Section 59 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 59 is a rule-making section. It does not itself set out how a foreign LLP may open an office in India; it empowers the Central Government to make rules on that subject, by applying or adapting Companies Act provisions or by setting up another regulatory mechanism. If you are weighing an Indian entity instead, our LLP registration service covers the domestic route.
The Central Government may make rules for the establishment of a place of business by foreign limited liability partnerships within India and carrying on their business therein (s.59). The rules may work by applying or incorporating, with such modifications as appear appropriate, the provisions of the Companies Act or by such regulatory mechanism with such composition as may be prescribed. The detail therefore lies in the LLP Rules, 2009 and later amendments, not in the section.
Who is a foreign LLP
Section 2(1)(m) defines a "foreign limited liability partnership" as "a limited liability partnership formed, incorporated or registered outside India which establishes a place of business within India". Two features matter. The entity must be formed outside India, and it counts as a foreign LLP for this Act only once it establishes a place of business within India. A foreign LLP that merely trades with India from abroad is not described by this definition. The Act's text does not define "place of business"; read the rules for the detail.
What section 59 says
The section is a single sentence. Broken into parts:
| Part | Text |
|---|---|
| Who makes rules | The Central Government |
| Subject | Establishment of place of business by foreign LLPs within India and carrying on their business there |
| Method 1 | Applying or incorporating, with such modifications as appear appropriate, the provisions of the Companies Act |
| Method 2 | Such regulatory mechanism with such composition as may be prescribed |
The printed text refers to the Companies Act, 1956; the 2021 Act (clause 2) replaces that with the Companies Act, 2013 wherever the words occur. The 2021 Act makes no other change to section 59.
Rules under section 79
Section 79(2) lists the matters on which rules may be made. The list includes (as printed) rules "in relation to establishment of place of business and carrying on business in India by foreign limited liability partnerships and regulatory mechanism and composition under Section 59". So section 59 is the source of the power and section 79(2) repeats it in the catalogue. Read our article on sections 78 to 81 for how rules are laid before Parliament.
The LLP Rules, 2009 contain provisions on foreign LLPs, including a rule requiring a foreign LLP to file particulars within a stated period after setting up a place of business. We do not restate them here, because the rules have been amended since 2009; check the current text. For the filings that exist as posts on this site, see Form 25: name reservation by a foreign LLP and Form 27: registration of particulars by a foreign LLP. Our broader guide on foreign LLP registration and compliance in India walks through the practice.
Winding up of a foreign LLP
The notifications printed in the OCR appendix to the Act (issued under section 67) include a modified section 584 of the Companies Act, 1956, set out for LLPs. As printed, it lets a foreign LLP carrying on business in India be wound up "as a limited liability partnership registered under this Act" where it ceases to carry on business in India, is dissolved or carries on business only to wind up its affairs, or is unable to pay its debts, or where the Tribunal thinks it just and equitable. This applies even if the foreign LLP has been dissolved under the law of its home country. Because it is a notification under section 67, check whether later notifications or the Companies Act, 2013 have changed it. Our article on section 67 lists the notifications.
What the section leaves open
- Fees and forms. Not stated in section 59. They sit in the rules.
- Time limits. The section sets none.
- Penalty. Section 59 provides none of its own. Contraventions of the rules are dealt with under the general penalty in section 74 as substituted in 2021, unless the rules provide otherwise; check the rule in question.
- Foreign investment. Section 59 does not deal with it. See our guide on FDI in an LLP for the policy side.
Example. Nordlicht Partners LLP is registered in a foreign country and opens a liaison office in Pune to run its business. It now "establishes a place of business within India" and is a foreign LLP under section 2(1)(m). The steps it must follow are in the rules made under section 59, not in the Act, so its Indian adviser reads Rule 34 and the related forms in their current amended form.
Need help with a cross-border structure?
Whether to open a place of business as a foreign LLP or to register a new Indian LLP depends on liability, control and funding. We can walk through both routes; for the Indian route see our LLP registration page and speak to our team.
Key takeaways
- Section 59 empowers the Central Government to make rules for foreign LLPs with a place of business in India.
- A foreign LLP is one formed outside India that establishes a place of business in India (s.2(1)(m)).
- The rules may apply Companies Act provisions with modifications, or set a prescribed regulatory mechanism.
- The procedure, forms and fees are in the LLP Rules, 2009 as amended, not in the section.
- The 2021 Act only changes the Companies Act reference.
Read next
- Section 60: compromise or arrangement
- Sections 56–57: conversion of companies into an LLP
- Foreign LLP: Registration and Compliance in India
- Foreign Partner in LLP: Eligibility and Compliance
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.