Limited Liability Partnership Rules Notified.

[BENOY G]

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[Published in the Gazette of India, Extraordinary Part II, section 3,
sub-section (i)]
Ministry of Corporate Affairs
Notification
New Delhi, 1st April, 2009
G.S.R. 229 (E).- In exercise of the powers conferred by sub-sections
(1)
and (2) of section 79 of the Limited Liability Partnership Act, 2008
(6 of
2009), the Central Government hereby makes the following rules,
namely :-
CHAPTER I
PRELIMINARY
1. Short title and commencement.
(1) These rules may be called the Limited Liability Partnership
Rules, 2009.
(2) (a) Rules 1 to 31, rules 34 to 37 and rule 41 of these rules shall
come into force on the 1st day of April, 2009;
(b) rules 32 and 33, and rules 38 to 40 of these rules shall come
into force on such date as the Central Government may, by
notification in the Official Gazette, appoint.
2. Definitions.
(1) In these rules, unless the context otherwise requires,-
(i) “Act” means the Limited Liability Partnership Act,
2008 (6 of 2009);
(ii) “Annexure” means Annexure to these rules;
(iii) “Certifying Authority” means a person who has
been granted a license to issue a Digital Signature
Certificate under section 24 of the Information
Technology 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.
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(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 form;
(ix) “Electronic mail (E-mail)” means message sent,
received or forwarded in digital form via a computerbased
communication mechanism;
(x) ‘Officer’ includes any partner, designated partner,
employee of the LLP, any person in accordance with
whose directions or instructions the partners of the
LLP have been accustomed to act and any person
authorized to accept any service on behalf of a
foreign Limited Liability Partnership and partners of
such foreign Limited Liability Partnership;
(xi) "Pre-fill" means the automated process of data input
by the computer system from the database maintained
in electronic registry;
(xii) "Provisional Designated Partner Identification
Number" refers to the provisional identification
number generated by the electronic system setup by
the Ministry of Corporate Affairs;
(xiii) “Registrar” means a Registrar as defined under clause
(s) of sub-section (1) of section 2 of the Act;
(xiv) “Registrar’s Front Office” means an office
maintained by the Central Government or an agency
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authorized by it to facilitate e-filing of documents
into the electronic registry and their inspection and
viewing;
(xv) ‘section’ means section of the Act;
(xvi) “website” means a location connected to the internet
that maintains one or more web pages;
(2) Words and expressions used in these rules and not defined shall
have
the meaning respectively assigned to them in the Limited Liability
Partnership Act, 2008 (6 of 2009) and the Information Technology Act,
2000 (21 of 2000).
3. Forms.
(1) Every LLP shall use the forms annexed to these rules for the
purposes of the Act.
(2) Every LLP shall specify therein its limited liability partnership
identification number (LLPIN).
4. Authentication of electronic forms.
The electronic form shall be authenticated by authorized
signatories using digital signatures, as defined under the
Information Technology Act, 2000 (21 of 2000).
5. Fees.
(1) The fees payable in pursuance of the various provisions of the
Act and these rules shall be as mentioned in Annexure ‘A’.
(2) The fees payable in pursuance of the Act or any rule made or
notification issued thereunder shall be paid into the Public Account
of
India:
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Provided that the fees payable to the Registrar may be paid also
through postal orders (where the amount involved does 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 partnership in Form 9.
8. For the purposes of sub-section (4) of section 7, the particulars
of an individual who has given his consent to act as designated
partner shall be filed in Form 4 along with fee as mentioned in
Annexure ‘A’.
9. (1) A person shall not be capable of being appointed as a
designated partner of a limited liability partnership, if he –
(a) has at any time within the preceding five years been
adjudged insolvent; or
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(b) suspends, or has at any time within the preceding five
years suspended payment to his creditors and has not at any time
within the preceding five years made, a composition with them;
or
(c) has been convicted by a Court for any offence involving
moral turpitude and sentenced in respect thereof to imprisonment
for not less than six months; or
(d) has been convicted by a Court for an offence involving
section 30 of the Act.
(2) The Central Government may, by notification in the Official
Gazette, remove the disqualification incurred by any person by
virtue of clauses (a) or (b) of sub-rule (1), either generally or in
relation to any limited liability partnership or limited liability
partnerships specified in the notification.
CHAPTER III
DESIGNATED PARTNER’S IDENTIFICATION NUMBER
10(1) Every individual or nominee of a body corporate, who is
intending to be appointed as designated partner of a limited
liability partnership shall make an application electronically in
Form 7 to the Central Government for obtaining Designated
Partner Identification Number (DPIN).
(2) The Central Government shall provide an electronic system to
facilitate submission of application for the allotment of DPIN
through a portal on the website of the Ministry of Corporate
Affairs.
(3) The applicant shall access the Form 7 from the portal, fill-in the
required particulars sought therein and use 'submit' function
provided therein upon which the system will electronically
generate and indicate in the space provided a Provisional DPIN.
(4) A provisional DPIN generated online under sub-rule (3) by the
applicant will remain valid for a period of sixty days from the
date on which it was generated.
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(5) (i) The applicant shall, after the allotment of provisional DPIN,
submit an application to the Central Government along with the
fee as mentioned in Annexure ‘A’ for the allotment 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, within a period of one
month from the receipt of such application:
(7) The DPIN so allotted is valid for the life time of such applicant
and shall not be allotted to any other person in any case.
(8) Every designated partner shall intimate his consent to become a
designated partner to the limited liability partnership and DPIN in
Form 9 and the LLP shall intimate such DPIN to Registrar in
Form 4.
(9) (a) (i) Every designated partner, who has been allotted a DPIN
under
these rules shall, in the event of any change in his particulars as
stated in Form 7 under sub-rule (5), intimate such change(s) to
the Central Government within a period of 30 days of such
change(s) in Form 10:
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(ii) The concerned designated partner shall also intimate such
changes to the limited liability partnership or limited liability
partnership(s) on which he is a designated partner within 30 days
of such changes.
(b) The designated partners shall fill-in the relevant change(s) in
prescribed Form 10, enclose a copy of the proof of the changed
particulars duly certified in the manner specified in clause (ii) of
sub-rule (5), affix signature at the place specified, and file the
same to the Central Government. There shall be no fee for
intimating the changes in particulars in Form 10.
(10) The Central Government, after being satisfied, through
verification of such changed particulars from the enclosed copy
of proof, shall incorporate the said change and inform the
designated partner by way of a letter issued by post or
electronically or in any other mode confirming the effect of such
change in the electronic database maintained by the Ministry of
Corporate Affairs.
CHAPTER IV
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP
11. For the purposes of section 11, the incorporation document shall
be filed in Form 2 with the Registrar having jurisdiction over the
State in which the registered office of the limited liability
partnership is to be situated alongwith the fee as provided in
Annexure ‘A’.
12. In case of foreign nationals residing outside India in countries
signatory to the Hague Apostile Convention, 1961 and seeking to
register a LLP in India, their signatures and address on the
incorporation documents and proof of identity, where required,
shall be notarized before the notary of the country of their origin
and be duly apostillised 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.
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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 respectively;
(B) posting on an electronic message board or network
that the partnership or the partner or the designated
partner has designated for those communications,
and which transmission shall be validly delivered
upon the posting, or
(C) other means of electronic communication
as to which the LLP or the partner or the designated partner has
placed in effect reasonable measures to verify that the sender is
the person purporting to send the transmission, and
(b) that creates a record that is capable of retention, retrieval
and review, and that may thereafter be rendered into
clearly legible tangible form.
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(ii) Courier means a document sent through a courier which
provides the proof of delivery.
16. (1) A limited liability partnership shall give an address for
service of documents within the jurisdiction of the
Registrar where its registered office is situate. Such
address shall include the postal code and e-mail address.
(2) The limited liability partnership, may, in addition to the
registered office address, declare any other address as its
address for service of documents, under sub-section (2) of
section 13, in the manner as laid down in the limited
liability partnership agreement. Where the limited liability
partnership agreement does not provide for such manner,
consent of all partners shall be required for declaring any
other address as the address for service of documents.
(3) The intimation of other address for service of documents
to LLP shall be given to the Registrar in Form 12, within
thirty days of complying with the requirements of sub-rule
(2) above along with the fee as mentioned in Annexure
‘A’.
(4) The effective date for the service of documents to LLP at
the other address declared by the LLP cannot be prior to
the date of filing of document under sub rule (3).
17 (1) The limited liability partnership may change its registered
office from one place to another by following the
procedure as laid down in the limited liability partnership
agreement. Where the limited liability partnership
agreement does not provide for such procedure, consent of
all partners shall be required for changing the place of
registered office of limited liability partnership to another
place:
Provided that where the change in place of registered
office 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
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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
any notice with Registrar, in a daily newspaper published
in English and in the principal language of the district in
which the registered office of the limited liability
partnership is situated and circulating in that district giving
notice of change of registered office.
(5) Where the change in place of registered office is from one
place to another place within the state from the jurisdiction
of one Registrar to the jurisdiction of another Registrar or
from one state to another state, the limited liability
partnership shall file the notice in Form 15 with the
Registrar from where the limited liability partnership
proposes to shift its registered office with a copy thereof
for the information to the Registrar under whose
jurisdiction the registered office is proposed to be shifted.
18 (1) The name of the limited liability partnership shall not be one
prohibited under the Emblems and Names (Prevention of Improper Use)
Act, 1950.
(2) A name shall not generally be reserved, if -
(i) it includes any word or words which are offensive
to any section of the people;
(ii) the proposed name is the exact Hindi or English
translation of the name of an existing limited
liability partnership in English or Hindi, as the case
may be;
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(iii) the proposed name has a close phonetic
resemblance to the name of a LLP in existence, for
example, J.K. LLP., Jay Kay LLP;
(iv) it includes the word Co-operative, Sahakari or the
equivalent of word 'co-operative' in the regional
languages of the country;
(v) it connotes the participation or patronage of the
Central or State Government, unless circumstances
justify to, e.g., a name may be deemed undesirable
in certain context if it includes any of the words
such as National, Union, Central, Federal,
Republic, President, Rashtrapati, etc;
(vi) the proposed name contains the words 'British
India';
(vii) the proposed name implies association or
connection with any Embassy or Consulate or of a
foreign government which suggests connection
with local authorities such as Municipal,
Panchayat, Zila Parishad or any other body
connected with the Union or State Government;
(viii) the proposed name is vague like D.I.M.O. Limited
liability partnership or I.V.N.R. Limited liability
partnership or S.S.R.P Limited liability partnership;
(ix) it is different from the name 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
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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
activities which would be beyond the resources at
its disposal;
(xv) the proposed name includes words like French,
British, German etc., unless the partners satisfy that
there is some form of collaboration and connection
with the foreigners of that particular country or
place, the name of which is incorporated in the
name;
(xvi) the proposed name of limited liability partnership
includes the words company secretary, chartered
accountant, advocates or such similar words as
indicative of a profession, as part of the proposed
name, the same shall be allowed only after obtaining
approval from the Council governing such profession
or such authority as may be nominated by the Central
Government, in this behalf.
(3) A foreign LLP or a foreign company may on payment of fee
as mentioned in Annexure ‘A’, apply in Form 25 to the
Registrar for reserving its existing name by which it is
registered in the country of its regulation or incorporation:
Provided that such reservation shall be valid for three years
but may be renewed on a fresh application along with
payment of fee as provided in Annexure ‘A’.
(4) An application for reservation of name with which the
proposed limited liability partnership is to be registered or
for change of name, as the case may be, shall be made to the
Registrar having jurisdiction where the registered office of
the limited liability partnership is to be situate.
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(5) Every such application shall be in Form 1 and be
accompanied by fee as mentioned in Annexure ‘A’ and the
Registrar shall inform to the applicant for reservation or non
reservation of the changed name or the name with which the
proposed LLP is to be registered ordinarily within seven
days of the receipt of application.
(6) Where the Registrar informs applicant about reservation of
name with which the LLP is to be registered or changed
name, as the case may be, such name shall be available for
reservation for a period of three months from the date of
intimation by the Registrar.
19 (1) A limited liability partnership or a body corporate or any
other entity which already has a name which is similar to or
which too nearly resembles the name of a limited liability
partnership incorporated subsequently, may apply to the
Registrar in Form 23 to give a direction to that limited
liability partnership incorporated subsequently to change its
name.
(2) The 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;
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(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 name of the limited
liability partnership.
(2) Notice of change of name shall be given to the Registrar in Form
5, within 30 days of complying with requirement of sub-rule (1),
along with a fee as mentioned in Annexure ‘A’.
(3) The Registrar on being satisfied that the changed name is the one
as reserved by him shall issue a fresh certificate of incorporation
in the new name and the changed name shall be effective from the
date of such certificate.
CHAPTER V
Partners and their relations
21 (1) For the purposes of sub-section (2) of section 23, every
limited
liability partnership shall file information with regard to the
limited liability partnership agreement in Form 3 with the
Registrar within thirty days of the date of incorporation alongwith
the fee as provided in Annexure ‘A’:
Provided that any change made in the limited liability
partnership agreement shall be filed in Form 3 within thirty days
of such change alongwith the fee as provided in Annexure ‘A’.
(2) For the purposes of sub-section (3) of section 23, every limited
liability partnership shall file information with regard to the
limited liability partnership agreement referred to in such
subsection,
in Form 3 with the Registrar within thirty days of the
ratification by all the partners alongwith the fee as provided in
Annexure ‘A’.
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22 (1) For the purposes of sub-section (1) of section 25, every
partner
shall intimate change in his name or address to the limited
liability partnership in Form 6.
(2) For the purposes of sub-section (2) of section 25, where a person
becomes or ceases to be a partner or where there is any change in
the name or address of a partner, the limited liability partnership
shall file with the Registrar, a notice in Form 4.
(3) For the purposes of sub-section (3) of section 25, in respect of
notice of a person becoming a partner, the Form 4 shall include a
statement signed by the incoming partner that he consents to
become a partner.
(4) The form shall be accompanied by a certificate from a Chartered
Accountant in practice or Cost Accountant in practice or a
Company Secretary in practice that he has verified the particulars
from the books and records of the limited liability partnership and
found them to be true and correct.
(5) The fees to be paid to the registrar in pursuance of sub-section
(3)
of section 25 shall 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 practicing Chartered Accountant or by a practicing
Cost Accountant or by approved valuer from the panel
maintained by the Central Government.
CHAPTER VII
Financial Disclosures
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24 (1) Every limited liability partnership shall keep books of
accounts
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 sums of money received and expended by
the limited liability partnership and the matters in respect
of which the receipt and expenditure takes place;
(b) a record of the assets and liabilities of the limited liability
partnership;
(c) statements of cost of goods purchased, inventories, workin-
progress, finished goods and cost of goods sold; and
(d) any other particulars which the partners may decide.
(3) The books of account which a limited liability partnership is
required
to keep shall be preserved for eight years from the date on which they
are made.
(4) For the purposes of sub-section (3) of section 34, every limited
liability
partnership shall file the Statement of Account and Solvency in Form
8 with the Registrar, within a period of thirty days from the end of
six
months of the financial year to which the Statement of Account and
Solvency relates.
(5) The fees to be paid to the Registrar in pursuance of sub-section
(3) of
section 34 for filing the Statement of Account and Solvency shall be
as
mentioned in Annexure ‘A’.
