TMI BlogLimited Liability Partnership Rules, 2009X X X X Extracts X X X X X X X X Extracts X X X X ..... means a person who has been granted a license to issue a Digital Signature Certificate under section 24 of the Information Techno-logy Act, 2000 (21 of 2000); ( iv ) Designated Partner Identification Number (DPIN) means an identification number which the Central Government may allot to any individual or nominee of a body corporate, intending to be appointed as designated partner of a Limited Liability Partnership (LLP), for the purpose of his identification as such; ( v ) digital signature means authentication of any electronic record by a subscriber by means of an electronic method or procedure in accordance with the provisions of section 3 of the Information Technology Act, 2000; ( vi ) Digital Signature Certificate means a Digital Signature Certificate issued under sub-section (4) of section 35 of the Information Technology Act, 2000; ( vii ) electronic record means electronic record as defined under clause ( t ) of section 2 of the Information Technology Act, 2000; ( viii ) electronic registry means an electronic repository or storage system in which the information or documents are received, stored, protected and preserved in electronic for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not exceed fifty rupees) or through bank drafts payable at and/or drawn on post offices or banks, as the case may be, located at the same city or town where the office of the Registrar is situated: Provided further that, where a fee payable to the Registrar is paid through postal orders or bank drafts as aforesaid, it shall not be deemed to have been paid unless and until the relevant postal orders or drafts are cashed and the amount credited: Provided also that, where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, ( i ) Credit Card; or ( ii ) Internet Banking; or ( iii ) Remittance at the Bank Counter; or ( iv ) any other mode as approved by the Central Government. 6. The manner and conditions of filing, recording or registering of documents, forms, notices, statements, returns etc., shall be as laid down in Chapter XIII of these rules. CHAPTER II NATURE OF LIMITED LIABILITY PARTNERSHIP 7. For the purposes of sub-section (3) of section 7, an individual shall give his prior consent to act as a designated partner to the limited liability par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tment of regular DPIN within sixty days from the date on which provisional DPIN was generated on-line, failing which the provisional DPIN will lapse. ( ii ) For making an application under sub-rule ( i ), the applicant shall take a print out of Form 7, affix his photograph in the space provided in that Form, enclose true copies of the proof of identity and proof of residence and physically sign the form at the place specified therein. The photograph and the proof of identity and residence shall be certified by any one of the following authorities:- ( a ) Gazetted Officer of the Central or State Government, ( b ) Notary Public, ( c ) Chartered Accountant, Cost Accountant or Company Secretary holding a certificate of practice under the Chartered Accountants Act, 1949, the Cost and Works Accountants Act, 1959 and the Company Secretaries Act, 1980 respectively. (6) The Central Government shall process the applications received for allotment of DPIN under sub-rule (5), decide on such application and communicate approval along with the DPIN allotted or rejection thereof to the applicant by way of a letter by post or electronically or in any other mode, withi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in accordance with the said Hague Convention. 13. The statement to be filed along with the incorporation document under clause ( c ) of sub-section (1) of section 11 shall be in the format provided in Part B of Form 2 . 14. (1) In the office of Registrar there shall be maintained a Register of LLPs in which the names of LLPs shall be entered in the order in which they are registered. (2) Every LLP so registered shall be assigned a LLP identification number (LLPIN) in one consecutive series. 15. (1) A document can be served on a limited liability partnership or a partner or designated partner thereof through the following other modes - ( i ) electronic transmission; ( ii ) courier (2) For the purposes of this rule, ( i ) electronic transmission means a communication- ( a ) delivered by- ( A ) facsimile telecommunication or electronic mail when directed to the facsimile number of electronic mail address, respectively, which the partnership or the partner or the designated partner has provided from time to time for sending communications to the partnership or the partner or the designated partner res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors. (2) For the purposes of sub-section (3) of section 13, notice of change of place of registered office shall be given to Registrar in Form 15 , within 30 days of complying with the requirements of sub-rule (1), in case of change of registered office within the same state, and within 30 days of complying with sub-rule (4) in case of change of registered office from one state to another state, along with fee mentioned in Annexure A . (3) Where there is any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show-cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar. (4) Where the change in place of registered office is from one state to another state, the limited liability partnership shall publish a general notice, not less than 21 days before filing an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame or names of the existing limited liability partnership only to the extent of having the name of a place within brackets before the word limited liability partnership , for example, Indian Press (Delhi) LLP should not be allowed in view of the existence of the LLP named Indian Press LLP; ( x ) it includes name of registered Trade mark, unless the consent of the owner of the trade mark has been