe Conrmission undersection 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 timethereafter on the application of the aggrieved person and after due notice to theCommission, decide by means of a reasoned order whethcr the appeal ls to beadmitted 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 stayand nor shall anv stay be glzntcd thercin unlcss thc Commission has been given anopportun ity of be ing heard.

(4) Notwithstanding an),thing contained in any other law, the hearing ofappeal shall continue day-to-day, unless sufllcient cause has becn shown by thepartiesjointly or s€verally 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 app€alon merits and it shall bedeemed 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 underlhis Acl. shall be payab e to the Comm ission and may b€ recoverEd by the CommBsionas a decre€ for lhe pa) ment ofmolrey. Lr cas€ the person aggrieved by such orderhas,-

(a) prefenerl an apFal under seclion 48 and the Coun upheld the finalorder ol'lie Com'n'ssion and it will automaticall)' be convened intoexecutian procccding and no fresh notices need to be issued toappellanq or

(b) not preli:ned an appeal to rhe Appellate Bench of the Cornmissionu[der s€(Iion 3 3 offie Sccu ities and ExchanSe Comm ission ofPa]istanAcL lgq7 (Act Xt-ll of 1997) and thc Court on applicarion of$eCommisrion has confirmcd and allowed conversion or initiation ofexecuti(,n proceedrngs al'ler nolices to the parties as deemedapprop.iate by rhe court.

(2)'thcCor.rshallcxerciscall thepowersofexecutingcourtasprovidedin th€ Code of Civil Procedu.e, 1908 (Acl Vof l90t), fortie purposes ofrecoveryof pena tries:

Provided that rheCourt may, for reasons tobe recorded, dispens€ with anyproccdure in the Code of Civil Procedure, l90t (Act V of 1908) and follow suchprocedure 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 ofany movablc prope(y, including bank accounls, oflhe p€rsonorcompany on whoma penalty has bee[ imlx)sed under thisAct by the Commission and any lransactionor all€mpt 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, houshgsocieties or schemes, by whatcvcr namc called, banks and any olher conc€medentity shall on the orders oflhc Coun b€ bound to assistthe Commission in providingdetails 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 offerc€s.- Notwithslanding anylhing conlaincd inthe 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 cxcepton 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 tothat 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, bynotification in the offrcialCazett€, make rules,

(a) lor all or any of thc matleN which by this Act are to be or may bemadc prescribed by the F'ederal Govemment;

(b) for estahlishmcnt and regulatirg the acti!ities ofany limited Iiabilitypaftnership 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 thereofshall be published by the lrederal Govemment in the ollicial Gazelte for elicilingpublic opinion therconwithin apenod ofnot less than lourteen days from the dateofpublicatrorl.

(3) Any rules made under sub-section (l) mayprovide thata contravcnt;onthereolshallbe punishable with a fine which may extend to two million rupees and,Nherethe contraventron rs a co[tiruingone, with a furtherfinewhich may extend toten thousand rupees for every day after the first during which such contraventioncontinues,

52 Power to issue directiv€s! circulars, guidelines, etc.-{l) T}eComnrission may issuc such dircctivcs, prudential requirements. codes, circulars,gurdelines or notifications as may be necessary to carry out the purposes ofihrs Actand 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 rvhichmay 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 thefi rst during which such cont?vention continues.

53. P.rwer to m"k€ regulations.--{ I) Subject to sub-section (2), thcCommission may make such regulations, which shall not be inconsistent with tlcrules made under this Act and which, may be rcquted to carry out the purposes ofthis Act.

162

(2) Before mrking an! regulations, the draft rhereofshallb€ published bythc 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 twomillion nip€es and, wh,)re the contravention is a continuing one, lvith a furth€r finewhich may extend to tenthousand rupees fbr every day after the first during whichsuch contravention con rnues.

54. Power ol the Commission to alter Scbedules.-The Commissionmay by notificarion in he official Cazette. alter or add any €ntr) in the Schedulesand such alterations or addrtions shall have rhe efrect as if macted in rhis Act andshallcome into force on thedaleofthe notification, unless the notification othcnvisedirects.

55, Power to remoye dimcrlty.-lfany dilficullv arises in giving effecttothe provisions ofthis Ac! the Federal Govemment may, by order pu blished in rheomcial GazEfte, make such provisions, as may appear to il to be necessary forremovinS lie diffi culty.

THEGA;aETTEOF PAKISTAN, EXTRA., MAY3-1017 [PARr I

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 andduties ofthe Limited L ia bility Parmership and its partneN shall be determined, subjectto $c ierms ofany Limited Liability PartneEhipAgrEemmtor inthe absence ofanysuch agreement, by the provisions in this Schedule.