(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.
(7) The Statement of Account and Solvency of a limited liability
partnership shall be signed by the designated partners of the LLP and
each designated partner shall be taken to be a party to its approval
unless he shows that he took all reasonable steps to prevent their
being
approved and signed.
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(8) The accounts of every limited liability partnership shall be
audited in
accordance with these rules:
Provided that a limited liability partnership whose turnover does not
exceed, in any financial year, forty lakh rupees, or whose
contribution
does not exceed twenty-five lakh rupees shall not be required to get
its
accounts audited:
Provided further that if partners of such limited liability
partnership
decide to get the accounts of such LLP audited, the accounts shall be
audited in accordance with these rules:
Provided also that where the partners of such LLP do not decide for
audit of the accounts of the LLP, such LLP shall include in the
Statement of Account and Solvency a statement by the partners to the
effect that the partners acknowledge their responsibilities for
complying with the requirements of the Act and the 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 the 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.
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(13) An auditor or auditors of an LLP shall hold office in accordance
with
the terms of his or their appointment and shall continue to hold such
office till the period —
(a) the new auditors are appointed, or
(b) they are re-appointed.
(14) Where no auditor has been appointed under sub-rule (11), any
auditor in office shall be deemed to be re-appointed, unless —
(a) the limited liability partnership agreement requires actual
reappointment,
or
(b) the majority of partners have determined that he should not be
re-appointed and have given a notice to this effect to the LLP.
(15) Provisions of sub-rule (14) shall be applicable without prejudice
to the
provisions of the rules relating to removal and resignation of
auditors
under this chapter.
(16) A notice specified under clause (b) of sub-rule 14 -
(a) may be in hard copy or electronic form, and
(b) must be authenticated by the person or persons giving it.
(17) The remuneration of an auditor appointed by the limited liability
partnership may be fixed by the designated partners or by following
the
procedure as laid down in the limited liability partnership agreement.
(18) (a) The partners of a limited liability partnership may remove an
auditor
from office at any time by following the procedure as laid down in the
limited liability partnership agreement.
(b) Where the limited liability partnership agreement does not provide
for
removal of an auditor, consent of all the partners shall be required
for
removal of the auditor from his office.
(19) (a) An auditor of an LLP may resign his office by depositing a
notice in
writing to that effect at the LLP’s registered office.
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(b) Where an auditor is unwilling to be re-appointed, he shall give a
notice in
writing to that effect at the LLP’s registered office, not less than
14 days
before the end of the time allowed for appointing the new auditor.
(c) The notice under clause (a) or (b) is not effective unless it is
accompanied
by the statement of the circumstances connected with his ceasing to
hold
office.
(d) The auditor’s term comes to an end as on the date on which the
notice is
deposited or on such later date as may be specified in the notice.
25 (1) For the purposes of sub section (1) of section 35, every
limited liability
partnership shall file an annual return with the Registrar in Form 11.
(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.
(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
Registrar may be destroyed after the expiry of the period of their
preservation as specified below:-
20
(a) Records to be preserved for 21 years:
All papers, registers, refund orders and correspondence relating to
the limited liability partnership liquidation accounts.
(b) Records to be preserved for 5 years:
(i) copies of Government orders relating to limited liability
partnership;
(ii) registered documents of limited liability partnership which
have been fully wound up and finally dissolved together
with correspondence relating to such limited liability
partnership;
(iii) papers relating to legal proceedings from the date of
disposal of the case and appeal, if any;
(iv) copies of statistical returns furnished to Government;
(v) all correspondences including correspondences relating to
scrutiny of accounts, annual returns, prosecutions, reports
to the Central Government and the Tribunal and the
correspondences relating to complaints:
Provided that in case of prosecution matter, the date is to
be recorded from the date of disposal of the case and
appeal, if any.
(c) Records to be preserved for three years-
(i) All books, records and papers, other than those specified
in sub-rule (1), clauses (a) and (b) of sub-rule (2), sub-rule
(3) and sub-rule (4).
(ii) Routine correspondence regarding payment of fees,
additional filing fees and correspondence about the return
of documents.
(3) The registered documents specified in Annexure ‘C’ to these rules
relating to any limited liability partnership in operation shall be
preserved for the period indicated against them in the said Annexure.
(4) Registered documents of foreign limited liability partnerships
which
cease to have any place of business in India shall be destroyed after
expiry of three years from the date such limited liability
partnerships
cease to have any place of business in India.
21
(5) The Registrar shall maintain a Register of destroyed documents in
two
parts, in the form set out in the Annexure ‘D’ to these rules, wherein
he
shall enter brief particulars of the records destroyed and shall
certify
therein the date and mode of destruction.
(6) The provisions of these rules shall be in addition to and not in
derogation of the rules for the destruction of office records
connected
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.)
[as stated in the Statement of Account
of Solvency for the immediately
preceding financial year]
Amount of Security
(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 Account and Solvency for
the preceding financial year, such amount of security as may be fixed
by the Central Government.
29. For the purposes of section 44, an application by the partners
under
clause (a) of sub section (1) of section 43 to investigate the affairs
of
22
the limited liability partnership, shall be made alongwith the deposit
of
such security as calculated in the manner specified in rule 28.
30. The fee payable for furnishing a copy of the Inspector’s report in
pursuance of clause (b), sub section (2), section 49 shall be five
rupees
per page or fractional part thereof.
31. For the purposes of section 54, a copy of the report of any
inspector or
inspectors, shall be authenticated either –
(a) by the common seal, if any, of the limited liability
partnership whose affairs have been investigated into; or
(b) by a certificate of a public officer having the custody of the
report, under and in accordance with the provisions of
section 76 of the Indian Evidence Act, 1872 (1 of 1872).
CHAPTER X
CONVERSION TO LIMITED LIABILITY PARTNERSHIP
32 (1) The Registrar shall, on conversion of a firm, private company
or an
unlisted public company into limited liability partnership, issue a
Certificate of Registration under his seal in Form 19.
(2) In the event, Registrar has refused the registration, the
applicant firm
or private company or unlisted public company, as the case may be, may
apply to the Tribunal within sixty days from the date of receipt of
such
intimation of refusal.
33. For the purposes of the proviso to sub-section (1) of section 58,
where
the firm, private company or unlisted public company has been
converted into limited liability partnership, an intimation of such
conversion to the concerned Registrar of firms or Registrar of
Companies, as the case may be, shall be given in Form 14 within
fifteen days of the date of registration of the LLP.
CHAPTER XI
FOREIGN LIMITED LIABILITY PARTNERSHIP
34(1) A foreign limited liability partnership shall, within thirty
days of
establishing a place of business in India, file with the Registrar in
Form
27 —
23
(a) a copy of the certificate of incorporation or registration
and other instrument(s) constituting or defining the
constitution of the limited liability partnership;
(b) the full address of the registered or 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 outside the Commonwealth but is a party to the Hague
Apostile Convention, 1961 -
(a) the copies of the documents referred to in sub-rule (1)
shall be certified by an official of the Government to
whose custody the original is committed and be duly
apostillised in accordance with Hague Convention;
(b) a list of the partners and designated partners of the LLP,
if any, the name and address of persons resident in India,
authorized to accept notice on behalf of the Limited
Liability Partnership shall be duly notarized and be
apostillised in the country of their origin in accordance
with Hague Convention.
24
(iii) If the limited liability partnership is incorporated in a
country
outside the Commonwealth and is not a party to the Hague Convention,
the copy of the incorporation documents referred in sub-rule (1) shall
be
certified -
(a) by an official of the Government to whose custody
the original is committed ; or
(b) a Notary (Public) of such country ; or
(c) by an officer of the limited liability partnership.
(iv) The signature or seal of the official referred to in sub-clause
(a) of
clause (iii) or the certificate of the Notary (Public) referred to in
subclause
(b) of that clause shall be authenticated by a Diplomatic or
Consular Officer empowered in this behalf under section 3 of the
Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of
1948), or where there is no such officer, by any of the officials
mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and
53 Vic. C. 10), or in any Act amending the same.
(v) The certificate of the officer of the limited liability
partnership
referred to in sub-clause (c) of clause (iii) shall be signed before a
person
having authority to administer an oath as provided under section 3 of
the
Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of
1948), or as the case may be, by section 3 of the Commissioners of
Oaths Act, 1889 (52 and 53 Vic, C. 10) the status of the person
administering the oath in the latter case being authenticated by any
official specified in section 6 of the Commissioners of Oaths Act,
1889
(52 and 53 Vic. C. 10) or in any Act amending the same.
(3) (i) If any alteration is made or occurs in—
(a) the instrument constituting or defining the constitution of a
limited liability partnership incorporated 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,
25
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 Form 8 in accordance with
provisions of rule 24 duly signed by the authorized representatives
within a period of 30 days from the end of six months of the financial
year.
(5) (i) If any document as is mentioned in sub-rule (1) or (3) is not
in the
English language, there shall be annexed to it a certified translation
thereof.
(ii) the translation of documents into English required to be filed
with the
Registrar in pursuance of sub-rule (1) or (3) shall be certified to be
correct in the manner as provided in clause (iii) or clause (iv) of
this subrule,
as the case may be.
(iii) Where any translation is made outside India, it shall be
authenticated
in the manner specified in sub-rule (2).
26
(iv) Where such translation is made within India, it shall be
authenticated-
(a) by an Advocate, Chartered Accountant, Company Secretary
or Cost Accountant; or
(b) by an affidavit of a person who, in the opinion of the Registrar
has adequate knowledge of the language of the original and of
English.
(6) Every foreign limited liability partnership shall cause the name
of
the foreign limited liability partnership and of the country in which
the
limited liability partnership is incorporated, to be stated in legible
English characters in all invoices, official correspondence and
publications of the limited liability partnership.
(7) (a) where any such limited liability partnership makes default in
delivering to the Registrar the names and addresses of persons
resident in India who are authorized to accept on behalf of the
limited liability partnership service of process, notices or other
documents; or
(b) if at any time all the persons whose names and addresses have
been so delivered are dead or have ceased so to reside, or refuse to
accept service on behalf of the limited liability partnership or for
any reason, cannot be served;
a document may be served on the limited liability partnership by
leaving
it at, or sending it by post to, any place of business established by
the
limited liability partnership in India.
(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.
(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.
27
(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 thereto. The affidavit in support thereof
shall be in Form 20.
(2) Where the limited liability partnership is not the applicant, a
copy
of the summons and of the affidavit shall be served on the limited
liability partnership, or, where the limited liability partnership is
being wound-up, on its liquidator, not less than 14 days before the
date fixed for the hearing of the summons. The summons shall be
in Form 21.
(3)(a) Upon the hearing of the summons or any adjourned hearing
thereof, the Tribunal shall, by order, unless it thinks fit for any
reason to dismiss the summons, give such directions as it may
think necessary in respect of the following matters:
(i) determining the creditors and/or of partners whose
meeting or meetings have to be held for
considering the proposed compromise or
arrangement;
(ii) fixing the time and place of such meeting or
meetings;
(iii) appointing a chairman for the meeting or chairmen
for the meetings to be held;
28
(iv) fixing the quorum and the procedure to be followed
at the meeting or meetings, including voting by
proxy;
(v) determining the values of the creditors and/or the
partners, , as the case may be, whose meetings have
to be held;
(vi) notice to be given of the meeting or meetings and
the advertisement, if any, of such notice;
(vii) the time within which the chairman of the meeting
is to report to the Tribunal the result of the
meeting; and
(viii) such other matters as the Tribunal may deem
necessary.
(b) The order made under clause (a) shall be in accordance with
the rules as may be laid down in this behalf.
(4) (i) Voting by proxy shall be permitted, provided a proxy in
Form 26 duly signed by the person entitled to attend and vote at
the meeting is filed with the limited liability partnership at its
registered office not later than 48 hours before the meeting.
(ii) Where a body corporate which is a partner or creditor of a
limited liability partnership, authorizes any person to act as its
representative at the meeting of the partners or creditors of the
limited liability partnership, as the case may be, a copy of the
authorization of such person to act as its representative at the
meeting, and certified to be a true copy by a designated partner or
other authorised officer of such body corporate, shall be lodged
with the limited liability 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 alongwith statement showing
material interest of the designated partners, if any, and a form of
proxy.
29
(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 meeting or the limited liability
partnership or other person directed to issue the advertisement and
the notices of the meeting shall file an affidavit not less than 7
days
before the date fixed for the holding of the meeting or the holding
of the first of the meetings, as the case may be, showing that the
directions regarding the issue of notices and the advertisement have
been duly complied with. In default thereof, the summons shall be
posted before the Tribunal for such orders as it may think fit to
make.
(9) The chairman of the meeting, or where there are separate meetings,
the chairman of each meeting shall, within the time fixed by the
Tribunal, or where no time has been fixed, within seven days after
the conclusion of the meeting, report the result thereof to the
Tribunal. The report shall state accurately the number of creditors
or the partners, as the case may be, who were present and who
voted at the meeting either in person or by proxy, their individual
values and the way they voted.
(10) (i) Where the proposed compromise or arrangement is agreed to,
with or without modification, as provided in sub-section (2) of
section
60, the limited liability partnership, or its Liquidator, as the case
may be,
shall, within seven days of the filing of the report by the chairman,
present a petition to the Tribunal for confirmation of the compromise
or
arrangement:
Provided that where a compromise or arrangement is proposed for
the purposes of, or in connection with, a scheme for the
reconstruction of any limited liability partnership or the
amalgamation of any two or more limited liability partnerships, the
petitioner shall pray for appropriate orders and directions under
section 62.
30
(ii) Where the limited liability partnership fails to present the
petition
under clause (i) for confirmation of the compromise or arrangement as
aforesaid, it shall be open to any creditor or partner as the case may
be,
with the leave of the Tribunal, to present the petition for
confirmation
and the limited liability partnership shall be liable for the costs
thereof.
(iii) Where no petition for confirmation of the compromise or
arrangement is presented to, or where the compromise or arrangement
has not been approved by the requisite majority under sub-section (2)
of
section 60 and consequently no petition for confirmation could be
presented, the report of 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 the Tribunal
on the report of the Liquidator.
(ii) Without prejudice to clause (i), the LLP or any creditor or
partner of the LLP, or in the case of a LLP which is being
wound up, the Liquidator, may make an application for sanction
31
of the arrangement for revival and rehabilitation before the
Tribunal.
(13) (i) An application under sub-rule (12) shall be accompanied
by-
(a) a statement of account and solvency of LLP for the
immediately preceding financial year, in case the
application under sub-rule (12) is made by the LLP;
(b) particulars and documents relevant to the scheme
including commitments whether financial or otherwise
expected from various parties or, proposed
restructuring or rescheduling of the debts, or any
undertaking or understanding, in case from bank or
financial institution through a letter or in any other
case through an affidavit of concerned party or parties,
or in any other form as may be directed by the
Tribunal; and
(c) proposed scheme of revival and rehabilitation of the
LLP including proposal for appointment of an LLP
Administrator.
(ii) An application under sub- rule (12) shall be made to the
Tribunal within 90 days from the date of expiry of demand
notice or from the date of the direction of the Tribunal
referred to under clause (i) of sub-rule 12.
