MCA issues LLP(Second Amendment) Rules, 2022 amending Forms such as RUN LLP, FiLLiP and others; yet to be published in the official gazette
The Ministry of Corporate Affairs (MCA) with the aim to facilitate ease of doing business has issued the Limited Liability Partnership (Second Amendment) Rules, 2022 which is yet to be published in the Gazette of India.
| Limited Liability Partnership Rules, 2009 | Limited Liability Partnership (Second Amendment) Rules, 2022 | Implication |
| 11(1) For the purposes of section 11, the incorporation document shall be filed in Form FiLLiP with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated alongwith fee as provided in Annexure ‘A’:
Provided that if an individual required to be appointed as designated partner does not have a DPIN or DIN, application for allotment of DPIN shall be made in Form FiLLiP :
Provided further that the application for allotment of DPIN shall not be made by more than two individuals in Form FiLLiP:
Provided also that an application for reservation of name may be made through Form FiLLiP:
Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-LLP and which has been approved, he may fill the reserved name as the proposed name of limited liability partnership. |
11(1) For the purposes of section 11, the incorporation document shall be filed in Form FiLLiP with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated alongwith fee as provided in Annexure ‘A’:
Provided that if an individual required to be appointed as designated partner does not have a DPIN or DIN, application for allotment of DPIN shall be made in Form FiLLiP :
Provided further that the application for allotment of DPIN shall not be made by more than five two individuals in Form FiLLiP:
Provided also that an application for reservation of name may be made through Form FiLLiP:
Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-LLP and which has been approved, he may fill the reserved name as the proposed name of limited liability partnership. |
The Amendment extends the number of DINs that can be applied at the time of incorporation through Form FiLLiP from two to five. |
| 11(3) The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16. | 11(3) The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16 and shall mention Permanent Account Number and tax Deduction Account Number issued by the Income tax Department. | The Registrar must allot PAN & TAN along with the Certificate of Incorporation in FORM 16; |
| 19(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.
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19(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.
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In the event application is made to an LLP to change its name, the person making the application no longer needs to specify the authority under which he is making such an application. |
| 24(6) A limited liability partnership’s Statement of Account and Solvency shall be signed on behalf of the limited liability partnership by its designated partners. | 24(6) A limited liability partnership’s Statement of Account and Solvency shall be signed on behalf of the limited liability partnership by its designated partners.
Statement of Account and Solvency shall be signed on behalf of the limited liability partnership by its designated partners. Where the corporate insolvency resolution process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or the Limited Liability Partnership Act, 2008 (06 of 2009) has come under liquidation under the said Code, 2016 or the said Act, 2008, the said Statement of Account and Solvency maybe signed on behalf of limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator. |
Statement of Accounts and Solvency can now be signed on behalf of the LLP by its Designated Partners.
However, where the Corporate Insolvency Resolution Process has been initiated against the LLP and it has come under liquidation then the Statement of Account and Solvency may be signed on behalf of the LLP by Interim Resolution Professional or Resolution Professional or Liquidator or Administrator of LLP.
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| 25(2) The annual return of an LLP having 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. | 25(2) The annual return of an LLP having 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.
Provided that where the corporate insolvency resolution process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or Limited Liability Partnership Act, 2008 (06 of 2009) having turnover upto five crore rupees during the corresponding financial year or contribution upto fifty lakh rupees has come under liquidation under the said Code, 2016 or the said Act, 2008, the said annual return maybe signed on behalf of limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator and no certification by a designated partner shall be required. |
In the event the Corporate Insolvency Resolution Process has been initiated against the LLP and they have a turnover upto Rs.5 Crore during the corresponding financial year or contribution upto Rs.50 Lakhs has come under liquidation, then the Annual Return may be signed on behalf of LLP by Interim Resolution Professional or Resolution Professional or Liquidator or Administrator of LLP and no certification of the Designated Partner is required. |
| 34 (3) (ii) If any alteration is made or occurs in …. (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. | 34 (3) (ii) If any alteration is made or occurs in …..
(c) the principal place of business of foreign Limited Liability Partnership in India, the foreign Limited Liability Partnership shall file in Form 28 Form 29 such alterations with the Registrar within thirty days from the date on which the alteration was made or occurred. |
The Form for Foreign LLPs to file for alterations in the principle place of business has changed from Form 29 to Form 28. Form 29 has now been omitted. |
| 34 (8) If any foreign Limited Liability Partnership ceases to have a place of business in India, it shall give notice to the Registrar in Form 29 within 30 days of its intention to close the place of business and as from the date on which notice is so given, the obligation of the limited liability partnership 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. | 34 (8) If any foreign Limited Liability Partnership ceases to have a place of business in India, it shall give notice to the Registrar in Form 28 Form 29 within 30 days of its intention to close the place of business and as from the date on which notice is so given, the obligation of the limited liability partnership 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. | The Form for Foreign LLPs to give notice when they cease to have a place of business has changed from Form 29 to Form 28. Form 29 has now been omitted. |
| 36 (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):
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36 (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) in Form 32:
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The Amendment has prescribed that the Registrar must submit Form 32 when the application received is defective or incomplete and additional information is sought from the applicant. |
| 37 (1A) (II) enclose along with Form 24,-
(a) a statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24; |
37 (1A) (II) enclose along with furnish in Form 24,-
(a) a statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24; |
The Amendment has prescribed the details that must be furnished in Form 24 for striking off name. |
The following forms have also been amended Run LLP, FiLLiP, Form 3, Form 4, Form 5, Form 8, Form 9, Form 11, Form 12, Form 15, Form 16, Form 17, Form 18, Form 19, Form 22, Form 23, Form 24, Form 25, Form 27, Form 28, Form 31 and Form 32 while Form 29 has been omitted.