2. All the pa tners of a I - im ited l, iabi lity Partnership are entitled ro sharcequally 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?€ctofpaymenls madeand te.sonal liabilities incurred by hirn,-

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

(b) in or abort anvthing necessarily done for the preservation ofthebusiness cr property ofthe Limrred Liabiliry parrnership.

Paff Il THE GAZFI'|IE OF PAKISTAN. EXTRA., MAY 3.2017 163

4.

Partnershrp

tsvery partncr may tale part in the managementofthe Lirn ited Liability

5. No pamrer shall beenrhled ro remuneration for acting in the businessor ma naSenr ent of the Limited Liability Pannership.

6 No person may be introduced as a panncr without the conscm ofallthe exisling panners-

7 Any maner or issue r€latinS ro the Lim ited Liab ility Partnership shal I

be decided by resolution p&ssed by a majority in number ofthe partn€rs, and for thispurpose, each paftner shall hav€ one vote. However, no chaflge may be made inlhenalure o f business oithe L irnired Liability Partnership without resolu tion passed bymajoriry of less tian three-fourth.

8. Each partrcr shall .ender true accounts and full information ofallthings 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 LimitedI-iability ParrneNhip. he must account for and pay over to the Limited LiabilityParmcr.hip all prolns made by him in thar husiness.

10. Every partner shall account to the Limiled Liability Partncrship forany benefitderived by hirn without (he consent ofthe Limrted Liability Patuershipfrom 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 pow€r todo so has b€en 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 complyingwith 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 ingto a Limitcd Liability l'artnersllip, means a transfer oflhe p.opery, assets, inleres8,rights, privileges. Iiabilities, obligalions and dre undertakiflgofthe firm to the LinlitcdLiability 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 LiabilityPartnership to whichdrefirm is to be converted compris€ all the panners ofthe firmend no one else.

St t€mGnts to be liled

3 . A firm nray apply to convcrt 10 I l-rm ired l,iability Partnership by fil ingwith the Registrar,-

(a) a statem.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 PannershipAct, 1932 (IX of 1932) or any writlen Iart' (it'applicsble);

(iii) as of the applicrtion date, the frrm appeaB 1lr be ablc to pay itsde )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 vertto.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 Regisfarshallsubjectto the pro,,isions ofthisAct, rcgisterthc documents and issue a cenificrtcofre8istration in such form as the Rcgislrar may determine stating that the LimitedLiability PartreBhip is, on and from (he datc specified in the certjlicare, .cgisteredunder 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 Reg6trartore8islcrany Limited Liability Patucrship rfhe is not satisfred with thc particularsor 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 referr€dto 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 ofregistration issued under paragraph 4,-

(a) therc shall bea Limired Liabilily Partnership by the name sp€cilied inthe 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 lirmand the lr'hole ofthe undertaking of the tlrm shall be transferred loand shall vesl in the Lmited Liability Partnership without furtherassurance. act or deed; and

(c) thefirm shall be deemed tobedissolved and ifcarlier registcr€d underthe Partnership Act 1932 (lX of 1932) removed from the recordsmaintained 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 6erclevant authority to notiry the a'rthority ofthe conversion and of rhe particulars ofthe Limitcd Liability Partnership in such mqlium and form as the authoriry mayspecifo.

Pendiog proaeaditrg!

E. Allproceedings byor againstthc firm which are pending in any Courtorbefore 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 judgm€nt

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 forc€d by or against fie LimilcdLiability 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 liabilitiesthere 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 agr€em€nt

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 Limi€d 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 enforceableby 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 ali€r the date of registration as if the LimitcdLiability 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 inforce immediately before the date ofre8istralion shall take effect and operate fromlhal date as ifthe Lrmired Liabiliry Partnership were appointed.

(2) ADy authority or power conferred on the firm which is in forceimmediately bcfore thr date ofregistratron shall take effect and operatc from thatdate 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 conv€Eion

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 LiabilityPartnership) for the lialilities and obligations ofthe firm which were incurrcd priorro lhc conversion or which arose from any contract entered into prior to the

conversiOn.

(2) I fany such partner d ischarg€s a y liability orobligation referred to in

sub-paragrdph (1), he shall be entitled (subjcct to any agreement with the LimitedLubility Partnershrp to the contrary) to be fully indemnified bythe Limited LiabilityPartncrship in respcct ofsuch liabrlity or obligation.