(14) (a) Within 60 days of receipt of an application under sub-rule
(12), the Tribunal may hear all the parties concerned and admit or
dismiss the application;
(b) where the Tribunal admits the application, it may make an
order to that effect and make provisions in such order, for all or
any of the following matters:-
(i) holding of meetings of the creditors for approval
of scheme proposed for revival and rehabilitation of LLP;
(ii) procedure to be followed by the LLP Administrator
proposed in the scheme in connection with holding of the
meeting including the appointment of chairman for such
meeting;
32
(iii) any other direction(s) or order(s) as may be considered
necessary.
(c) The LLP Administrator proposed in the scheme shall
submit his preliminary report including the decision of the
meeting to the Tribunal within 60 days of order made under
clause (b) of sub-rule 14.
(15) (i) On consideration of the report of the LLP Administrator under
clause (c) of sub-rule (14), and other materials available, 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 arrangement of revival and
rehabilitation relates to amalgamation of the LLP with any other
LLP, no such scheme shall be sanctioned by the Tribunal unless the
said scheme is approved with, or without modification by threefourth
majority of respective partners of transferor and transferee
LLPs.
(ii) The order of sanction of the arrangement by the Tribunal under
clause (i) may make provisions, for all or any of the following
matters:-
33
(a) powers and functions of the LLP Administrator;
(b) the time period within which various actions proposed in the
arrangement to be completed;
(c) any such direction to the LLP or its officers or to the
creditors, or to the LLP Administrator or to any other
person, as may be considered necessary, for the purpose of
implementation of the arrangement of revival and
rehabilitation; and
(d) any other order or orders as may be considered necessary.
(16) The LLP Administrator shall complete all the actions relating to
implementation of the revival and rehabilitation arrangement and
submit
his final report before the Tribunal within such time directed by the
Tribunal but not exceeding 180 days of the order under clause (i) of
subrule
(15);
(17) (i) The LLP administrator shall be appointed from a panel
maintained by the Central Government for winding up and dissolution of
LLPs.
(ii) The terms and conditions of the appointment including fee of
LLP Administrator shall be such as may be ordered by the Tribunal.
(iii) The Tribunal may, on a reasonable cause being shown and for
reasons to be recorded in writing, remove the LLP Administrator and
may appoint another LLP Administrator.
(iv) In case of removal, death or incapacity of the LLP Administrator,
the Tribunal may appoint another LLP Administrator.
(v) The LLP administrator shall, within 30 days of the making of order
or orders under sub-rule (15) cause certified copy thereof to be filed
with
the 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.
CHAPTER XIII
34
ELECTRONIC FILING OF DOCUMENTS
36(1) (i) Every form or application or document or declaration
required
to be filed or delivered under the Act and rules made 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 web-site
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 Central Government shall set up and maintain –
(i) a website or portal to provide access to the electronic
registry; and,
(ii) as many Registrar’s Front Offices as may be necessary
and at such places and for such time as Central
Government may determine from time to time.
for filing of e-Forms, documents and applications, etc., viewing and
inspection of documents in the electronic registry.
(3) (i) The Central Government shall set up and maintain a secure
electronic registry in which all the documents filed electronically
shall be stored. The electronic registry so set up shall enable
public access and inspection of such documents as are required to
35
be in the public domain under the Act on payment of the fees as
mentioned in Annexure “A”.
(ii) Every document or application or certificate or notice etc.,
required to be signed by the Registrar or an officer of the Central
Government under the Act or rules made thereunder, shall be
authenticated through a valid digital signature of such person or a
system generated digital signature.
(iii) The Registrar or an officer of the Central Government, as
the case may be, may send any communication either to the
Limited Liability Partnership or its authorized representative,
partners or both in the electronic manner for which the LLP shall
create and maintain at all times a valid electronic address (e.g.
Email,
user Identification etc.) capable of receiving and
acknowledging the receipt of such communication, automated or
otherwise.
(4) The Registrar or an officer of the Central Government shall issue
certificate, receipt, approval or communicate endorsement or
acknowledgement in the electronic manner:
Provided that where the Registrar or an officer of the
Central Government, as the case may be, is not able to issue any
certificate, receipt, endorsement, acknowledgement or approval in
electronic manner for the reasons to be recorded in writing, he
may issue such certificate, receipt, or communicate endorsement,
acknowledgement or approval in the physical form under manual
signature affixing seal of his office.
(5) The Registrar shall examine or cause to be examined every
application or e-Form or document required or authorized to be
filed by or delivered under the Act and rules made thereunder for
approval, registration, taking on record or rectification by the
Registrar as 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
36
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 office address
of the Limited Liability Partnership or the address of such person,
as the case may be,. The Registrar shall preserve the facts of such
intimation in the electronic record.
(7) The Registrar shall allow such period or periods but not
exceeding thirty days in aggregate to such person or LLP which
has filed such application or e-Form or document under sub-rule
(5) for furnishing further information or for rectification of the
defects or incompleteness or for re-submission of such
application or e-Form or document.
(8) In case where such further information called for has not been
provided or has been furnished partially or has not been provided
or defects or incompleteness has not been rectified or has been
rectified partially or has not been rectified to the satisfaction of
the Registrar within the period allowed under sub-rule (7), the
Registrar shall either reject or treat and label such application or
e-Form or document as the case may be as “invalid” in the
electronic record, and shall not take on record such invalid
application or e-Form or document and shall inform such person
or limited liability partnership as the case may be in the manner
specified in sub-rule (6) .
(9) Where any document has been recorded as invalid by the
Registrar, such document may be rectified by the limited liability
partnership only through fresh filing with payment of fee and
additional fee as applicable, without prejudice to any other
liability under the Act.
(10) Save as otherwise provided in the Act, the Registrar shall not
keep any document pending for approval and registration or for
37
taking on record or for rejection or otherwise for more than one
hundred twenty days, from the date of its filing.
(11) The Registrar in case finds any e-Form or document filed under
Straight Through Process (STP), referred to in proviso under subrule
(5), as defective or incomplete in any respect, at any time, he
shall treat and label such e-Form or document as “defective” in
the electronic registry and shall also issue a notice pointing out
such defects or incompleteness in such e-Form or document at
the last intimated e-mail address (if available) of the person or
the LLP which has filed the document and also in writing by post
at the address of such person or address of such LLP or
registered office address of LLP, calling upon such person or LLP
to file such e-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 that where the limited liability partnership is
regulated
under a special law, the application for removal of its name shall be
38
accompanied by approval of the regulatory body constituted or
established under that law.
(2) A notice issued under sub-rule (1) or contents of an application
made by the LLP shall also be placed on the website of the Ministry of
Corporate Affairs for the information of the general public for a
period
of one month.
(3) At the expiry of the time mentioned in the notice under sub-rule
(1), or one month under sub-rule (2) above, the Registrar may, by an
order, unless cause to the contrary is shown by the limited liability
partnership, or the Registrar is satisfied that the name should not be
struck off from the register, strike its name off the register, and
shall
publish notice thereof in the Official Gazette, and on the publication
in
the Official Gazette of this notice, the limited liability partnership
shall
stand dissolved.
(4) The Registrar, before passing an order under sub-rule (3), shall ,
where he has sufficient cause to believe that the limited liability
partnership has any asset or liability, satisfy himself that
sufficient
provision has been made for the realization of all amount due to the
limited liability partnership and for the payment or discharge of its
liabilities and obligations by the limited liability partnership
within a
reasonable time and, if necessary, obtain necessary undertakings from
the designated partner or partner or other persons in charge of the
management of the limited liability partnership:
Provided that notwithstanding the undertakings referred to in this
subrule,
the assets of the limited liability partnership shall be made
available
for the payment or discharge of all its liabilities and obligations
even
after the date of the order removing the name of the limited liability
partnership from the register.
(5) The liability, if any, of every designated partner of the limited
liability partnership dissolved under sub-rule (3), shall continue and
may
be enforced as if the limited liability partnership had not been
dissolved.
(6) Nothing in this rule shall affect the power of the Tribunal to
wind
up a limited liability partnership the name of which has been struck
off
the register.
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.
39
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
alongwith 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 alongwith the fee as mentioned in Annexure ‘A’.
(2) The Registrar shall, on conversion of any private company into
limited liability partnership shall issue a certificate of
registration
under his seal in Form 19.
(3) For the purposes of para 4 of the Third Schedule, the limited
liability partnership shall inform the concerned Registrar of
Companies about conversion of private company into limited
liability partnership in Form 14.
CHAPTER XVII
CONVERSION FROM UNLISTED PUBLIC COMPANY TO LIMITED
LIABILITY PARTNERSHIP
40
40(1) For the purposes of the Fourth 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 alongwith the fee as mentioned in Annexure ‘A’.
(2) The Registrar shall, on conversion of any unlisted public
company into limited liability partnership shall issue a certificate
of registration under his seal in Form 19.
(3) For the purposes of para 5 of the Fourth Schedule, the limited
liability partnership shall inform the concerned Registrar of
Companies about conversion of unlisted public company into
limited liability partnership in Form 14.
CHAPTER-XVIII
COMPOUNDING OF OFFENCES
41 (1) Every application for the compounding of an offence shall be
made in Form 31 to the Registrar who shall forward the same,
together with his comments thereon, to the Central Government.
(2) Where any offence is compounded before the institution of
any prosecution, no prosecution shall be instituted in relation to
such offence, against the offender in relation to whom the offence
is so compounded.
(3) Where the composition of any offence is made after the
institution of any prosecution, such composition shall be brought
by the Registrar in writing, to the notice of the Court in which the
prosecution is pending .
(4)Where any offence is compounded under section 39, whether
before or after the institution of any prosecution, intimation
thereof shall be given by the LLP to the Registrar in Form 22
within seven days from the date on which the offence is so
compounded.
(5) The Central Government while dealing with an application for
the compounding of the offence for a default in compliance with
any provision of the Act which requires a LLP or its partner or
partners or designated partner or designated partners to file or
register with, or send to, the Registrar any return, statement of
account and solvency or other document, may, if it thinks fit to do
41
so, direct, before allowing compounding under this rule, by order,
any partner or designated partner of the LLP to file or register
with, or on payment of the fee, and the additional fee, required to
be paid under section 69, such return, statement of account and
solvency or other document within such time as may be specified
in the order.
42
Form 1
[See rule 18(5)]
Application for reservation or change of name
Note – All fields marked in *are to be mandatorily filled.
1. *Application for □ Incorporating a new limited liability
partnership
(LLP)
□ Changing the name of an existing limited liability
partnership.
Part A: Reservation of name
2. Details of the applicant
(i) (a)* Whether applicant is an Individual as partner □ or nominee of
a
body corporate as a partner □
(b) *Designated Partner Identification Number (DPIN) or Income-tax
permanent account number (PAN) or passport number
(ii) (a) *Name
(b) *Occupation
(c) *Address Line 1
Line II
(d) *City
(e) *State
(f) *Pin code
(g) *ISO Country Code
(h) * Country
43
(i) *e-mail ID
(j) Phone (k) Fax
3. Details of two proposed designated partners (one of them should be
a
resident in India)
(i) *Category (drop down) Individual, LLP, Company, LLP incorporated
outside
India (LIOI), Company incorporated outside India (CIOI).
(ii) *DPIN/Income-tax PAN/passport number; or LLPIN; or corporate
identity
number (CIN); or LIOI registration number; or CIOI registration number
(iii) *Name
(iv) *Name of nominee, in case of body corporate
(v) Details (number/date) of resolution authorizing nominee
(i) *Category (drop down) Individual, LLP, Company, LLP incorporated
outside
India (LIOI), Company incorporated outside India (CIOI).
(ii) *DPIN/Income-tax PAN/passport number; or LLPIN; or corporate
identity
number (CIN); or LIOI registration number; or CIOI registration number
(iii) *Name
(iv) *Name of nominee, in case of body corporate
(v) Details (number/date) of resolution authorizing nominee
4.* Name of the state in which the proposed LLP is to be registered
44
5.* Name of the office of Registrar in which the proposed LLP is to be
situated
6. Whether the application is for conversion of firm or private
company or
unlisted public company into LLP Yes □ No □
If yes, enter the following details
(I) In case of conversion of firm:
(i) Name of the firm
(ii) Whether the firm is registered Yes □ No □
If Yes, enter the following details:
(a) Name of the Statute/law under which firm is registered
(b) Name of the state in which firm is registered
(c) Date of registration DD/MM/YYYY
(d) Registration number
(II) In case of conversion of private company or unlisted public
company
(a) CIN
(b) Name
7. * Proposed business of the Limited Liability Partnership (if the
business
includes banking and stock exchange, a copy of the in-principle
approval of
the appropriate authority should be attached)
8. *Proposed monetary value of contribution (in Rs) in figure
in words
Part B: In case of change of name
9. * LLPIN of limited liability partnership
10. (a) *Name of the limited liability partnership
(b) *Address of registered office of the limited liability partnership
45
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code * *Country
*e-mail ID Phone
Fax
11. * Reasons for change of name
12. *Existing Monetary value of contribution ( in Rs.) (in figure)
(in words)
Part C: Details regarding reservation of name or change of existing
name of LLP
13. Proposed name of the LLP (please give six names in order of
preference)
(a)*
(b)
(c)
(d)
(e)
(f)
14. State the significance of the key or coined word(s), if any; in
the
proposed name(s) (in brief)
(a)
(b)
(c)
(d)
Limited Liability Partnership/LLP
46
(e)
(f)
(In case proposed name includes an activity, such activity should be
reflective of the proposed business of the LLP)
15. (a) * Whether the proposed name(s) is/are based on a registered
trade mark or is
the subject matter of an application pending for registration under
the Trade Marks Act.
(Please Tick ) Yes No
(b) If yes, furnish particulars of trade mark or application
Attachments
1. In case of change of name of an existing limited liability
partnership, a
copy of the decision Attach
2. Copy of Trade Mark Registration/ acknowledgement of application for
Trade Mark Registration / authorization to use Trade Mark Attach
3. If change is due to a direction received from the Central
Government, then
a copy of such direction Attach
4. Optional Attachment Attach
List of attachments
Remove attachment
Verification
To the best of my knowledge and belief, the information given in this
Form and its
attachments is correct and complete, and the proposed name is not
undesirable, identical or
too nearly resembles to that of any other partnership firm or limited
liability partnership or
body corporate or a registered trade mark or a trade mark which is
subject of an application
for registration of any other person under the Trade Marks Act, 1999.
I have gone through the provisions of the Limited Liability
Partnership Act, 2008,
and the rules framed thereunder and
I am authorised by the proposed partners to sign and submit this
application.
OR
I have been authorized by (firm/ private
company/ unlisted public company) to sign and submit this application.
I have been authorised by the Limited Liability Partnership to sign
and submit
this application.
To be digitally signed by applicant.
Date:
47
Place:
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Confirm submission
48
Form 2
[See rule 11]
Incorporation Document and Statement
Note – All fields marked in *are to be mandatorily filled.
