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Microlesson · 5-min read

Miscellaneous Provisions and Repeat Offences

# Miscellaneous Provisions [Sections 66–70]

## (1) Partner Dealing with LLP

A partner may:

  • Lend money to the LLP, AND
  • Transact other business with the LLP

…and shall have the same rights and obligations as a person who is NOT a partner.

## (2) Application of Companies Act to LLPs — CG's Power

The Central Government may by notification in the Official Gazette direct that any provision of the Companies Act shall apply to LLPs — with such exceptions, modifications and adaptations as specified.

### Parliamentary Oversight (Draft Laying Rule)

A copy of the draft notification shall be laid before each House of Parliament for 30 days, and:

  • If both Houses agree to modify the notification → it shall be issued in the modified form as agreed.
  • If both Houses agree to disapprove → it shall not be issued.

## (3) Late Filing of Documents

If any document/return required to be filed with ROC is not filed within time, it may be filed thereafter:

  • Along with payment of prescribed additional fee
  • Without prejudice to any other action / liability

## (4) Repeat Offences

If an LLP, Partner or DP commits any offence for the second or subsequent time:

  • Imprisonment as provided originally (no change), AND
  • Fine TWICE the amount provided for such offence

Worked example

### Example 1

Q: Mr. P is a partner of XYZ LLP. He lends ₹50 lakhs to the LLP at market rate. Does he retain the rights of a creditor?

A: Yes. Under Section 66, a partner may lend money to the LLP and shall have the same rights and obligations as a non-partner. So Mr. P stands as a regular creditor for the loan.

### Example 2

Q: ABC LLP defaulted in filing its Annual Return. Can it file it now?

A: Yes. The document may be filed even after the prescribed time on payment of the prescribed additional fee, without prejudice to any other action/liability under the Act.

### Example 3

Q: XYZ LLP was earlier punished for an offence with fine of ₹50,000. It commits the same offence again. What is the consequence?

A: Being a second/subsequent commission, the fine is doubled to ₹1,00,000. Imprisonment, if originally provided, remains the same.

⚠️ Common exam mistakes

  • Believing repeat offences attract double imprisonment — only the fine is doubled.
  • Ignoring the Parliamentary laying requirement when CG seeks to apply Companies Act provisions to LLPs.
  • Treating late filing with additional fees as a cure for all consequences — it is 'without prejudice' to other liabilities.
Bare-Act text Sections 66 to 70 · The Limited Liability Partnership Act, 2008 · click to expand
Sections 66-70: A partner may lend money to or transact business with LLP. The CG may by notification direct that any provision of Companies Act shall apply to LLP with such exception, modification and adaptation as may be specified. The notification shall be laid in draft before each House of Parliament for 30 days. Documents not filed within prescribed time may be filed with additional fees. Second or subsequent offences shall be punishable with imprisonment as provided and with twice the fine.
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