produced; ( xi ) the proposed name is identical with or too nearly resembles the name of a firm or LLP or company incorporated outside India and reserved by such firm, LLP or company with the Registrar in accordance with these rules; ( xii ) it is identical with or too nearly resembles the name of the limited liability partnership or a company in liquidation or it is identical with or too nearly resembles names of the LLP or a company which is struck off, up to the period of 5 years; ( xiii ) it includes words like Bank , Insurance and Banking , Venture capital or mutual fund or such similar names without the approval of the regulatory authority; ( xiv ) it is intended or likely to produce a misleading impression regarding the scope or scale of its activit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he application under sub-rule (1) shall state- ( i ) the LLPIN of limited liability partnership, or the CIN of the company or the registration number of the other entity as the case may be; ( ii ) the name with which the limited liability partnership or the company or any other entity was incorporated or registered; ( iii ) the grounds of objection to the name of the limited liability partnership incorporated subsequently. (3) The application shall be verified by the person making it. (4) The person making the application shall attach- ( a ) the authority under which he is making such an application; ( b ) a copy of the incorporation certificate of the limited liability partnership or the company or the registration certificate of the entity, as the case may be, (5) The application shall be accompanied by a fee as mentioned in Annexure A . 20. (1) The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the nam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be as mentioned in Annexure A . CHAPTER VI Form of Contribution 23. (1) The contribution of each partner shall be accounted for and disclosed in the Accounts of the LLP along with nature of contribution and amount. (2) The contribution of a partner consisting of tangible, movable or immovable or intangible property or other benefits brought or contribution by way of an agreement or contract for services shall be valued by a practising Chartered Accountant or by a practising Cost Accountant or by approved valuer from the panel maintained by the Central Government. CHAPTER VII Financial Disclosures 24. (1) Every limited liability partnership shall keep books of account which are sufficient to show and explain the limited liability partnership s transactions and are such as to- ( a ) disclose with reasonable accuracy, at any time, the financial position of the limited liability partnership at that time; and ( b ) enable the designated partners to ensure that any Statement of Account and Solvency prepared under this rule complies with the requirements of the Act. (2) The books of account shall contain- ( a ) particulars of all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Rules with respect to preparation of books of account and a certificate in the form specified in Form 8 . (9) A person shall not be qualified for appointment as an auditor of a limited liability partnership unless he is a Chartered Accountant in practice. (10) An auditor or auditors of a limited liability partnership shall be appointed for each financial year of the LLP for auditing its accounts. (11) The designated partners may appoint an auditor or auditors- ( a ) at any time for the first financial year but before the end of the first financial year, ( b ) at least 30 days prior to the end of each financial year (other than the first financial year), ( c ) to fill a casual vacancy in the office of auditor, including in the case when the turnover or contribution of a limited liability partnership exceeds the limits specified under sub-rule (8), or ( d ) to fill up the vacancy caused by removal of an auditor. (12) The partners may appoint an auditor or auditors where the designated partners have power to appoint under sub-rule (11) and have failed to appoint. (13) An auditor or auditors of an LLP shall hold office in accordance with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ving turnover upto five crore rupees during the corresponding financial year or contribution upto fifty lakh rupees shall be accompanied with a certificate from a designated partner, other than the signatory to the annual return, to the effect that annual return contains true and correct information. In all other cases, the annual return shall be accompanied with a certificate from a Company Secretary in practice to the effect that he has verified the particulars from the books and records of the limited liability partnership and found them to be true and correct. (3) The fees to be paid to the Registrar in pursuance of sub-section (1) of section 35 for filing the annual return shall be as mentioned in Annexure A . 26. The documents to be kept by the Registrar under section 36 shall be available in the registry on payment of fee as mentioned in Annexure A for inspection by any person and for obtaining any certified copy thereof. CHAPTER VIII DESTRUCTION OF OLD RECORDS 27. (1) The Registrar shall preserve the documents permanently as specified in Annexure B to these rules. (2) Subject to previous order of the Registrar, the records in the office of Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nected with accounts (containing in Appendix 13 to the Compilation of the General Financial Rules) and the period prescribed under Record Retention Schedule for Records common to all departments and such other rules. CHAPTER IX INVESTIGATIONS 28. For the purposes of clause ( a ) of sub-section (3) of section 43, an application by the partners to investigate into the affairs of the limited liability partnership, shall be made, along with such security, for an amount calculated on the following scale but not exceeding twenty five lakh rupees, for payment of costs of the investigation: Turnover (Rs.) Amount of Security [as stated in the