PART A
Incorporation Document
1. *Service Request Number (SRN) of Form 1
2. * Name of the limited liability partnership :
3. * State in which the registered office of the limited liability
partnership is to be situated:
4. * Address of registered office of the limited liability partnership
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
Country *e-mail ID
Phone Fax
5. * Business to be carried on by the limited liability partnership:
6. *Summary of Partners/designated partners
SN Category Number
of
Partners
Number of
Designated
partners
Number of designated
partners resident in
India
(i) Individuals
(ii) LLPs
49
(iii) Companies
(iv) LLPs incorporated outside India
(v) Companies incorporated outside
India
Total
7. *Number of individual(s) as partner (Dynamic)
Note: In case individual(s) are more than five, attach details in
respect of
remaining partners in a separate sheet as an attachment.
Details in respect of individual(s). (First, enter details in respect
of
designated partners)
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
*Name :
*Father’s / Husband’s Name :
*Nationality :
*Date of birth :
*Occupation :
*Income-tax permanent account number (PAN):
Passport Number:
*Permanent residential address
*Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
Phone Fax
Email ID
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
Pin ISO Country Code
50
Country Phone
Fax
Email ID
*Form of contribution
*Monetary value of contribution (in Rs.) (in figure)
(in words)
If already a partner of limited liability partnership (LLP) or
director of a
company, specify the following. (In case partner or director in more
than
five LLP(s) and companies each, attach separate sheet as an
attachment).
*No. of limited liability partnership(s) in which he is a partner
LLPIN
Name
No. of Company(s) in which he is a director
CIN
Name of the company
8. Number of bodies corporate as partners (Dynamic)
Note: In case bodies corporate are more than five, attach details in
respect
of remaining bodies corporates in a separate sheet as an attachment.
*Details in respect of bodies corporate and their nominees. (First,
enter
details in respect of designated partners)
*Category (drop down) LLP, Company, LLP incorporated outside India
(LIOI), Company incorporated outside India (CIOI)
*LLPIN or Corporate Identity Number (CIN), LIOI registration number or
CIOI registration number
*Name of the body corporate
*Country where registered
*Full address of registered office
*Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
51
*Phone Fax
*Email ID
*Form of contribution
*Monetary value of contribution (in Rs.) (in figures)
(in words)
*Name and particulars of the person signing on behalf of the body
corporate
as nominee
*Designation & authority
*Father’s / Husband’s Name
*Nationality :
*Date of birth :
*Occupation :
*Income-tax permanent account number (PAN)
Passport Number :
*Whether designated partner Yes No
If yes, DPIN
*Whether resident in India (Please Tick ) Yes No
*Permanent residential address
*Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
Email ID
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
52
Pin ISO Country Code
Country
Phone Fax
Email ID
9. *Total monetary value of contribution by partners in the LLP
(in Rs.) (in figures)
(in words)
10. * We, the several partners whose names are subscribed below, are
desirous of being formed into a limited liability partnership for
carrying on
a lawful business with a view to profit and have entered or agreed to
enter
into a limited liability partnership agreement in writing. We
respectively
agree to contribute money or other property or other benefit or to
perform
services for the limited liability partnership in accordance with the
limited
liability partnership agreement, the particulars of which are stated
at serial
number 7 or 8 against our respective names.
Name of each
partner
Signature of
Partner
Name, address and
profession
(alongwith
professional
membership
number) of witness
Signature of
witness
1 2 3 4
(Attach details in respect of names of partners/witnesses and their
signatures in the above format as an attachment)
Attachments:.
1. Copy of authorization where the partner is a limited liability
partnership, or company, or a limited liability partnership
incorporated outside India or a company incorporated outside India.
2. Proof of address of registered office of limited liability
partnership.
3. Details in respect of names of partners/witnesses and their
signatures.
53
4. Attachments in respect of details of individuals/bodies corporate
where the number exceeds five.
5. Optional attachment.
Part B
Statement
*Statement by a person who subscribed his name to the incorporation
document :
I son/ daughter/ wife of
do state as under:
(i) that I am a person named in the incorporation document as a
designated
partner/partner of the limited liability partnership;
(ii) that the designated partners have given their prior consent to
act as
designated partners;
(iii) that all the requirements of the Limited Liability Partnership
Act, 2008
and the rules made thereunder have been complied with, in respect of
incorporation and matters precedent and incidental thereto;
(iv) that I make this statement conscientiously believing the same to
be true.
To be digitally signed by
A designated partner
DPIN
Date:
Place:
*Statement by an Advocate/Company Secretary/Chartered
Accountant/Cost Accountant in practice:
I son/ daughter/ wife of
do state as under:
(i) that I am
o an Advocate
o a Company Secretary
o a Chartered Accountant
o a Cost Accountant
54
engaged in the formation of the limited liability partnership and my
membership number with (name of regulatory body)
is (Membership Number);
(ii) that all the requirements of the Limited Liability Partnership
Act, 2008
and the rules made thereunder have been complied with, in respect of
incorporation and matters precedent and incidental thereto;
(iii) that I make this statement conscientiously believing the same to
be true.
To be digitally signed by
Advocate / Company Secretary / Chartered Accountant / Cost Accountant
in practice.
Date:
Place:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
55
Form 3
[See rule 21]
Information with regard to Limited Liability Partnership Agreement and
changes, if any, made therein
Note – All fields marked in *are to be mandatorily filled.
This Form is for
Part A - For filing information with regard to LLP Agreement
1. *LLPIN
2. *Name of Limited Liability Partnership
3. *Place at which the Limited Liability Partnership
Agreement is made
4. (i) *Date of the Agreement
(ii) Date of ratification
5. *Address of Registered Office
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code Country
Phone Fax
*Email ID
Filing information with regard to
LLP Agreement
For information with regard to changes
in
LLP Agreement
56
6. *Business to be carried on by the Limited Liability
Partnership
7. * Designated Partners
(i) Whether each of the partners from time to time is to be
designated partner.
Yes No
(i) Names of persons who shall be designated partners on
incorporation.
Name DPIN
(ii) *Acts, matters or things required to be done by a
designated partner in respect of the compliance of
the provisions of the Act.
1.
2.
3.
(iii) *Powers in relation to acts, matters, or things which
the designated partner can exercise only with the
consent of all the partners/requisite number or
percentage of partners.
1.
2.
3.
57
8. *Obligation to contribute
(i) Obligation of each partner to contribute money or
property or other benefit or to perform services. .
SN Name of Partner Nature and specification
of obligation to contribute
(ii) Total Monetary value of contribution by partners in the
LLP (in Rs.) (in figure)
(in words)
9. *Partners’ powers and duties
(i) Powers, duties and authority of each partner.
(a) Powers of the partners
(b) Duties of the partners
(c) Authority of the partners
(ii) Mutual rights and duties of partners
(iii) Mutual rights and duties of limited liability partnership
and partners
10. *Restrictions, if any, on the partners’ authority.
58
11. *Management and Administration of Limited Liability
Partnership
(i) Acts, matters or things, if any, which can be done only
with the consent of all the partners.
(ii) Acts, matters or things, if any, which can be done with
the consent of majority of the partners.
(iii) Acts, matters or things, if any, which can be done only
with the consent of requisite number or percentage of the
partners.
(iv) Manner, if any, in which the consent of the partners is
to be obtained.
(v) Procedure for calling, holding and conducting
meetings, (where the decisions are to be made at
meetings of partners.)
12. * Whether the LLP has a common seal
59
Yes No
If yes, authority to affix the seal
13. * Details of indemnity clause, if any -
14. *Clauses of the Agreement relating to -
(a) admission of a new partner
(b) retirement of a partner
(c) cessation of a partner
(d) expulsion of a partner
(e) resignation of a partner
15. *Details of obligations, rights, entitlements of a partner on
admission, retirement, cessation, expulsion or resignation.
16. *Clauses relating to resolution of disputes
(a) Between the partners; or
(b) Between the partner and the LLP.
17. *Duration of Limited Liability Partnership, if any.
18. *Clauses, if any, relating to voluntary winding up
60
19. Information of clauses in the agreement:
(a) relating to rule 16 (2)
(b) relating to rule 17(1)
(c) relating to rule 20(1)
(d) relating to rule 24(18)(a)
20. Any other information or clause relating to the Limited Liability
Partnership Agreement not covered above (optional ).
B. For Filing information with regard to changes (addition,
omission or alteration) in the Limited Liability Partnership
Agreement
21. *LLPIN
22. *Name of the Limited Liability Partnership
23. *Address of the registered office of the Limited Liability
Partnership
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code *Country
Phone Fax
* Email ID
24. *Date of the modification of the agreement
25. *Please indicate the changes in the LLP agreement pertaining
to any of the items 3 to 20 above:
26. Indicate any other change or changes in LLP agreement not
covered under 25 above.
61
27. *Monetary value of contribution (in Rs) (in figures) -
(i) Existing
(ii) Addition
(iii) Total
*Statement
I ○ son ○ daughter ○ wife
of state as under :
(i) I am a person named in the Incorporation Document
as a designated Partner/I am a designated Partner of
the limited liability partnership;
(ii) that the particulars given above are in accordance with
the limited liability partnership agreement/ agreement
relating to change in the limited liability partnership
agreement;
(iii) the original Limited Liability Partnership Agreement will
be produced whenever called for;
(iv) in case of change in contribution, the fees payable to
Registrar has been/being paid;
(v) that I make this statement conscientiously believing the
same to be true.
Attachment
Optional.
To be digitally signed by designated partner
DPIN
Date:
Place:
62
Certificate
It is hereby certified that I have verified the above particulars from
the
books and records of
(name of the LLP) and found them to be true and correct.
Company Secretary in practice Chartered Accountant in
practice cost Accountant in practice
Whether associate or fellow Associate Fellow
Membership Number or Certificate of Practice Number
To be digitally signed by
Company Secretary in practice/ Chartered Accountant in practice/ Cost
Accountant in practice
Date: (DDMMYYYY)
Place:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
63
Form 4
[See rule 8, 10(8), 22(2) and 22(3)]
Notice of appointment of partners/ designated partner and changes
among them,
intimation of DPIN by the LLP to Registrar and consent of partner to
become a
partner /designated partner
Note: All fields marked in * are to be mandatorily filled.
PART A
Notice of appointment of partner/designated partner and changes among
them and intimation of DPIN
1. * This form is for New Limited Liability Partnership Existing
Limited Liability Partnership
2. * Service Request number (SRN) of Form 1 or LLPIN
3. *Name of the limited liability partnership
*Address of the registered office of the limited liability partnership
*Line I
*Line II
* City * State
* Pin * ISO Country Code
*Country
Phone Fax
*Email ID
4. * Summary of partners and designated partners:
SN Category Number
of
Partners
Number of
Designated
partners
Number of designated
partners resident in India
(i) Individuals
(ii) LLPs
(iii) Companies
(iv) LLPs incorporated outside India
(v) Companies incorporated outside
India
64
Total
5. *Number of individual(s) as partner(s) (Dynamic)
Note: In case individual(s) are more than five, attach details in
respect of
remaining partners in a separate sheet as an attachment.
Details in respect of individual(s). (First, enter details in respect
of
designated partners)
*Whether designated partner Yes No
If yes, DPIN
*Whether resident in India Yes No
*Name
*Father’s / Husband’s Name
*Nationality
Appointment Cessation Change in name of partner
change in name of designated partner change in designation
Change in address
Date of appointment
Date of Cessation
Changed name
Date of change in designation
New designation
(Please give address and other details of the partner in addendum to
this
Form.)
6. *Number of bodies corporate as partners (Dynamic)
Note: In case bodies corporate are more than five, attach details in
respect
of remaining bodies corporates in a separate sheet as an attachment.
Details in respect of bodies corporate and their nominees. (First,
enter
details in respect of designated partners)
Category (drop down) LLP, Company, LLP incorporated outside India
(LIOI), Company incorporated outside India (CIOI)
65
LLPIN or Corporate Identity Number (CIN), LIOI registration number or
CIOI registration number
*Name
Country where registered
*Name and particulars of the person signing on behalf of the body
corporate
as nominee
*Designation
*Father’s / Husband’s Name :
*Nationality :
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
Appointment Cessation Change in name of partner
change in name of designated partner change in designation
change in address
Date of appointment
Date of Cessation
Changed name
Date of change in designation
New designation
(Please give address and other details of the partner and nominee in
addendum to this Form.)
Part B
Consent of partners/designated partners
Please attach the consent to become a partner / designated partner
(separate
consent for each partner/ designated partner) in the following format
as an
attachment:
66
“I, hereby give my consent to become a
partner designated partner of the
(name of the LLP ) pursuant to section 25(3)(c) / 7(4) of the Limited
Liability Partnership Act, 2008.
I having consented to become a partner / designated partner of limited
liability partnership also hereby undertake to contribute money or
other
property or other benefit or to perform services for limited liability
partnership as per my obligations described in the limited liability
partnership agreement.”
Signed Designation
Attachment:
1. Consent to act as partner/designated partner
2. Evidence of cessation.
3. Affidavit or any other proof of change of name
4. Where the appointed partner is a body corporate, a copy of
resolution of such body corporate and of the authority in favour of
the nominee signing on behalf of body corporate.
5. Attachments in respect of details of individuals/bodies corporate
where the number exceeds five.
6. Optional Attachment
Statement
To the best of my knowledge and belief, the information given in this
form
and its attachments is correct and complete.
I a designated partner of the LLP, am authorized to
sign and submit this form.
To be digitally signed by designated partner
DPIN
(The person signing the form should be different from the person in
whose
respect the form is being filed)
Date:
Place:
67
Certificate
It is hereby certified that I have verified the above particulars from
the
books and records of
(name of LLP) and found them to be true and correct.
Company Secretary in practice Chartered Accountant in
practice Cost Accountant in practice
Whether associate or fellow Associate Fellow
Membership Number or Certificate of Practice Number
Date:
Place:
For office use only:
This e-Form is hereby registered
Digital Signature of the authorizing officer
Submit to BO
Modify Check Form Pre-scrutiny Submit
68
Addendum to Form 4
Particulars of addresses and other details of partners/designated
partners and changes therein
1. Number of individuals as partners
Note: In case individual(s) are more than five, attach details in
respect of
remaining partners in a separate sheet as an attachment.
Appointment Cessation Change in name of partner
change in name of designated partner change in designation
change in address
Details in respect of individual(s) (First, enter details in respect
of
designated partners)
(The details in this addendum should be in the order of names of
partners
given in Form 4.)
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
*Name :
*Father’s / Husband’s Name :
*Nationality :
*Date of birth :
*Occupation :
*Income-tax permanent account number (PAN):
*Passport Number:
*Permanent residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
Phone Fax
Email ID
69
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
Pin ISO Country Code
Phone Fax
Email ID
2. Number of bodies corporate as partners
Note: In case bodies corporate are more than five, attach details in
respect
of remaining bodies corporate in a separate sheet as an attachment.
Appointment Cessation Change in name of partner
change in name of designated partner change in designation
change in address
Details in respect of bodies corporate and their nominees. (First,
enter
details in respect of designated partners)
(The details in this addendum should be in the order of names of
partners
given in Form 4.)
Category (drop down) LLP, Company, LLP incorporated outside India
(LIOI), Company incorporated outside India (CIOI).
LLPIN or Corporate Identity Number (CIN), LIOI registration number or
CIOI registration number.