Notice of conversioo in correspondence

I6. (l ) The Limited Liabiliry Partnership shallensurE ftat for a period oflwcl!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 fromafirm 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 ofsub'paragraph ( l) shall bc punishablc uith linc $hich may extend to one mrllonrupees and with a further fine which may exlend to ten thousand rup€es 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 2€l

CONVERSIoN FROM PRIVATE COMPANY TO LIMITEI)LIABILITY PARTNERSHIP

lDtcrpret3tion

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

(a) company" rueans a privalc company as defined in sub-.section (7)ofsection 2 ofth€ Companics Ordinancc, 1984 ()CVII of l9E4); and

(b) "conveit". in relation to a privatc company convertrng to a LimitedLiabil it,, Pannersh ip, mfaru a lransfer of lhe property, ass€ts, interests,righs, p ivileges, liabilities, obligations and 6e undeMking of6e privatecompany to the Lmrted Liability Parmership in accordance with thisSchedule.

Eligibitity for .otryersior of privote componi6 to Limited LirbilityPqnnership

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

(2) A comprny may apply to convert to a Limrred Liabilrry Parmership inaccordance $ith lhit:ichedule ifand onl) if.

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

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

(3) Upon such conversion, the compliy. its shareholders, the LimitedLiability Partnership lo whlch the compary has convcrtcd and rhe partners ofthatLimitcd I-iabiliry Part re.shrp shall be bound by thc provisions ofrhis Schedule rhatare applicable to rhenr.

Strtement to bc filcd

3 A comprny may apply ro convcn to a l.im ircd Liability pannership byfilingwrth 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 lhedalespecrfied in the c€rtificale. reSisler€d 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 documcnlsrefened lo in pamgmph I to be verified in such manner as he consideE fit.

Effccr of r€giltrrliotr

6. On and from the dale ofregEfi-.lion sp€.ified in the notice ofrrgistrationissued under paragraph 4.-

(a) there shall b€ a Limited Liabilily Partnership by the name specified inthe 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 funhcrassurance. 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 relevantauthoriry to notirythe a thority ofthe conversion and ofthe particulars ofthe LimitedLiability Pamcrship in such rnedium and form as the authority may determiDe.

Pcnding proceedings

8. Allproceedings b], or against the company which are pending beforeany 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, ord€r or judgcmcnt

9- Any con\ iction, ru ling, orde. orj udgment of any court, Court or otherauthority in favour of )r against the company may be cnforced by or against theLimited Liability Partn( rship.

Existing agre€ments

10. Every agreement to which the compan] \r"s aparty immediately beforethe date ofregistration whether or not ofsuch natur€ thatthe rights and liabilitiesthere 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[ agreementinstead o'the company; and

(b) for any rE ference to the c om pan),. there were substitu ted in respect ofan,'thing to be done on or after the date ofregistratron a r€ference torhe Lnnir,:d Liabiliry Pannership.

Existing contracts, etc.

ll. All deedi, contracts, schenres, bonds, agreemerts, applications,instruments and arrang(iments subsisting imrnediately before the date ofregistrationrclating to the companl, orto rvhich the cornpan), is a parq, shall conrinue in force onand after that datc as ifrhey relate to the Ljmited Liability Partnership and shall becnlorccable by oragain I the Limited Liability Partnership as ifthe Limited I-iabilityPartnership 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 appliesshall continue in lbrce on or afler the date ofregistration as ifthe Limiled LrabiliryPerlnership were the employer there under instcad ofthe company.

Eristing appointment! ruthority or po*cr

Il ( I ) Every appointment ofthc cornpany in any role orcapacity which is

in force immediatcly before the date of registration shall takc cfTcct and operatefrom thal dale as il lhe Limited Liability Partnership were appointed.

(2) Any authority or power conferred on the company which is in forceimmediately b€fore thc date ofregistration shall take effect and operate ftom thatdate 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 toany approval, permitor license issued under any written law to the companywhichis in force immediatcly before the datc of rcgistrarion of the Limited LiabiliryPartnership.

Notice of cotryer.sior in correspondance

15. (l) The Limited Liability Pannership shallensure thal for a period oftwelve 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 fioma company to a Limited Liability Parmership: and

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

(2) Any Limited Liability Partnersh ip which contmvcnes Lh€ provisions ofsub-paragraph (l) shall be punrshable wirh fine which may €xtend to one millionrupcs and with a funhcr fine which may €xlend to ten thousand rup€es for everyday 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.AMABADI'I-BLISI IED BYTIIE DIPUIY CONTROLLER SIANONItr.YAND FOR''TS. LNN'ERSITY ROAD, KAT.ACHI