Statement of Account of Solvency for the immediately preceding financial year] ( i ) Upto 1 crore 2 lakh ( ii ) 1 crore or more but less than 5 crore 5 lakh ( iii ) 5 crore or more but less than 10 crore 10 lakh ( iv ) 10 crore or more 25 lakh Explanation. -In the absence of Statement of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r principal office of the limited liability partnership in the country of its incorporation; ( c ) the full address of the office of the limited liability partnership in India which is to be deemed as its principal place of business in India; and ( d ) list of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorized to accept on behalf of the limited liability partnership, service of process and any notices or other documents required to be served on the limited liability partnership. (2) ( i ) If the limited liability partnership is incorporated in any country which is a part of the Commonwealth, the copies of the documents referred to in sub-rule (1) shall be certified as true copies- ( a ) by an official of the Government to whose custody the original is committed; or ( b ) by a Notary (Public) in that Part of the Commonwealth; or ( c ) by an officer of the limited liability partnership, on oath before a person having authority to administer an oath in that part of the Commonwealth. ( ii ) If the Limited Liability Partnership is incorporated in a country that falls outsid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... porated or registered outside India; ( b ) the registered or principal office of a limited liability partnership incorporated or registered outside India; or ( c ) the partner or designated partner, if any, of a limited liability partnership incorporated or registered outside India, the foreign limited liability partnership shall file in Form 28 such alterations with the Registrar within sixty days of the close of the financial year. ( ii ) If any alteration is made or occurs in - ( a ) the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India; ( b ) the name or address of any of the persons authorized to accept service on behalf of a foreign limited liability partnership in India; or ( c ) the principal place of business of foreign limited liability partnership in India, the foreign limited liability partnership shall file in Form 29 such alterations with the Registrar within thirty days from the date on which the alteration was made or occurred. (4) Every foreign limited liability partnership shall file with the Registrar the Statement of Account and Solvency in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to file any document to the Registrar shall cease, provided it has no other place of business in India and it has filed all the documents due for filing as on the date of the notice. (9) Every document which is required to be filed by any foreign limited liability partnership shall be filed in the electronic form to the Registrar having jurisdiction over New Delhi, through the portal maintained by the Ministry of Corporate Affairs on its website www.mca.gov.in. (10) The Registrar shall, on registration of Form 27 , issue a certificate for establishment of place of business in India by the foreign limited liability partnership in Form 30 . (11) There shall be paid to Registrar for filing or delivery or registering any form or document required by this Chapter the fee as mentioned in Annexure A . CHAPTER XII COMPROMISE, ARRANGEMENT OR RECONSTRUCTION OF LIMITED LIABILITY PARTNERSHIPS 35 . (1) An application under sub-section (1) of section 60 for an order convening a meeting of creditors or partners or creditors and partners shall be supported by an affidavit. A copy of the proposed compromise or arrangement shall be annexed to the affidavit as an exhibit the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iability partnership at its registered office not later than 48 hours before the meeting. (5) The notice of the meeting to be given to the creditors and/or partners, shall be in accordance with the rule laid down in this behalf, and shall be sent to them individually by the chairman appointed for the meeting, or, if the Tribunal so directs, by the limited liability partnership (or its Liquidator), or any other person as the Tribunal may direct, by post under certificate of posting to their last known address not less than 21 clear days before the date fixed for the meeting. It shall be accompanied by a copy of the proposed compromise or arrangement along with statement showing material interest of the designated partners, if any, and a form of proxy. (6) The notice of the meeting shall be advertised, if so decided by the Tribunal, in such newspapers and in such manner as the Tribunal may direct. (7) Every creditor or partner entitled to attend the meeting shall be furnished by the limited liability partnership, free of charge and within 48 hours of a requisition made for the same, with a copy of the proposed compromise or arrangement. (8) The chairman appointed for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the chairman as to the result of the meeting made under sub-rule (9) shall be placed for consideration before the Tribunal for such orders as may be necessary. (11) An order made by the Tribunal as mentioned in sub-section (3) of section 60 and sub-section (3) of section 62 shall be filed with Registrar concerned in Form 22 along with fee as mentioned in Annexure A . Explanation.