*Name of the body corporate
Country where registered
*Full address of registered office
*Line I
*Line II
*City *State
*Pin *ISO Country Code
70
*Country
Phone Fax
*Email ID
*Name and particulars of the person signing on behalf of the body
corporate
as nominee
*Designation
*Father’s / Husband’s Name :
*Nationality :
*Date of birth :
*Occupation
*Income-tax permanent account number (PAN)
Passport Number
*Whether designated partner Yes No
If yes, DPIN
*Whether resident in India (Please Tick ) Yes No
*Permanent residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
Email ID
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
Pin ISO Country Code
Country Phone
71
Fax
Email ID
Attachments:
1. Attachments in respect of details of addresses and other details of
individuals/bodies corporate where the number exceeds five.
2. Proof of address
3. Optional Attachment
Statement
To the best of my knowledge and belief, the information given in this
form
and its attachments is correct and complete.
I a designated partner of the
(name of the LLP), am authorized to sign and submit this form.
To be digitally signed by designated partner
DPIN
(The person signing the form should be different from the person in
whose
respect the form is being filed)
Date:
Place:
Certificate
It is hereby certified that I have verified the above particulars from
the
books and records of (name of the LLP) and
found them to be true & correct.
Company Secretary in practice Chartered Accountant in
practice Cost Accountant in practice
Whether associate or fellow Associate Fellow
72
Membership Number or Certificate of Practice Number
Date:
Place:
For office use only:
This e-Form is hereby registered
Digital Signature of the authorizing officer
Submit to BO
Modify Check Form Pre-scrutiny Submit
73
Form 5
[See rule 20(2)]
Notice of change of name
Note: All fields marked in * are to be mandatorily filled.
1. *LLPIN
2. (a) *Name of the limited liability partnership
(b) Address of the registered office of the limited liability
partnership
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
*Country
Phone Fax
*Email ID
3. *Reasons/purpose for change of name
4. *Service Request Number (SRN) of Form 1
5. *Proposed name
6. *Date of compliance of sub-rule (1) of rule 20
(DD/MM/YYYY)
Attachments
(i) Copy of the minutes of decision/resolution/consent of partners,
(ii) The extracts of the relevant provision of the Limited Liability
Partnership Agreement, if any,
74
(iii) If change is due to a direction received from the Central
Government/ Registrar, then a copy of such direction,
(iv) Optional attachment.
Statement
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I a designated partner of the LLP, am authorized to
sign and submit this form.
To be digitally signed by designated partner
DPIN
Date:
Place:
Certificate
It is hereby certified that I have verified the above particulars from
the books and
records of (name of the LLP) and found them to be true
and correct.
○ Company Secretary in practice○ Chartered Accountant in
practice ○ Cost Accountant in practice
Digitally Signed
Certificate of Practice Number
Date:
Place:
Modify Check form Pre-scrutiny Submit
For office use only:
This e-Form is hereby registered
Digital Signature of the authorizing officer
Submit to BO
75
Form 6
(See rule 22(1)
Intimation of particulars of name or address of a partner/ change in
such
particulars by a Partner to the Limited Liability Partnership
Note: All fields marked in * are to be mandatorily filled.
1. *This form is for intimating to the Limited Liability Partnership
Ο particulars
Ο change in particulars by the partner.
Type of partner:
I. Individual
II. Limited liability partnership
III. Company
IV. Limited liability partnership incorporated outside India
V. Company incorporated outside India
Part A
I. Intimation of particulars - Individual
2. Name
(a) *First Name:
(b) *Last Name:
(c) *Middle Name:
(d) *Name as written:
3. *Father’s Name/Husband’s Name
4. *Whether citizen of India Ο Yes Ο No
5. *Nationality:
6. *Whether Resident in India: Ο Yes Ο No
7. *Date of Birth:
8. *Gender: Ο M Ο F
9. *Income-tax permanent account number
10. Voter’s identity card
11. Passport number
12. Others (specify)
13. *Permanent Residential Address
76
*Line 1
*Line II
*City
*State
*Country
*Pin Code
Phone
Fax
*E-mail
14. *Whether present residential address is the same as permanent
residential
address
Ο Yes Ο No
15. Present residential address
Line 1
Line II
City
State
Country
Pin Code
Phone
Fax
16. *Whether a partner of partnership firm or limited liability
partnership
or director of a company
Ο Yes Ο No
If Yes
(a) Names and addresses of the partnership firm(s)
Name Address of principal office
(b) LLPIN and name of the limited liability partnership(s)
LLPIN
Name of limited liability partnership
(c) CIN and names of the companies in which he is a director
CIN DIN Name
II. Intimation of particulars – Limited liability partnership
77
LLPIN:
Name :
PAN number of the limited liability partnership
Full address of registered office
Name of the person who will be signing on behalf of the limited
liability partnership
Designation and authority of the person signing on behalf of limited
liability partnership
Please give particulars of the person authorized in the format as
given
in sub-part I of Part A from serial number 2 to 16.
III. Intimation of particulars – Company
CIN
Name
PAN number of the company
Full address of registered office
Name of the person who will be signing on behalf of the company
Designation and authority of the person signing on behalf of the
company
Please give particulars of the person authorized in the format as
given
in sub-part I of Part A from serial number 2 to 16.
IV. Intimation of particulars – Limited liability partnership
incorporated outside India
Name :
Country where the limited liability partnership is
registered/incorporated
Registration/Incorporation Number
Full address of the registered office
The statute under which the limited liability partnership is
registered
Name of the person who will be signing on behalf of the limited
liability partnership incorporated outside India
Designation and authority of the person signing on behalf of limited
liability partnership incorporated outside India
Please give particulars of the person authorized in the format as
given
in sub-part I of Part A from serial number 2 to 16.
78
V. Intimation of particulars – Company incorporated outside India
Name :
Country where the company is registered/incorporated
Registration/Incorporation Number
Full address of the registered office
The statute under which the company is registered
Name of the person who will be signing on behalf of the company
incorporated outside India
Designation and authority of the person signing on behalf of company
incorporated outside India
Please give particulars of the person authorized in the format as
given
in sub-part I of Part A from serial number 2 to 16.
PART B – Intimation of change in particulars relating to name or
address of
the partner
Please give below the particulars sought to be changed
---------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
The following documents in support of the above are attached
(a) ______
(b) ______
I ___________son/daughter of ______________________
declare and verify that the information given in the form and the
documents
enclosed is correct and complete.
Signature
Date
Place
79
Form 7
[See rule 10)
Application for allotment of Designated Partner Identification Number
Note: All fields marked in * are to be mandatorily filled.
Provisional Designated Partner Identification Number (DPIN)
(not to be filled by the applicant as it is generated by the system)
Applicant's name (enter full name and do not use abbreviations)
1. DIN ( if allotted )
2. Name
(a) *First name :
(b) *Last name :
(c) *Middle name :
(d) *whether nominee of a body corporate Yes No
If Yes, the details of the body corporate:
Name of the body corporate
Registration Number
Address of the registered office of the body corporate
Line 1
Line 2
City District
State PIN Code
ISO Country Code
Country
Phone Fax
Email ID
3. Father's /Husband’s name
(a) *First name :
(b) *Last name :
Affix a latest
passport size
photograph and get
it attested/ certified
for submission of
physical copy of the
form with Central
Government.
80
(c) *Middle name :
4. *Whether a citizen of India : Yes No
5. *Nationality:
6.*Date of Birth (DD/MM/YYYY)
7. *Gender :
8. Place of birth
9. Income-tax permanent account number
10. Voter's identity card number :
11. Passport number :
12. Driving license number:
13. Other (please specify):
14. *Permanent Residential Address
(a) *Line I
*Line II
(b). *City :
(c) *State :
(d) *Country:
(e) *Pin code:
(f) Phone:
(g) Fax:
(h) Email ID
15. *Whether present residential address is same as permanent
residential address
Yes No
16. Present Residential Address
(a) Line I
Line II
(b) City
81
(c) State
(d) Country
(e) Pin code
(f) Phone
(g) Fax
17. *Whether resident of India Yes No
Specimen signature of the applicant
(within the box)
Instruction Kit Submit
Following documents are being enclosed :
Proof of Identity (Tick against the document being enclosed)
1. Passport
2. Election (voter identity) card
3. Driving license
4. Income-tax PAN card
5. Others-Please Specify
Proof of residence (Tick against the document being enclosed)
1. Passport
2. Election (voter identity) card
3. Ration card
4. Driving license
5. Electricity bill
6. Telephone bill
7. Bank account statement
8. Others-Please Specify
I son/daughter of
resident of hereby declare and verify that the information
given in this application and the documents enclosed is correct and
complete. I confirm that
I do not possess and have not been allotted another Designated Partner
Identification
Number by the Central Government. I also confirm that no other
application (including
physical documents) submitted by me is pending for allotment of
Designated Partner
Identification Number.
Signature of the applicant
(to be signed for submission of physical copy of the form with Central
Govt)
Dated (DD/MM/YYYY)
82
Place
General Guidelines for DPIN Application
1. Obtain Provisional DPIN - The applicant should first fill in the
application online,
generate a provisional DPIN and then take a print out for dispatch to
the
DPIN Processing Cell. All application without a provisional DPIN
cannot be
accepted for further process and would merit straight rejection.
2. Attestation/certification of photograph, proof identity and proof
of residence
– A Public Notary or a Gazetted Officer of a Government or a
practising
professional (Chartered Accountant/ Company Secretary/Cost Accountant)
or a
Company Secretary in full time employment of the company.
3. Particulars of the attesting/certifying authority – The attesting
authority must
indicate the following while attesting the documents : (i) Signatures;
(ii) Name in
full in Capitals; (iii) Registration No; and (iv) Seal/ Stamp.
4. Language of proofs for identity and residence – In case the proof
of identity
and proof of residence is in a language other than Hindi or English, a
certified
copy of translation of the same in Hindi or English should be enclosed
and the
translation be also certified by the professional who has otherwise
certified the
said proofs.
5. Date of Birth – The proof of identify enclosed with DPIN Form
should also
contain the Date of Birth of the applicant and the same should match
the Date of
Birth filled in the application form. In case the proof of identify
does not indicate
the Date of Birth then additional proof of Date of Birth, duly
certified/attested,
should be attached.
6. Father’s Name - The proof of identify enclosed with DPIN Form
should also
contain the Father’s Name of the applicant and the same should match
the
Father’s Name filled in the application form. In case the proof of
identify does
not indicate the Father’s Name then additional proof of Father’s Name,
duly
certified /attested, should be attached.
7. Process for applications who are (i) Indian citizens residing
abroad; (ii)
foreign nationals residing in India; and (iii) foreign nationals
residing outside
India - While general conditions as mentioned at Sr.No.1,3,4 and 5
would be
applicable in these categories also, the certification of attached
documents and the
photograph may be done by a notary in the home country of the
applicant or the
designated partner of the LLP. Further, in the case of a Foreign
National, certified
copy of the valid passport should be enclosed.
For office use only:
Signature of the Authorizing Officer
Dated
Place
83
Form 8
[See rule 24]
Statement of Account & Solvency
Note – All fields marked in *are to be mandatorily filled.
Annual or interim
If Annual -
Statement of Account and Solvency as at
LLPIN/FLLPIN
Name of the Limited Liability Partnership/ Foreign Limited Liability
Partnership
Part A: Statement of Solvency
We being the designated partners or authorized
representatives of
(name of the LLP/FLLP) do solemnly affirm and sincerely declare that
we
have made a full inquiry into the affairs of this Limited Liability
Partnership/Foreign Limited Liability Partnership, and that, having
done so,
have formed the opinion that the Limited Liability Partnership/Foreign
Limited Liability Partnership is/is not able to pay its debts in full
as they
become due in the normal course of business.
We append a Statement of the Assets and Liabilities as at
and Income and Expenditure for the period ended on being the
latest practicable date before the making of this declaration.
We append a Statement indicating creation of charges or modification
or
satisfaction thereof during the financial year.
We declare that the turnover does not exceed/exceeds 40 lakh or the
contribution does not exceed/exceeds 25 lakh rupees. The
partners/authorized representatives have taken proper care and
responsibility for maintenance of adequate accounting records and
preparation of accounts in accordance with the provisions of the LLP
Act
and the Rules made thereunder.
We being the authorized representatives of
84
(name of the foreign LLP) do solemnly affirm and sincerely declare
that we
have made a full enquiry into the affairs of the limited liability
partnership
incorporated outside India, and that, having done so, have formed the
opinion that such foreign limited liability partnership incorporated
outside
India is/is not able to pay its debts in full as they become due in
the normal
course of business.
We make this statement conscientiously believing it to be true, and by
virtue of the provisions of the Limited Liability Partnership Act,
2008, the
rules made thereunder.
Made on this day of
Place:
Signature of Designated Partners of LLP
or authorized representatives (AR) of a Foreign LLP
DPINs
Part B: Statement of Account
Statement of Assets and Liabilities
Of as at (period)
(In Rupees_____)
Particulars Figures as at the
end of the current
reporting period
Figures as at the
end of the
previous
reporting period
1 2 3
I.
(1)
(2)
CONTRIBUTION AND
LIABILITIES
Partners’ funds
(a) Contribution
(b) Reserves and surplus (Surplus being
the profit/loss made during the year)
Liabilities
(a) Secured loans
85
(b) Unsecured loans
(c) Short term borrowings
(d) Creditors/trade payables
- Advance from customers
(e) other liabilities (to specify)
(f) Provisions
(i) for taxation
(ii) for contingencies
(iii) for insurance
(iv) other provisions (if any)
TOTAL
II ASSETS
(a) Fixed assets
(b) Investments
(c) Loans and advances
(d) Inventories
(e) Debtors/trade receivables
(f) Cash and cash equivalents
(g) other assets (to specify)
TOTAL
Notes: (a) Contingent liabilities not provided for.
(b) The disclosures under provisions of section 22 of the Micro, Small
and
Medium Enterprises Development Act, 2006 may be added as attachment
to this Form.
(c) Any other disclosures the LLP thinks proper to disclose.
Signature of Designated Partners of LLP
or authorized representatives (AR) of a Foreign LLP
DPINs
Statement of Income and Expenditure
Of for the period from to
Income
Current year Previous year
86
Turnover
Other income (to specify)
Increase/(decrease) in
stocks [including for raw
materials, work in
progress and finished
goods]
TOTAL INCOME
Expenses
Purchases
Personnel expenses
Administrative expenses
Selling expenses
Depreciation
Interest
Other expenses (to
specify)
Profit before taxes
Provision for Tax
Profit after Tax
Profit transferred to
Partners’account
Profit transferred to
Reserves and surplus
Note:-
(a) Turnover means the aggregate of the gross value of the realization
made
from the sales, supply or distribution of the goods or on account of
services
87
rendered or both during the financial year. The amount of total excise
duty/service tax deducted from turnover shall be disclosed separately.
(b) Any other disclosures the LLP thinks proper to disclose.
Signature of Designated Partners of LLP
or authorized representatives (AR) of a Foreign LLP
DPINs
Certificate by the Designated partner or the auditor
It is hereby certified that I have verified the particulars contained
in the
Statement of Account and Solvency including the Statements of assets
and
liabilities as at and the income and
expenditure for the period ending from the accounting
records and other books and papers of (name of the
LLP) and found them to be true and fair.
