Section 4 — Capacity and execution of documents

(1) A limited liability partnership shall, by its name, be capable to,—
(a) sue and be sued;
(b) acquire, own, hold and develop or dispose of property of every description, both movable and immovable;
(c) have a common seal; and
(d) do and suffer such other acts and things as bodies corporate may lawfully do and suffer.

(2) An agreement in writing made before the registration of a limited liability partnership, between the persons who subscribe their names to the incorporation document, may impose obligations on the limited liability partnership:

Provided that such agreement is ratified by all the partners after the registration of the limited liability partnership:

Provided further that prior to ratification by the limited liability partnership, the person or persons who purported to act in the name or on behalf of the limited liability partnership shall in the absence of express agreement to the contrary be personally bound by the contract or other transaction and entitled to the benefit thereof.

(3) Contracts on behalf of a limited liability partnership shall be made in writing under common seal of the limited liability partnership and any contract so made shall be effectual in law and shall bind the limited liability partnership and its successors and all parties thereto.

(4) A document or proceeding requiring authentication by a limited liability partnership may be signed by a designated partner of the limited liability partnership.

(5) A limited liability partnership may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the limited liability partnership and under his seal or, subject to sub-sections (7) and (8), under the appropriate official seal of the limited liability partnership shall bind it and have the same effect as if it were under its common seal.

(6) The authority of any such agent or attorney specified under sub-section (5) shall as between the limited liability partnership and any person dealing with him continue during the period, if any, mentioned in the instrument conferring the authority or if no period is therein mentioned then until notice of the revocation or determination of his authority has been given to the person dealing with him.

(7) The name of a limited liability partnership shall appear in legible letters on,—
(a) its seal; and
(b) all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the limited liability partnership.

(8) If an officer of a limited liability partnership or any person on its behalf,—
(a) uses or authorizes the use of any seal purporting to be a seal of the limited liability partnership whereon its name does not so appear;
(b) issues or authorizes the issue of any business letter, statement of accounts, invoice or official notice wherein its name is not so mentioned; or
(c) signs, issues or authorizes to be signed or issued on behalf of the limited liability partnership any bill of exchange, promissory note, cheque or other negotiable instrument or any endorsement, order, receipt or letter of credit wherein its name is not so mentioned,

he shall be guilty of an offence punishable with a fine which may extend to five hundred thousand rupees.