Sections 61 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 61 lets the Tribunal supervise a compromise or arrangement it has sanctioned under section 60, and wind up the LLP if the deal cannot be worked. Section 62 lets the Tribunal, in the same proceeding, order the transfer of an LLP's undertaking to another LLP, the dissolution of the transferor without winding up, and related steps. Since 2021 the Act states that an LLP shall not be amalgamated with a company. For advice on a restructuring, see our legal consultation service.
After sanctioning a deal under section 60, the Tribunal may supervise it and give directions or modify it (61(1)); if it cannot be worked satisfactorily, the Tribunal may order winding up, deemed an order under section 64 (61(2)). Under section 62 the Tribunal may provide for transfer of the undertaking, continuation of legal proceedings, dissolution without winding up and dissent (62(1)). The order must be filed within thirty days (62(3)); default draws Rs 10,000 plus Rs 100 a day (62(4), 2021). An LLP shall not be amalgamated with a company.
At a glance
| Provision | What it provides |
|---|---|
| 61(1) | Tribunal supervises carrying out of the compromise; may give directions or modify |
| 61(2) | If unworkable, winding-up order, deemed made under section 64 |
| 62(1) | Orders on reconstruction or amalgamation: transfer, proceedings, dissolution, dissent, incidental matters |
| 62(2) | Property and liabilities transfer by virtue of the order |
| 62(3) | Certified copy filed with the Registrar within thirty days |
| 62(4) | Penalty for default (2021 version) |
| Explanation | Meaning of "property" and "liabilities"; LLP not to amalgamate with a company |
Section 61(1): supervision after sanction
Where the Tribunal makes an order under section 60 sanctioning a compromise or arrangement, it:
- "shall have power to supervise the carrying out" of it (61(1)(a)); and
- "may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for the proper working" of it (61(1)(b)).
So sanction is not the end. The Tribunal can step in later, and its power to modify is wide. Our article on section 60 sets out how a deal reaches sanction.
Section 61(2): when the arrangement fails
If the Tribunal is satisfied that a sanctioned compromise "cannot be worked satisfactorily with or without modifications", it may, "either on its own motion or on the application of any person interested in the affairs of the limited liability partnership", order winding up. Such an order is "deemed to be an order made under Section 64". Section 64 lists the grounds for winding up by the Tribunal; see our article on sections 63 and 64.
Section 62(1): reconstruction and amalgamation
The section applies where an application is made under section 60 and it is shown that:
- (a) the compromise or arrangement is for a scheme for the reconstruction of an LLP or LLPs, or the amalgamation of two or more LLPs; and
- (b) under the scheme the whole or part of the undertaking, property or liabilities of an LLP (the "transferor limited liability partnership") is to be transferred to another LLP (the "transferee limited liability partnership").
The Tribunal may, by the sanctioning order or a later order, provide for:
- transfer to the transferee of the whole or part of the undertaking, property or liabilities of any transferor;
- continuation by or against the transferee of legal proceedings pending by or against any transferor;
- dissolution, without winding up, of any transferor;
- provision for any person who dissents from the compromise or arrangement, within the time and in the manner the Tribunal directs; and
- incidental, consequential and supplemental matters needed to carry out the reconstruction or amalgamation fully and effectively.
Two safeguards in the provisos
- Amalgamation with an LLP being wound up. No scheme for the amalgamation of an LLP that is being wound up with another LLP may be sanctioned unless the Tribunal has received a report from the Registrar that the affairs of the LLP "have not been conducted in a manner prejudicial to the interests of its partners or to public interest".
- Dissolution of a transferor. No order for dissolution of a transferor under clause (iii) may be made unless the Official Liquidator has, on scrutiny of the books of the LLP, reported to the Tribunal in the same terms.
Section 62(2): transfer by virtue of the order
Where the order provides for the transfer of property or liabilities, "by virtue of the order, that property shall be transferred to and vest in, and those liabilities shall be transferred to and become the liabilities of," the transferee LLP. In the case of any property, "if the order so directs", it may be released from any charge which, by virtue of the compromise or arrangement, is to cease to have effect. The vesting needs no separate deed; the order itself does the work.
Section 62(3): file a certified copy within thirty days
"Within thirty days after the making of an order under this section, every limited liability partnership in relation to which the order is made shall cause a certified copy thereof to be filed with the Registrar for registration." The words "every limited liability partnership in relation to which the order is made" mean both the transferor and the transferee.
Section 62(4): penalty after 2021
As substituted by clause 18 of the 2021 Act: "the limited liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees, and in case of the continuing default, with a further penalty of one hundred rupees for each day, after the first during which such default continues, subject to a maximum of one lakh rupees for limited liability partnership and fifty thousand rupees for every designated partner."
Before the 2021 amendment the printed text provided that the LLP and every designated partner would be "punishable with fine which may extend to fifty thousand rupees".
The Explanation: property, liabilities and no merger with a company
The Explanation, as substituted in 2021, says that for this section:
- "property" includes property, rights and powers of every description, and "liabilities" includes duties of every description; and
- "a limited liability partnership shall not be amalgamated with a company".
The second limb is new. The Act therefore offers amalgamation under this section only between LLPs. For a different route, such as moving from an LLP to a company, see our post on conversion of an LLP to a private limited company and check the current position there.
Example. Sharma Logistics LLP and Verma Cargo LLP agree a scheme under which the undertaking of Verma Cargo moves to Sharma Logistics and Verma Cargo is dissolved without winding up. The Tribunal sanctions the scheme under section 60 and makes provision under section 62(1). The Official Liquidator reports that Verma Cargo's affairs were not conducted prejudicially. Both LLPs file a certified copy within thirty days.
Need help with a restructuring?
Reconstruction and amalgamation involve Tribunal applications, reports and filings with firm deadlines. If your LLP is planning one, our legal consultation team can help you plan the steps and the timeline.
Key takeaways
- The Tribunal supervises a sanctioned arrangement and may modify it (61(1)).
- An unworkable arrangement can end in a winding-up order, deemed made under section 64 (61(2)).
- Section 62 lets the Tribunal order transfer, continue proceedings, dissolve a transferor without winding up and protect dissenters.
- A certified copy must be filed with the Registrar within thirty days (62(3)).
- Since 2021: Rs 10,000 plus Rs 100 a day, capped at Rs 1,00,000 (LLP) and Rs 50,000 (designated partner); an LLP shall not be amalgamated with a company.
Read next
- Section 60: compromise or arrangement
- Sections 63–64: winding up and grounds for winding up by Tribunal
- Compromise and Arrangement for LLP
- Winding Up and Dissolution of LLP
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.