Name of the auditor/designated partner
*Address
*Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country Phone Fax
Email ID
Membership number/DPIN
Place:
Date:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
88
Appendix to Statement of Account and Solvency
Particulars for creation or modification or satisfaction of charges by
an LLP
1. *LLPIN
2. (a) This form is for
creation of charge O
modification of charge O
satisfaction of charge O
*(b) charge identification ID number of the charge to be modified
or satisfied
3. *Type of charge
Immoveable property Ship
Any interest in
immoveable property
Goodwill
Book debts Patent, licence
under a patent
Moveable property
(not being pledge)
Trade marks
Floating charge Copyright or
licence under
copy right
If others, specify
4. *Whether joint charge is involved YES O NO O
5. *Number of charge holders
6. Particulars of the charge holders
CIN/LLPIN
*Name
*Address
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
89
*Email ID
7. *Nature or description of instrument(s) creating or modifying the
charge.
8. *Date of the instrument creating or modifying the charge
(DD/MM/YYYY)
9. (a) *whether charge created or modified outside India
Yes No
(b) In case charge created or modified outside India on the property
situated outside India, the date of receipt of the documents in India
(DD/MM/YYYY)
10. *Amount secured by charge in Rs.
11. Brief particulars of the principal terms and conditions and extent
and
operation of the charge
(a) *Rate of interest
(b) *terms of repayment
(c) *margin
(d) *extent and operation of the charge
(e) others
12. In case of acquisition of property, subject to charge, furnish the
following details relating to existing charge on the property so
acquired:
(a) date of instrument creating or evidencing the charge,
(b) description of the instrument creating or evidencing the charge,
(c) date of acquisition of the property,
(d) amount of the charge in rupees,
(e) particulars of the property charged.
90
13. *Short particulars of the property charged (including location of
the
property)
14. (a) *whether any of the property or interest therein under
reference is not registered in the name of the company.
Yes No
(b) If yes, in whose name it is registered
Note. If more than one charge holder involved, details of extent of
charge, particulars of property charged, amount secured to be
provided in attachment.
15. Date of latest modification prior to present modification
DD/MM/YYYY
16. Particulars of present modification
17. Date of satisfaction in full (DD/MM/YYYY)
Attachments:-
(i) instrument of creation or modification
(ii) instrument evidencing creation or modification of charge in case
of
acquisition of property which is already subject to charge
(iii) particulars of all joint charge holders
(iv) letter of charge holder stating that the amount has been
satisfied
(v) optional attachment.
Signature of Designated Partner
DPIN
91
Form 9
[See rule 7 and 10(8)]
Consent to act as Designated Partner
Note – All fields marked in *are to be mandatorily filled.
To
Limited Liability Partnership
(Name and address of the limited
liability partnership)
Date: DD/MM/YYYY
Subject : Consent to act as Designated Partner
I, hereby give my consent to act as designated
partner of the
(name of the LLP) pursuant to Section 7(3) of the Act.
Particulars
1. *Designated Partner Identification Number (DPIN)
2. *Name
3. *Father’s /Husband’s Name
4. *Present residential address
5. *e-mail ID
6. Name of the Partnership Firm
Or
LLPIN & Name of Limited Liability Partnership
Or
CIN & Name of the Company
Or
Name of any other body corporate
whose nominee the designated partner is.
92
I hereby state that I satisfy the conditions and requirements for
being
eligible to be a designated partner and I have not been disqualified
to act as
a designated partner.
To be signed by the designated partner:
DPIN
Date:
Place:
93
Form 10
[See rule 10(9)]
Intimation of changes in particulars by Designated Partners
Note – All fields marked in *are to be mandatorily filled.
Affix a latest
passport size
photograph and get
it attested/ certified
for submission of
the form with MCA
1. *Designated Partner Identification Number (DPIN)
2. Please identify (tick) and fill-in particulars sought to be
changed:
Applicant name
Nationality
Date of birth
Income-tax permanent account number:
Voter's identity card number :
Passport number :
Driving licence number:
Permanent residential address:
Present residential address:
Other (please specify):
3. Applicant's name (enter full name and do not use abbreviations)
First name :
Last name :
Middle name :
94
4 . Whether a resident of India O Yes O No
5. Nationality:
6.Date of birth (DD/MM/YYYY)
7. Income-tax permanent account number
8. Voter's identity card number :
9. Passport number :
10. Driving licence number:
11. Permanent residential address
Line I
Line II
(a) City :
(b) State :
(c) Country :
(d) Pin code :
(e) Phone :
(f) Fax :
12. Present residential address
Line I
Line II
(a) City :
(b) State :
(c) Country :
(d) Pin code :
(e) Phone :
(f) Fax :
NOTE I: Enclose necessary documents attested by a Notary or gazetted
officer or
a Company Secretary, a Chartered Accountant, a Cost Accountant holding
a
certificate of practice under the Company Secretaries Act, 1980,
Chartered
95
Accountants Act, 1949, and the Cost and Works Accountants Act, 1959
respectively.
NOTE II: In case any proof enclosed is in language other than Hindi or
English
then the translated copy of the same in English or Hindi shall be
required to be
enclosed. It should be certified by the same professional who has
certified other
proof.
NOTE III: In case the designated partner submitting change in
particulars is not
residing in India, the certification of attached documents and the
photograph may
be done by a notary in the home country of the applicant. Further, in
the case of a
foreign national, certified copy of the valid passport should be
enclosed.
NOTE IV: The photograph of the applicant being affixed on the form
should also
be attested.
IF ANY OF THE REQUIREMENTS ARE NOT MET, CHANGES WILL NOT
BE CONSIDERED.
I son / daughter of
resident of hereby declare and verify that the
information given in this Form and the documents enclosed is correct
and
complete.
Signature of the applicant
Date (DD/MM/YYYY)
Place
For office use only:
Signature of the Authorizing Officer
Date (DD/MM/YYYY)
Place
96
Form 11
[See rule 25(1)]
Annual Return of Limited Liability Partnership
Note – All fields marked in *are to be mandatorily filled.
*Annual Return made upto 31st day of March of (Year).
1. *LLPIN
2. *Name of limited liability partnership
3. *Address of registered office
*Line I
*Line II
*City :
*State :
*ISO Country Code :
*Country
*Pin code :
*Phone (with STD Code):
Fax :
*Email:
4. Other address if declared under section 13(2) for service of
documents
Line I
Line II
City :
State :
ISO Country Code :
Pin code :
Phone (with STD Code):
Fax :
97
Email:
5. Date of closure of Financial Year to which the Annual Return
relates
(DD/MM/YYYY)
6. Business classification
(with reference to one or more categories prescribed for business,
trade, profession,
service or occupation classification)
7. Principal business activities of the Limited Liability Partnership
8. * Summary of partners and designated partners for whom this Form
is filed.
SN Category Number
of
Partners
Number of
Designated
partners
Number of designated
partners resident in India
(i) Individuals
(ii) LLPs
(iii) Companies
(iv) LLPs incorporated outside India
(v) Companies incorporated outside
India
Total
9. Number of individual(s) as partner for (Dynamic)
Note: (In case individual(s) are more than ten, attach details in
respect of
remaining individual partners in a separate sheet as an attachment.
Details in respect of individual(s). (First, enter details in respect
of
designated partners)
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
*Name :
98
*Father’s / Husband’s Name :
*Nationality :
Date of appointment
Date of Cessation
Changed name
Date of change in designation
New designation
(Please give address and other details of the partner in Addendum to
this
Form.)
Whether a partner of partnership firm or limited liability partnership
or director of
a company
Ο Yes Ο No
Names and addresses of the partnership firm(s)
Name Address of principal office
LLPIN and name of the limited liability partnership(s)
LLPIN
Name of limited liability partnership
CIN and names of the companies in which he is a director
CIN DIN Name
Whether nominee of a body corporate
Ο Yes Ο No
10. *Number of bodies corporate as partners (Dynamic)
Note: In case bodies corporate are more than five, attach details in
respect
of remaining bodies corporate in a separate sheet as an attachment.
Details in respect of bodies corporate and their nominees (First,
enter details
in respect of designated partners)
Category (drop down) LLP, Company, LLP incorporated outside India
(LIOI), Company incorporated outside India (CIOI).
LLPIN or Corporate Identity Number (CIN) or LIOI registration number
or
CIOI registration number
*Name
*Country where registered
99
*Name and particulars of the person signing on behalf of the body
corporate
as nominee
*Designation
*Father’s / Husband’s Name
*Nationality
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
Date of appointment
Date of Cessation
Changed name, if any
Date of change in designation
New designation
(Please give address and other details of the partner and nominee in
Addendum to this Form.)
Whether a partner of partnership firm or limited liability partnership
or director of
a company
Ο Yes Ο No
Names and addresses of the partnership firm(s)
Name Address of principal office
LLPIN and name of the limited liability partnership(s)
LLPIN
Name of limited liability partnership
CIN and names of the companies in which he is a director
CIN DIN Name
11. *Obligations of the partners to contribute
Sr.
No.
Name of Partner Obligation and form of
contribution
Contributions
received and
accounted for (in
Rs.)
12. *Particulars of penalties imposed on the :
100
(i) Limited liability partnership
Section No. offence Penalty imposed
(ii) Partners/ Designated partners
Name of the Partner/
Designated Partner
Section
No.
offence Penalty imposed
13. *Particulars of compounding of offences
Section No. Offence Date of Compounding of
offence
Attachments
Optional Attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form and its
attachments is correct and complete.
To be digitally signed by
Designated Partner _____________________
DPIN
Date:
Place:
Certificate
I certify that Annual Return contains true and correct information.
To be signed by a Designated partner
DPIN
or
101
I certify that all the particulars mentioned above are true as per the
books and
records of (name of the LLP) and
found them to be true and correct.
Company Secretary in practice
Certificate of Practice Number
Date:
Place:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
102
Addendum to Form 11
Particulars of addresses and other details of partners/designated
partners
1. Number of individuals as partners
(In case individual(s) are more than ten, attach details in respect of
remaining individual partners in a separate sheet as an attachment.
Details in respect of individual(s) (First, enter details in respect
of
designated partners)
(The details in this Addendum should be in the order of names of
partners
given in Form 11.)
*Whether Designated partner Yes No
If yes, DPIN
*Whether resident in India Yes NO
*Name :
*Father’s / Husband’s Name :
*Nationality
*Date of birth
*Occupation
*Income-tax permanent account number (PAN)
Passport Number
*Permanent residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
Phone Fax
Email ID
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
103
Pin ISO Country Code
Phone Fax
Email ID
2. Number of bodies corporate as partner
(In case bodies corporate are more than five, attach details in
respect of
remaining bodies corporate in a separate sheet as an attachment.
First, enter
details in respect of designated partners)
Details in respect of Bodies Corporate and their nominees.
(The details in this Addendum should be in the order of names of
partners
given in Form 11).
Category (drop down) LLP, Company, LLP incorporated outside India
(LIOI), Company incorporated outside India (CIOI).
LLPIN or Corporate Identity Number (CIN) or LIOI registration number
or
CIOI registration number
*Name of the body corporate
*Country where registered
*Full address of registered office
*Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
*Email ID
*Name and particulars of the person signing on behalf of the body
corporate
as nominee
*Designation
*Father’s / Husband’s Name
*Nationality
*Date of birth
*Occupation
*Income-tax permanent account number (PAN)
Passport Number
104
*Whether designated partner: Yes No
If yes, DPIN
*Whether resident in India (Please Tick ) Yes No
*Permanent residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
Email ID
*Whether present residential address is same as the permanent
residential
address:
(Please Tick ) Yes No
If no, present residential address
Address Line I
Line II
City State
Pin ISO Country Code
Country
Phone Fax
Email ID
Attachments
Optional Attachment.
Verification
To the best of my knowledge and belief, the information given in this
form and its
attachments is correct and complete.
To be digitally signed by
Designated Partner
DPIN
Certificate
I certify that annual return contains true and correct information.
To be signed by a designated partner
105
DPIN
Or
I certify that all the particulars mentioned above are true as per the
books and
records of (name of the LLP) and found
them to be true and correct.
Company Secretary in practice
Certificate of Practice Number
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
106
Form 12
[See rule 16(3)]
Form for intimating other address for service of documents
Note – All fields marked in *are to be mandatorily filled.
1. *LLPIN
2. *Name of the Limited Liability Partnership
3. *Address of Registered Office
*Line I
*Line II
*City :
*State :
*ISO Country Code :
*Country
*Pin code :
Phone (with STD Code):
Fax :
*Email:
4. Pursuant to section 13(2) of the Limited Liability Partnership Act,
2008, the
above named Limited Liability Partnership declares the following
address, other
than the address of its Registered Office, for serving a document on
it or its partner
or designated partner:
Other address:
Line I
Line II
City :
State :
ISO Country Code :
Pin code :
107
Phone (with STD Code):
Fax :
Email:
Date of complying with sub-rule(2) of rule 16 :
Attachments.
(i) Copy of the minutes of decision/resolution/consent of partners,
(ii) The extracts of the relevant provision of the Limited Liability
Partnership Agreement, if any,
(iii) Proof of address,
(iv) Optional Attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I a designated partner of
(name of the LLP) am authorized to sign
and submit this form.
To be digitally signed by designated partner
DPIN
Date:
Place:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
108
Form 13
[Refer section 24(1) of the Act]
Specimen of notice of cessation by a ceasing partner to other
Partners.
Note – All fields marked in *are to be mandatorily filled.
To
All Partners
………. Limited Liability
Partnership
(Registered Address)
All Partners
……… Limited Liability
Partnership
(Other address declared by the
Limited Liability Partnership for
service of documents)
Date (DDMMYYYY)
[Date should be at least 30 days before the date partner intends to
resign]
In accordance with the provisions of section 24(1) of the Limited
Liability
Partnership Act, 2008, I (Name of Partner)
do hereby give notice of my intention to resign as a partner of the
(name of the LLP) with effect from
(DDMMYYY).
Name of the partner
Address
# Name of the Authorised Signatory
Signatures
#Applicable where the partner is a body corporate. Copy of
authorization to be
attached.
Date:
Place:
109
Form 14
[See rule 33]
Form for intimating the Registrar of Firms/Registrar of Companies of
conversion of
firm/company into limited liability partnership.
Note – All fields marked in *are to be mandatorily filled.
This form is for intimating
o Conversion of firm into limited liability partnership.
o Conversion of private company into limited liability partnership
o Conversion of unlisted public company into limited liability
partnership
Part A
Conversion of firm into limited liability partnership
1. *Name of the firm
2. *Principal address of the firm
3. *Whether the firm is registered under the Partnership Act, 1932
Yes No
If yes, date of registration
Registration No.
If no, whether the firm is registered under any other law
Yes No
If yes, the name of the Statute
Date of registration
Registration No.
Part B
Conversion of private company/ unlisted public company into limited
liability partnership
1. *Name of the company
2. *CIN
3. Address of registered office of the company
*Line 1
110
*Line 2
*City *District
*State *PIN Code
Part C
Particulars of the Limited liability partnership into which the
aforesaid
firm/company has been converted.
1. *LLPIN
2. *Name of the limited liability partnership
3. *Date of incorporation (DDMMYYYY)
4. Address of registered office
*Line I
*Line II
*City:
*State:
*ISO Country Code:
*Pin code:
Phone (with STD Code):
Fax:
*Email:
Attachments:
(1) Copy of the certificate of incorporation of Limited Liability
Partnership.
(2) Optional Attachment.
