A Limited Liability Partnership Firm is not carryon by the Partners of LLP always for the doing the business. One partners misconduct or negligence is not affect the another partner, he is not responsible. LLP partners having the limited Liability Partnership similar to shareholders of the Private Limited Company. Some of the states asking that one of the partner to be a “ General Partner” with unlimited Liability means he is ultimately responsible for debts of the business, lawsuits or breach of contract. The partners having the right to manage the business and accounts whereas board of directors manages in Private Limited company. The LLP can be winding either voluntary or Tribunal, the section 63, 64 and 65 of LLP Act 2009 regulates the winding up process.