- In computing the period of 30 days from the date of order, the requisite time for obtaining a certified copy of order shall be excluded. (12) ( i ) An arrangement for revival and rehabilitation of any LLP may be proposed,- ( a ) where on a demand by the creditors of the LLP representing fifty per cent or more of its outstanding amount of debt the LLP has failed to pay the debt, within thirty days of the service of the notice of demand or to secure or compound it to the reasonable satisfaction of the creditors; or ( b ) where a petition for winding up of a LLP is pending before the Tribunal, in terms of the directions given by the Tribunal on the winding up petition; or ( c ) where the liquidator has filed his report before the Tribunal, in terms of directions given by t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ailable, if the Tribunal is satisfied that the creditors representing three-fourths in value of the amount outstanding against that LLP have, with or without modification of the scheme, resolved that it is not possible to revive and rehabilitate the LLP, the Tribunal may, within 60 days of the receipt of such report, order- ( a ) that the proceedings for the winding up of the LLP be initiated; or ( b ) the LLP be wound up, or the liquidator to continue; or ( c ) sanction the arrangement for revival and rehabilitation of LLP as approved by such creditors with such modifications as may be considered necessary by the Tribunal, and make orders for continuation of the LLP Administrator or appointment of a new LLP Administrator : Provided that Tribunal may consider for its approval, the arrangement for revival and rehabilitation including the proposal for appointment of any other LLP Administrator moved by the LLP in the meeting of the creditors, in place of the arrangement proposed by the creditors or the Liquidator, provided the arrangement is approved by three-fourth majority, in value, of creditors. Provided further that where the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thereunder, shall be filed in computer readable electronic form, in portable document format (pdf) to the Registrar through the portal maintained by the Ministry of Corporate Affairs on its website www.mca.gov.in or through any other website approved by the Central Government and authenticated by a partner or designated partner of the limited liability partnership for such purpose by the use of a valid digital signature: Provided that where documents are required to be filed on Non-Judicial Stamp Paper, the LLP shall submit such documents in the physical form, in addition to their submission in electronic form, unless the Central Government, by an order, does not require submission in physical form. ( ii ) Every designated partner, partner or person specified in the Act for authentication of e-form, documents or application etc., which are required to be filed or delivered under the Act or rules made thereunder, shall obtain a digital signature certificate from the Certifying Authority for the purpose of such authentication and such certificate shall not be valid unless it is of class II or Class III specification under the Information Technology Act, 2000. (2) The Cent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the case may be: Provided that the e-Forms or documents identified as informatory in nature and filed under Straight Through Process (STP) may be examined by the Registrar any time after its filing. (6) Where the Registrar, on examining any application or e-Form or document referred to in sub-rule (5), finds it necessary to call further information or finds such application or e-Form or document to be defective or incomplete in any respect, he shall give intimation of such information called for or defects or incompleteness noticed electronically, by placing it on the website and also by e-mail on the last intimated e-mail address of the person or the limited liability partnership, which has filed such application or e-Form or document, directing him or it to furnish such information or to rectify such defects or incompleteness or to re-submit such application or e-Form or document within the period allowed under sub-rule (7): Provided that in case the e-mail address of the person or the Limited Liability Partnership in question is not available, such intimation shall be given by the Registrar by post at the last intimated address given in Form 12 , or registered off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Form or document afresh with fee and additional fee as applicable, after rectifying such defects or incompleteness within a period of thirty days from the date of such notice. CHAPTER XIV STRIKING OFF NAME OF DEFUNCT LLP 37. (1) Where a limited liability partnership is not carrying on any business or operation- ( a ) for a period of two years or more and the Registrar has reasonable cause to believe the same, for the purpose of taking suo motu action for striking off the name of the LLP; or ( b ) for a period of one year or more and has made an application in Form 24 to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register, the Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice: Provided that no such notice by Registrar shall be required under clause ( b ): Provided further t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... btaining a certified copy of order shall be excluded. CHAPTER XV CONVERSION FROM FIRM TO LIMITED LIABILITY PARTNERSHIP 38. (1) For the purposes of the Second Schedule, an application shall be made in the format provided in Part A of Form 17 together with the statement of partners in format provided in Part B of Form 17 along with the fee as mentioned in Annexure A . (2) The Registrar shall, on conversion of the firm into the limited liability partnership shall issue a certificate of registration under his seal in Form 19 . (3) For the purposes of para 5 of the Second Schedule, the limited liability partnership shall inform the concerned Registrar of firms about conversion of firm into limited liability partnership in Form 14 . CHAPTER XVI CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITY PARTNERSHIP 39. (1) For the purposes of the Third Schedule, an application shall be made in the format provided in Part A of Form 18 together with the statement of shareholders in format provided in Part B of Form 18 along with the fee as mentioned in Annexure A . (2) The Registrar shall, on conversion of any private company into limited liabili ..... X X X X Extracts X X X X X X X X Extracts X X X X
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