Certificate
I, partner of the
(name of the LLP) hereby give notice of conversion of the
(name of converted firm or company) into
the said limited liability partnership on day of
.
111
To be digitally signed by a partner of the LLP who, in case of
conversion of
firm, was one of the partners, or who, in case of conversion of a
private or
unlisted public company, was one of the directors in the company.
DIN/DPIN
Date:
Place:
Modify Check form Pre-scrutiny Submit
For office use only
This e-form is hereby registered
Digital signature of the authorizing officer
Confirm submission
112
FORM 15
[See rule 17]
Notice of change of place of registered office
Note – All fields marked in *are to be mandatorily filled.
1. *LLPIN
2. *Name of the Limited Liability Partnership
3. *Present address of the registered office of the limited liability
partnership
*Line I
*Line II
*City:
*State:
*ISO Country Code:
* Country:
*Pin code:
Phone (with STD Code):
Fax:
*Email:
4. *New address of the registered office of the limited liability
partnership
*Line I
*Line II
*City:
*State:
*ISO Country Code:
*Country
*Pin code:
Phone (with STD Code):
Fax:
Email:
113
5. *The full address of the police station under whose jurisdiction
the
new registered office address of the limited liability partnership is
situated
*Name
Address
*Line I
*Line II
*City/Town/village:
*Tehsil:
*District:
*State:
*Pin code:
6. Particulars of prosecutions initiated against or show cause notices
received by the LLP for alleged offences under the Act.
7. *Change of place of registered office is -
○ Within the same city/town/village.
○ From one place to another place within the same State.
○ Within the State from the jurisdiction of one Registrar to
the jurisdiction of another Registrar.
○ Change of place of the registered office from one State
to another State.
8. Dates of publication of public notice in the newspapers
(Applicable where change of place of the registered office is from one
State
to another).
9. *Date of complying with sub-rule (1) or sub-rule (4) of rule 17.
114
Attachments.
(i) Proof of changed address of registered office.
(ii) Copy of the minutes of decision/resolution/consent of partners
(iii) The extracts of the relevant provision of the Limited Liability
Partnership Agreement, if any.
(iv) Copies of public notice, if applicable.
(v) Consent of secured creditors, if applicable.
(vi) Optional attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I a designated partner of (name of
the LLP), am authorized to sign and submit this form.
To be digitally signed by designated partner
DPIN
Date:
Place:
Certificate
It is hereby certified that I have verified the above particulars from
the
books and records of (name of the LLP) and found them to
be true and correct.
○ Company Secretary in practice ○ Chartered Accountant in practice ○
Cost
Accountant in practice
To be digitally signed by
Certificate of Practice Number
Date:
Place:
Modify Check Form Pre-scrutiny Submit
115
For Office use only:
This e-Form is hereby registered
Digital Signature of the authorizing officer
Submit to BO
116
Form 16
[Refer section 12(1)(b) of the Act]
Certificate of Incorporation
LLPIN _________ of 20____
I hereby certify that ________________________Limited Liability
Partnership is incorporated pursuant to section 12(1) of the Limited
Liability Partnership Act, 2008.
Given under my hand at ___________ this __________ day of
_____________, Two thousand ______________.
Registrar
----------------------------
(Seal)
117
FORM 17
[See paragraphs 2,3, 4 and 16 of the Second Schedule of the Act and
rule 38(1)]
Application and statement for the conversion of a firm into Limited
Liability
Partnership
Note – All fields marked in *are to be mandatorily filled.
Part A
Application
1. *Name of the firm
2. *Principal address of the firm
*Line 1
*Line 2
*City *District
*State *PIN Code
*ISO Country Code
Phone Fax
Email ID
3. (a) *Whether the firm is registered under the Partnership Act,
1932.
Yes No
If yes, date of registration
Registration No.
If no, whether the firm is registered under any other law
Yes No
If yes, the name of the Statute under which registered
Date of registration
Registration No.
(b) *Date of agreement by which firm was formed DD/MM/YYYY
118
4. *Total number of partners in the firm
5. *Names and addresses of the partners (Dynamic).
Name Address
(House Number, city/town/village,
District, State, Pin code.)
Amount of capital held in
the firm
6. *Service Request Number (SRN) of Form 1
7. *Name of the proposed limited liability partnership
8. *Address of registered office of the proposed limited liability
partnership
*Line 1
*Line 2
*City *District
*State *PIN Code
*ISO Country Code
Phone Fax
Email ID
9. *Total number of partners in the LLP
10. *Whether all the partners of firm have given their consent for
conversion of the firm into the limited liability partnership.
Yes -- No
If yes, attach the copy of the consent.
11. *Whether all the partners of the limited liability partnership
comprise all the partners of the Firm and no one else.
Yes No
119
12. *Whether up to date Income-tax return is filed under the
Income-tax Act, 1961.
Yes No
If Yes, indicate the period upto which such return is filed
DD/MM/YYYY
13. *Whether any proceedings by or against the firm are pending
in any Court or Tribunal or any other Authority.
Yes No
If yes, particulars of such proceedings in the following manner :-
Name of Court/ Tribunal/
Authority
Particulars
(In case the number of proceedings is more than five, separate sheet
(s) in
the above manner may be attached as an attachment.)
14. Whether any earlier application for conversion of the said
firm into limited liability partnership was refused by the Registrar.
Yes No
If yes, give SRN of earlier Form 17 and the reasons for
refusal:-
(i) SRN
(ii) Reasons
15. *Whether any conviction, ruling, order, judgment of any Court,
Tribunal or other authority in favour of or against the firm are
subsisting.
Yes No
120
If Yes, details thereof in following manner:-
Section and the title
of relevant Act
Particulars Name of Court/
Tribunal/ Authority
(In case the number of proceedings is more than five, separate sheet
(s) in
the above manner may be attached as an attachment.)
16. *Whether consent of all the creditors for conversion of the
firm into limited liability partnership has been obtained.
Yes No
If Yes, attach the list and consent of such creditors.
17. *Whether any clearance, approval or permission for
conversion of the firm into limited liability partnership is required
from any other body/authority.
Yes No
If Yes, whether the applicable approvals from the
concerned body/authority or authorities have been
obtained.
Yes No
18. *Whether the Statement of assets and liabilities of the firm
duly certified as true and correct by a Chartered Accountant in
practice and made upto a date not preceding 30 days of the date
of filing the application for conversion attached.
Yes
To be digitally signed by designated partner
DPIN
Date
Place
121
Part B
Statement
I partner of M/s (name of the
firm) registered under the Indian Partnership Act, 1932 or under
(name of the law) at (name of the place) in the
State /UT of (name of the State or Union
Territory) on (date); registration number
and also named in the incorporation document of
(name of the LLP) as a partner or designated partner give my
consent for the conversion of the said firm M/s (name
of the firm) into the limited liability partnership.
2. I state that I shall be personally liable (jointly and severally
with the limited liability partnership) for the liabilities and
obligations of the firm which were incurred prior to the
conversion or which arose from any contract entered into prior to
the conversion.
I further state as under:
(i) that all the requirements of the Limited Liability Partnership
Act, 2008 and the rules made thereunder have been complied
with, in respect of conversion of firm into limited liability
partnership and matters precedent and incidental thereto;
(ii) that all the partners of the limited liability partnership
comprise all the partners of the firm and no one else;
122
(iii) that the applicable clearances, approvals or permissions for
conversion of the firm into a limited liability partnership from any
body/authority have been obtained;
(iv) that the consent of all the creditors for conversion of the firm
into limited liability partnership has been obtained;
(v) that to the best of my knowledge and belief, the information given
in this form
and its attachments is correct and complete.
Attachments
1. Statement of partners of the firm (may be attached in a
tabular form)
2. Incorporation Document & Statement in Form 2 filed
electronically.
3. Statement of Assets and Liabilities of the firm duly certified
as true and correct by the Chartered Accountant in
practice.
4. List of all the creditors along with their consent to the
conversion (may be given in the form of a tabular
statement).
5. Approval from any body/authority.
6. Optional attachment.
To be digitally signed by a partner or designated partner
Date:
Place:
(The statement(s) of remaining partner(s) shall be given in the above
format
as a tabular statement as an attachment.)
Certificate
It is hereby certified that I have verified the above particulars
from the books and records of M/s Name of
the firm) and found them to be true and correct.
○ Company secretary ○ Chartered Accountant ○ Cost
123
Accountant in practice
Digitally Signed
Certificate of Practice Number
Date:
Place:
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Modify Check Form Pre-scrutiny Submit
Confirm submission
124
FORM 18
[See paragraphs 2 and 3 of Third Schedule, paragraphs 2, 3 and 4 of
Fourth Schedule of the
Act and rule 39(1) and 40(1)]
Application and Statement for conversion of a private company/unlisted
public
company into limited liability partnership.
Note – All fields marked in *are to be mandatorily filled.
Part A
Application
1. *CIN
2. *Name of the Company
3. *Date of incorporation
4. *Name of office of Registrar of Companies
5. *Address of registered office of the company
*Line 1
*Line 2
*City *District
*State *PIN Code
*ISO Country Code
Phone Fax
*Email ID
6. *Total number of shareholders in the company
7. *Names and addresses of the shareholders
Name Address
(House Number, city/town/village,
District, State, Pin code.)
Number of shares
held in the company.
125
(In case number of shareholders is more than ten, separate sheet(s) in
the
above manner may be attached as an attachment.)
8. *Service Request Number (SRN) of Form 1
9. *Name of the proposed limited liability partnership
10. *Address of registered office of the proposed limited
liability partnership
*Line 1
*Line 2
*City *District
*State *PIN Code
ISO Country Code *Country
Phone Fax
*Email ID
11. *Total number of partners in the LLP
12. *Whether all the shareholders of the company have given
their consent for conversion of the company into the limited
liability partnership.
Yes -- No
13. *Whether all the partners of the limited liability
partnership comprise all the shareholders of the company and
no one else.
Yes No
14. *Whether any security interest in the assets of the
company is subsisting or in force.
Yes No
If yes, give details
126
15. *Whether up to date Income-tax return is filed under the
Income-tax Act, 1961.
Yes No
If Yes, indicate the period upto which such return is filed
DD/MM/YYYY
16. *Whether any prosecution initiated against or show cause
notice received by the company for alleged offences under
the Companies Act, 1956.
Yes No
If Yes, give details in the following manner:-
SN Section of
the
Companies
Act under
which
action
being
initiated
Date of issue of
show cause
notice
Status (reply sent/ under
examination by concerned
authority)
(In case number of prosecution initiated/ show cause notice received
is
more than five, separate sheet(s) in the above manner may be attached
as
an attachment.)
17. *Whether any proceeding by or against the company is
pending in any Court or Tribunal or any other Authority.
Yes No
127
If Yes, details thereof in following manner:-
Name of Court/ Tribunal/
Authority
Particulars
(In case number of proceedings is more than five, separate sheet(s) in
the
above manner may be attached as an attachment.)
18. *Whether any earlier application for conversion of the said
company into limited liability partnership was refused by the
Registrar.
Yes No
If yes, give SRN of earlier Form 18 and the reasons for
refusal:
(i) SRN
(ii) Reasons
19. *Whether any conviction, ruling, order, judgment of any Court,
Tribunal or other authority in favour of or against the company is
subsisting.
Yes No
If Yes, details thereof in following manner:-
Section and the title
of relevant Act
Particulars Name of Court/
Tribunal/ Authority
(In case number of proceedings is more than five, separate sheet(s) in
the
above manner may be attached as an attachment.)
128
20. *Whether consent of all the unsecured creditors for
conversion of the company into limited liability partnership has
been obtained.
Yes No
If yes, a copy thereof.
21. *Whether any clearance, approval or permission for
conversion of the company into limited liability partnership is
required from any body/ authority.
Yes No
If Yes, whether the applicable approvals from the concerned
body/authority or authorities have been obtained.
Yes No
22. *Whether upto date documents including immediately
preceding balance sheet and annual returns under the Companies
Act, 1956 have been filed.
Yes
23. *Whether the statement of assets and liabilities of the company
duly
certified as true and correct by the auditor made up to a date not
preceding 30
days of the date of filing the application attached.
Yes
To be digitally signed by designated partner
DPIN
Date
Place
129
Part B
Statement
I shareholder of and also (name of the
company) and also named in the incorporation document of
(
(name of the LLP) as a partner or designated partner give my
consent for the conversion of the said company
(name of the company) into the limited liability partnership.
I state as under:
(i) that all the requirements of the Limited Liability Partnership
Act, 2008 and the rules made thereunder have been complied
with, in respect of conversion of private company/ unlisted public
company into limited liability partnership and matters precedent
and incidental thereto;
(ii) that all the partners of the limited liability partnership
comprise all the shareholders of the company and no one else;
(iii) that the applicable clearances, approvals or permissions for
conversion of the company into a limited liability partnership from
any authority/authorities have been obtained;
(iv) that the consent of all the unsecured creditors for conversion
of the company into limited liability partnership has been
obtained;
(v) that all the documents due for filing including balance sheet
and annual return for the immediately preceding financial year
have been filed under the provision of the Companies Act, 1956;
(vi) that to the best of my knowledge and belief, the information
given in
this form and its attachments is correct and complete.
130
Attachments
1. Statement of shareholders (may be given in a tabular
form)
2. Incorporation Document & Statement in Form 2 filed
electronically.
3. Statement of Assets and Liabilities of the company duly
certified as true and correct by the auditor.
4. List of all the unsecured creditors along with their consent.
(may be attached in a tabular form)
5. Approval from any other body/authority.
6. Optional attachment.
To be digitally signed by a partner or designated partner
Date:
Place:
(The statement(s) of remaining shareholder (s) shall be given in the
above
format as a tabular statement as an attachment.)
Certificate
It is hereby certified that I have verified the above particulars
from the books and records of
(name of the company) and found them to be true and correct.
○ Company secretary in practice ○ Chartered Accountant
in practice ○ Cost Accountant in practice
Digitally Signed
Certificate of Practice Number
Date:
Place:
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Modify Check Form Pre-scrutiny Submit
Confirm submission
131
FORM 19
[See rule 32(1)]
Certificate of Registration on
Conversion
of
…………………………………
[ Firm/ company]
to
……………………………………………………
[ Insert name of limited liability partnership]
LLPIN _________ of 20__-__
I hereby certify that ________________________Limited Liability
Partnership is this day registered pursuant to section 58(1) of the
Limited Liability Partnership Act, 2008.
Given under my hand at ___________ this __________ day of
_____________, Two thousand ______________.
Registrar
--------------------------------
132
FORM 20
[See rule 35(1)]
Limited liability partnership application No….. of 20…
…… Applicants
Affidavit in support of Summons
I,........... of ………….. solemnly affirm and state as
follows:
1. I am the designated partner/ partner of the said
limited liability partnership, or the liquidator of the said
limited liability partnership in liquidation.
(Where the application is not by the limited liability
partnership or its liquidator, but by a partner or creditor,
the above paragraph should be suitably altered).
2. The limited liability partnership was incorporated on
....20___. The document now produced and shown to me is
a copy of the incorporation document of the said limited
liability partnership.
3. The registered office of the limited liability partnership
is situated at…...
4. The limited liability partnership commenced the
business of......(e.g..., manufacture of auto parts etc.) and
has been carrying on the same, since.....
