The Corporate Laws (Amendment) Bill, 2026 introduces significant changes to the Limited Liability Partnership Act, 2008, particularly by creating a regulatory framework for LLPs operating in International Financial Services Centres (IFSCs). It inserts definitions for IFSC, IFSCA, permitted foreign currency, and “Specified IFSC LLP,” enabling LLPs within IFSCs to operate under a distinct regime. The Bill mandates valuation by registered valuers, introduces an appeal mechanism against Registrar decisions, and allows conversion of specified trusts into LLPs with detailed procedural safeguards. It ensures continuity of assets, liabilities, legal proceedings, contracts, and employment upon conversion, while retaining trustee liability for prior obligations. Amendments also enhance incorporation compliance through professional declarations, require IFSC LLPs to maintain offices in IFSCs and use foreign currency for contributions and records, and simplify reporting requirements. Additional provisions include monetary penalties for non-compliance, expanded conversion options, electronic filing norms, and a framework for voluntary adjudication of penalties to reduce litigation and improve ease of doing business.
Corporate Laws (Amendment) Bill, 2026
New sections inserted to the Limited Liability Partnership Act, 2008
| SECTION | CONTENT | IMPACT |
| Section 2 (ma)
Definition of International Financial Services Centre(IFSC) |
International Financial Services Centre” shall have the same meaning as assigned to it in clause (g) of sub-section (1) of section 3 of the International Financial Services Centres Authority Act, 2019 | The Bill formally inserts definitions of “IFSC” and “IFSCA” into the LLP Act, 2008, and creates a new category of “Specified IFSC LLP” for LLPs set up and regulated within an IFSC.
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| Section 2 (mb)
Definition of International Financial Services Centres Authority
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International Financial Services Centres Authority” means the Authority established under sub-section (1) of section 4 of the International Financial Services Centres Authority Act, 2019
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| Section 2(qa)
Definition of Permitted foreign currency |
Permitted foreign currency means a currency which may be specified by the International Financial Services Centres Authority in consultation with the Central Government
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| Section 2(ta)
Definition of Specified International Financial Services Centre LLP
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Specified International Financial Services Centre LLP means a limited liability partnership which is set up in an International Financial Services Centre and regulated by the International Financial Services Centres Authority
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| Section 33A
Valuation provisions |
The provisions of section 247 of the Companies Act, 2013 shall mutatis mutandis apply for the valuation, required to be made in respect of contribution of a partner of a limited liability partnership, or of any property or assets or net worth of such limited liability partnership, or its liabilities under the provisions of this Act or rules made thereunder
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Mandatory use of registered valuers to brings standardisation and credibility in valuation |
| Section 68B
Appeal against decision of Registrar.
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Any person aggrieved by the decision of the Registrar under section 12 or section 16, may prefer an appeal to such officer of the Central Government, in such form and manner, and within such period, as may be prescribed
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Enhances natural justice and transparency |
| Section 57A
Conversion from specified trust into limited liability partnership
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A specified trust may convert into a limited liability partnership in accordance with the provisions of this Chapter and the Fifth Schedule
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Simplified process of conversion for promoting ease of doing business |
Fifth Schedule- Conversion of Specified Trust into LLP
| Provision | CONTENT |
| Eligibility Conditions | – Only trustees can become partners of the LLP
– No external person allowed as partner at the time of conversion – Conversion permitted only after fulfilling prescribed conditions |
| Approval & Documentation | – Mandatory filing with Registrar including:
– Incorporation documents as per Section 11 also required |
| Registration Process | – Registrar to issue Certificate of Registration upon satisfaction
– LLP formed from the date mentioned in certificate – Mandatory intimation to concerned authority within 15 days |
| Power of Registrar | Registrar may:
– Appeal allowed before Tribunal |
| Effect of Conversion | Automatic:
– Specified trust deemed dissolved |
Continuity of
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All :
Continue in the name of LLP
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| Employment Continuity |
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| Personal Liability of Trustees | Trustees remain:
Right to indemnification from LLP available |
| Mandatory disclosure Post conversion | Mandatory Disclosure Post-Conversion
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Amendments to Limited Liability Partnership Act, 2008
| SECTION | CONTENT | IMPACT |
| Section 11
Incorporation of the LLP |
Substitution of clause (c):
there shall be filed along with the incorporation document, a statement in such form, as may be prescribed, by any one person who subscribed his name to the incorporation document that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto; Insertion of clause (d) under sub-section (1): declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, where a limited liability partnership engaged such professionals in its formation or incorporation Insertion of a proviso under sub-section (2)(c) specifically for Specified IFSC LLPs: Specified International Financial Services Centre LLP shall state its objects to undertake financial services activities, as permitted under clause (e) of sub-section (1) of section 3 of the International Financial Services Centres Authority Act, 2019 |
– Enhanced Compliance at Incorporation Stage
– Increased Professional Accountability
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| Section 13
Registered office of limited liability partnership and change therein |
Specified International Financial Services Centre LLP shall have its registered office at an International Financial Services Centre, at all times | IFSC LLP need to mandatory have office at GIFT city |
| Section 15
Name of the LLP |
Specified International Financial Services Centre LLP shall have the suffix “International Financial Services Centre LLP” as part of its name | Ease of identification for stakeholders |
| Section 25
Registration of changes in partners |
For LLPs regulated by SEBI/IFSCA LLP to furnish the details of the changes in the agreement to the Registrar on an annual basis. | Reduces repetitive filings |
| Section 32
Form of contribution. |
a. The monetary value of contribution of each partner of a Specified International Financial Services Centre LLP shall be accounted for and disclosed in a permitted foreign currency in its accounts
b. The existing IFSC LLP may convert monetary value of contribution of each of its partners from Indian rupee to a permitted foreign currency within such period and in such manner. Existing IFSC LLP cannot receive or accept monetary contribution from any partner, without converting its monetary contribution into a permitted foreign currency. |
Aligns LLPs with global financial practices and specific provisions made for IFSC LLPs |
| Section 34
Maintenance of books of account, other records and audit, etc. |
Specified International Financial Services Centre LLP, maintaining its contribution in a permitted foreign currency, shall prepare and maintain its books of account, books and papers, financial statement and all other records in the permitted foreign currency or in Indian currency if allowed by the IFSCA | Facilitates cross border transactions for IFSC LLPs |
| Section 38
Power of Registrar to obtain information. |
Any person who, without lawful excuse, fails to comply with any requisition of the Registrar, other than summons, under this section, shall be liable to a penalty of ten thousand rupees | Introduces clear monetary penalty |
| Section 58
Conversion to LLP |
Conversion now permitted from:
Registrar to issue Certificate of Registration upon satisfaction of compliance with applicable Schedules Post-Conversion Intimation within 15 days Automatic vesting of Asset, Liability and Rights Transfer to LLP by operation of law (no separate deed required) Deemed dissolution of the entity |
– Conversion into LLP
– Structural Flexibility – Ease of Conversion |
| Section 68
Electronic filing of documents |
Provided that the Central Government may require that a Specified International Financial Services Centre LLP shall use permitted foreign currency for the purpose of filing, recording or registering any document under this section in such manner as may be prescribed but fines, penalties and fees shall be payable in INR | Specific provision for IFSC LLPs |
| Section 76A Adjudication of penalties | LLP, partner or designated partner can voluntarily apply for adjudication of penalties in prescribed form with fees.
Where offences are converted into adjudication-based penalties, provisions introduced for:
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– Promotes voluntary compliance
– Enables faster resolution without litigation – Reduces burden on courts |
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