MEMORANDUM REGARDING DELEGATED LEGISLATION
Sub-clause (d) of clause 2 of the Bill confers power upon the Central Government to specify, by notification in the Official Gazette, any other body corporate (not being a company as defined in section 3 of the Companies Act, 1956 or an LLP as defined in the proposed legislation) not to be included in the definition of 'body corporate'.
2. Clause 67 of the Bill confers power upon the Central Government to give directions, by notification in the Official Gazette, that any of the provisions of the Companies Act, 1956 shall apply to any LLP or shall apply to any LLP with such exception, modification and adaptation as may be specified in the notification.
3. Clause 78 of the Bill confers power upon the Central Government to alter any of the provisions contained in any of the Schedules to this Act publication of notification in the Official Gazette.
4. Clause 79 of the Bill confers power upon the Central Government to make rules for carrying out the purposes of the Bill. The matters in respect of which rules may be made relate, inter alia, to provide for form and manner of prior consent to be given by designated partner under sub-section (3) of section 7; form and manner of particulars of every individual agreeing to act as designated partner of LLP under sub-clause (4) of clause 7; conditions and requirements for appointment of an individual as Designated Partner under sub-clause (5) of clause 7; manner of filing the incorporation document and payment of fee payable thereof with the Registrar under item (b) of sub-clause (1) of clause 11; form of statement to be filed under item (c) of sub-clause (1) of clause 11; form of incorporation document under item (a) of sub-clause (2) of clause 11; other information to be contained in the incorporation document under item (g) of sub-clause (2) of clause 11; mode of serving the documents on a LLP or a partner or a designated partner and the form and manner in which any other address may be declared by the LLP under sub-clause (2) of clause 13; the form and manner of notice to the Registrar and conditions in respect of change of registered office under sub-clause (3) of clause 13; the form and manner of application and amount of fee payable to the Registrar under sub-clause (1) of clause 16; manner in which names will be reserved by the Registrar under sub-clause (2) of clause 16; manner in which an application may be made for change of name under sub-clause (1) of clause 18; form and manner of notice of change of name of LLP and the amount of fees payable under clause 19; form and manner of filing of LLP Agreement or any change in such agreement with the Registrar and the amount fee payable under sub-clause (2) of clause 23; form of notice, the amount of fee payable and the manner of authentication of the statement under items (a), (b) and (c) of sub-clause (3) of clause 25; manner of accounting and disclosure of monetary value of contribution of a partner under sub-clause (2) of clause 32; books of account and the period of their maintenance under sub-clause (1) of clause 34; form of statement of Account and Solvency under sub-clause (2) of clause 34; form, manner and time of filing of statement of account and solvency and the amount of fee payable under sub-clause (3) of clause 34; the manner in which the accounts of a LLP shall be audited under sub-clause (4) of clause 34; form and manner of filing of annual return under sub-clause (3) of clause 35; manner and amount of fee payable for inspection of incorporation documents, names of the partners, Statement of Account and Solvency and annual return under clause 36; destruction of documents by Registrar under clause 40; the amount required as security under item (a) of sub-clause (3) of clause 43; the amount of security to be given under clause 44; fee payable for furnishing a copy under item (b) of sub-clause (2) of clause 49; manner of authentication of report of inspector under clause 54; manner and form of particulars about conversion under proviso to sub-clause (1) of clause 58; provisions in relation to establishment of place of business by foreign LLPs within India and regulatory mechanism and composition under clause 59; manner of calling, holding and conducting meeting under sub-clause (1) of clause 60; provisions in relation to winding up and dissolution of LLPs under clause 65; manner and conditions for filing a document electronically under sub-clause (1) of clause 68; manner for striking off the names of LLPs from the register of LLPs by the Registrar under clause 75; medium and form of statement containing particulars and amount of fee payable on the statement under subparagraph (a) of paragraph 4 of the Second Schedule; manner and form of particulars about conversion under proviso to paragraph 5 of the Second Schedule; form and manner of the statement and the amount of fee payable on the statement under sub-paragraph (a) of paragraph 3 of the Third Schedule; manner and form of particulars about conversion under proviso to paragraph 4 of the Third Schedule; form and manner of the statement and amount of fees payable under sub-paragraph (a) of paragraph 4 of the Fourth Schedule; manner and form of particulars about conversion under proviso to paragraph 5 of the Fourth Schedule; any other matter which is to be, or may be, prescribed in respect of which provision is to be, or may be, made by rules.
5. Clause 80 of the Bill empowers the Central Government to remove, by order, any difficulty which may arise in giving effect to the proposed legislation. It has been provided that no such order shall be made after the expiry of a period of two years from the date of commencement of the proposed legislation. It has also been provided that a copy of every such order made shall be laid before each House of Parliament.
6. The notification issued under sub-clause (1) of clause 67, 78 and rules made under sub-clause (2) of clause 79 shall be laid before each House of Parliament.
7. The matters in respect of which notifications or order may be issued and the rules may be made are generally matters of procedure and administrative detail and it is not practicable to provide for them in the Bill itself. The delegation of legislative power is, therefore, of a normal character.