5. (Here set out in separate paragraphs the
circumstances that have necessitated the proposed
compromise or arrangement, the objects sought to be
133
achieved by it, and the terms of the compromise or
arrangement. A copy of the proposed compromise or
arrangement should be marked as an exhibit and annexed
to the affidavit).
8. (Here set out the class of creditors or partners with
whom the compromise or arrangement is to be made;
where the arrangement is between the limited liability
partnership and its partners, it should be stated whether
any creditors or class of creditors are likely to be affected by
it.)
9. It may be necessary that a meeting (or meetings) of
the creditors or partners (if the meeting is only to be of a
class of creditors, it should be so stated), should be called
to consider and approve the proposed compromise or
arrangement.
10. It is suggested that the meeting (or meetings)
may be held at the premises of the registered office of the
limited liability partnership or at such other place as may be
determined by the Tribunal, and on such date(s) and at
such time(s) as this Tribunal may direct; and that a
chairman may be appointed for the meeting (or for each of
the meetings) to be held.
11. It is suggested that notice of the proposed
compromise or arrangement and of the meeting may be
published once in (here set out the newspapers) and in such
other manner as the Tribunal may direct.
12. It is prayed that necessary directions may be
given as to the issue and publication of notices and the
134
convening, holding and conducting of the meeting(s)
proposed above.
Solemnly affirmed.
Sd/- A.B.
Before me
Sd/-
Commissioner for Oaths
Date:
Place:
135
FORM 21
[See rule 35(2)]
Limited liability partnership application No….. of 20…
…… Applicants
Summons for directions to convene a meeting under
section 60(1)
Let all parties concerned attend the Member of the Tribunal
in Chamber on……………. day, the ………….. Day of 20…, at
…..o’ clock in the ….. noon on the hearing of the applicant of
the above named limited liability partnership [or of the
applicant(s) above named] for an order that a meeting ( or
separate meetings) be held at ………………… of [ Here enter
the class or classes of creditors or the partners of which the
meetings have to be held] of the above limited liability
partnership, for the purpose of considering, and if thought
fit, approving, with or without modification, a scheme of
compromise or arrangement proposed to be made between
the limited liability partnership and the said (here mention
the class or classes of creditors or partners) of the said
limited liability partnership;
And that directions may be given as to the method of
convening, holding and conducting the said meeting(s) and
as to the notices and advertisements to be issued.
And that a chairman (or chairmen) may be appointed of
the said meeting(s), who shall report the result thereof to
the Tribunal.
Authorized representative for the applicant(s)
136
Officer of the Tribunal.
The affidavit of......will be used in support of the
summons.
Note: Where the limited liability partnership is not the
applicant, the summons should be served on the limited
liability partnership, or, where it is being wound up, on its
liquidator.
Date:
Place:
137
FORM 22
[See rule 35(11) and (17) and 41(4)]
Notice of intimation of Order of Court/ Tribunal/CLB/Central
Government to the Registrar
Note – All fields marked in *are to be mandatorily filled.
1. *LLPIN
2. *Name of the limited liability partnership
3. Address of registered office
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
*Country
Phone Fax
*Email ID
4. *Order of Court/ Tribunal/CLB/Central Government
5. *Date of order
6. *Date of receipt of certified copy
7. *Section or rule reference
8. *Description of order
9. *Submitted by or on behalf of ;-
138
Name
Address
* Line I
*Line II
*City/Town/Village :
*District :
*State:
*Pin code :
Attachment.
(i) *Certified copy of the order.
(ii) Optional attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act,
2008 and the rules framed there under.
I have been authorised to sign and submit this form.
To be digitally signed by
(Designated partner in case of LLP or by authorized representative in
other
cases)
DPIN, if applicable
Dated:
Place:
For Office use only:
This e-Form is hereby registered
Digital Signature of the authorizing officer __________submit to
BO_______
Modify Check Form Pre-scrutiny Submit
139
FORM 23
[See rule 19(1)]
Application for direction to LLP to change its name
1 *Name of the applicant
2 *Address of the applicant
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
*Country
Phone Fax
Email ID
3 *LLPIN of limited liability partnership or the CIN of the company or
Registration No. of other entity, if any
4 (a) *The name with which the limited liability partnership
or the company or any other entity was incorporated
or registered
(b) *Address
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code
*Country
Phone Fax
140
Email ID
5 Grounds of objection
Attachments.
1.Copy of the authority to make application.
2.Copy of incorporation/registration certificate of limited liability
partnership or the company or registration certificate of other
entity,
if any.
3. Optional attachment.
Verification
To the best of my knowledge and belief, the information given in
this Form and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act, 2008, the rules framed there under.
I have been authorized to sign and submit this application.
To be digitally signed by the applicant
Date
Place
For Office use only:
This e-Form is hereby approved
This e-Form is hereby rejected
Digital Signature of the authorizing officer
Submit to BO
141
FORM 24
[See rule 37(1)(b)]
Application to the Registrar for striking off name
Note – All fields marked in *are to be mandatorily filled.
1. *LLPIN
2. *Name of the limited liability partnership
3. *Registered office address
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code *Country
Phone Fax
*Email ID
4. *Name and address of the designated partners
(In case of more than 5 designated partners, attach details of such
designated partners in a separate sheet as an attachment)
*Name
*Address
*Line I
*Line II
*City/Town/Village
District :
*State:
*Pin code
5. *Name and address of other partners
142
(In case of more than 5 partners, attach details of remaining
partners in a separate sheet as an attachment)
*Name
Address
* Line I
*Line II
*City/Town/Village :
District :
*State:
*Pin code :
6. *Whether up to date Income-tax returns filed.
Yes No
7. *Whether consent of all the partners obtained.
Yes No
8. *Copy of the latest statement of assets and liabilities not
preceding 30 days of
the date of filing application attached.
Yes
Attachments
1. *Copy of detailed application
2. Copy of authority to make the application
3. Copy of consent of all partners or creditors.
4. Copy of the undertaking in case of striking off name.
5. Optional attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form and its attachments is correct and complete.
143
I have gone through the provisions of the Limited Liability
Partnership Act, 2008 and the rules framed there under.
I have been authorized to sign and submit this application.
To be digitally signed by the designated partner
DPIN
Date
Place
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Confirm submission
144
FORM 25
[See rule 18(3)]
Application for reservation/renewal of name by a foreign LLP/foreign
company
Note – All fields marked in *are to be mandatorily filled.
○Reservation ○ Renewal of Reservation
SRN of reservation
1. *Name of the applicant
Address of the applicant
*Line 1
*Line 2
*City District
State *PIN Code
*ISO Country Code
Country
Phone Fax
Email ID
2. Name of the foreign limited liability partnership or foreign
company
3. Registered office address or principal place of business address of
foreign limited liability partnership or foreign company
*Line 1
*Line 2
*City District
State *PIN Code
*ISO Country Code
Country
Phone Fax
145
Email ID
4. *Date of incorporation/ registration
(DD/MM/YYYY)
5. *Incorporation or registration number
6. *Country of incorporation or registration
Attachments
1. Certified copy of the incorporation or registration certificate.
2. Certified copy of the authority to submit the application
3. Optional attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form and its
attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act, 2008,
the rules framed thereunder.
I have been authorized to sign and submit this application.
To be digitally signed by applicant
Date:
Place:
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Confirm submission
146
FORM 26
[See rule 35(4)]
FORM OF PROXY
---------------
(Name of limited liability partnership)
I ………………… being a partner of the above named limited
liability partnership hereby appoint …………… or failing him,
………….. as my proxy to vote for me on my behalf at the
meeting of the partners of the limited liability partnership to
be held on the ……………. day of ……… 20…..
Signed this ……… day of …… 20…. Signature of Partner
Place: ____________
147
FORM 27
[See rule 34(1)]
Form for registration of particulars by foreign limited liability
partnership
Note – All fields marked in *are to be mandatorily filled.
1. *Name of the limited liability partnership incorporated or
registered
outside India :
2. (i) *Country where the limited liability partnership is
incorporated
(ii) *Details of relevant Statute under which the limited liability
partnership has been incorporated
(iii) *Details of the authority under which limited liability
partnership is
establishing a place of business in India
3. *State of principal place of business in India
4. (i) *Date of establishment of principal place of business in India
(ii) *Date on which approval of Reserve Bank of India obtained
5. Full address of the registered or principal office of the limited
liability
partnership incorporated or registered outside India:
*Line 1
*Line 2
*City District
*State *PIN Code
*Country
*e-mail ID
148
6. *Full address of the office of the limited liability partnership in
India which is deemed as its principal place of business in India
*Line I
*Line II
*City *State
*Pin
Phone Fax
*Email ID
7. *List of persons resident in India and authorised 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;
*Number of persons authorized [ drop down]
Particulars of person authorized
1. Income-tax permanent account number(PAN)
Name of person resident in India authorized to accept on behalf of the
foreign limited liability partnership
*First Name
*Surname
*Father’s / Husband’s Name:
*Designation:
*Nationality:
*Where the Nationality of origin is different from the above mentioned
nationality,
*Nationality of origin:
*Date of birth :
Others (please specify)
149
If already a partner of partnership firm or limited liability
partnership or
director of a company, specify the following:
No. of partnership firms in which he is a partner Dropdown
Names & addresses of the partnership firm(s)
Name:
Address of principal office:
No. of limited liability partnership(s) in which he is a partner
Dropdown
LLPIN and name of the limited liability partnership(s)
LLPIN Name of limited liability partnership
No. of Company (ies) in which he is a director Dropdown
DIN
Name and CIN of the Company(ies)
CIN Name of Company
Permanent residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
*Email ID
*Whether present residential address is same as the
permanent address
Yes No
Present residential address
Line I
150
Line II
City State
Pin ISO Country Code
Phone Fax
Email ID
Note: In case the authorized representatives are more than five,
attach details in respect of
remaining representatives in separate sheet as attachment.
8. List of partners & designated partners, if any,-
*Number of partners
*Number of designated partners, if any
*Particulars of partners;-
Present Name
*First name :
*Last name :
*Middle name :
Former Name(if any)
*First name :
*Last name :
*Middle name :
*Father’s / Husband’s Name :
*Nationality :
*Where the Nationality of origin is different from the above mentioned
nationality,
*Nationality of origin:
*Date of birth :
*Business/occupation :
151
Others (please specify)
*Whether designated partner Yes No
Usual residential address
Address *Line I
*Line II
*City *State
*Pin *ISO Country Code
*Country
Phone Fax
Email ID
*Whether nominee of a body corporate Yes No
If Yes,
(i) Name of the body corporate
(ii) Address of registered or principal office of the body corporate
Line I
Line II
City State
Pin ISO Country Code
Phone Fax
Email ID
Note: In case the partners/ designated partners are more than five,
attach details in
respect of remaining partners/ designated partners in separate sheet
as attachment.
Attachments
1. Copy of the incorporation document or other instrument
constituting or defining the constitution of the limited liability
partnership certified in the manner specified in the sub-rule (2)
of rule 34.
2. Extracts of the Statute under which the foreign limited liability
partnership has been set up.
3. Copy of authority under which the foreign limited liability
partnership is establishing the place of business in India
152
4. Copy of approval of Reserve Bank of India for allowing the foreign
limited partnership to establish place of business in India
5. If the above instrument is not in English then the translated
version of the documents, certified in the manner specified in the
sub-rule (5) of rule 34.
6. Power of attorney in favour of authorized representative
7. Optional attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act,
2008 and the rules framed there under in respect of establishment of
place
of business by a foreign limited liability partnership.
I am authorised to sign and submit this form.
To be digitally signed by:
Authorized representative of foreign limited liability partnership
Date:
Place:
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby registered
Confirm submission
153
FORM 28
[See rule 34(3)]
Alteration in the -
(A) the incorporation document, or other instrument constituting or
defining the constitution of a
limited liability partnership incorporated or registered outside
India; or
(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.
Note – All fields marked in *are to be mandatorily filled.
*Name of the LLP incorporated or registered outside India:
*Country where the LLP is incorporated
*Financial year ended on
(name of the foreign LLP) having established a
place of business in India at
hereby gives you notice of the alteration in –
the incorporation document, or other instrument constituting or
defining the constitution of
a limited liability partnership incorporated or registered outside
India; or
the registered or principal office of a limited liability partnership
incorporated or registered
outside India; or
the partner or designated partner if any of a limited liability
partnership incorporated or
registered outside India.
(A) the incorporation document, or other instrument constituting or
defining the
constitution of a limited liability partnership incorporated or
registered outside
India
A brief description of the alteration is given hereunder:
As per decision taken by LLP on Shri
154
was authorised to file this alteration with the Registrar.
[Certified copy of the decision and/or the copy of the amended
document
should be enclosed. If the decision is not in English, a certified
translation
thereof must be enclosed.]
(B) the registered or principal office of a limited liability
partnership incorporated
or registered outside India
(i) The registered/principal office of the LLP in the country of
incorporation
has been shifted with effect from .
(ii) The new address is as under:-
Line I
Line II
City State
Pin ISO Country Code
Country
Phone Fax
Email ID
(C) the partner or designated partner of a limited liability
partnership incorporated
or registered outside India
(i) partner/designated partner of the LLP (if individual)
Name and
surname in
full
Usual
residential
address,
email ID
Nationality Business/
occupation or
if there is no
business/
occupation,
particulars of
other
partnership/
directorships
held, if any
Remarks as
to alteration
155
(ii) partner/designated partner of the LLP (if bodies corporate)
Corporate
Name
Registered
office or
principal
office of
body
corporate
Names of directors/partners
of body corporate
Remarks as
to alteration
Full name
and address
of each
director or
partner
Nationality of
each director
or partner
and
nationality of
origin if
different
from present
nationality
Attachments
1. Copy of the decision or other document through which alteration has
been made
2. If the above instrument is not in English then the translated
version of
the documents, certified in the manner specified in the sub-rule (5)
of
rule 34.
3. Power of attorney in favour of authorized representative
4. Optional Attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act,
2008 and the rules framed there under in respect of establishment of
place
of business by a foreign Limited Liability Partnership.
I am authorised to sign and submit this form.
156
To be digitally signed by:
Authorized representative of foreign limited liability partnership
Date:
Place:
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby registered
Confirm submission
157
FORM 29
[See rule 34(3) and (8)]
(A) Alteration in the certificate of incorporation or registration of
limited liability partnership
incorporated or registered outside India
(B) Alteration in the name or address of any of the persons authorized
to accept service on behalf of a
foreign limited liability partnership in India;
(C) Alteration in the principal place of business of foreign limited
liability partnership in India;
(D) Cessation to have place of business in India
Note – All fields marked in *are to be mandatorily filled.
*Name of the foreign LLP:
* FLLPIN
*Country where the foreign LLP is incorporated
The above mentioned foreign LLP having established a place of business
in
India at hereby gives notice for –
alteration in the certificate of incorporation or registration of
limited liability
partnership incorporated or registered outside India
alteration in the name or address of any of the persons authorized to
accept service on
behalf of a foreign limited liability partnership in India;
alteration in the principal place of business of foreign limited
liability partnership in
India;
Cessation to have place of business in India
(A) alteration in the certificate of incorporation or registration of
limited liability
partnership incorporated or registered outside India
*A brief description of the alteration is given hereunder:
Date of Alteration
158
(B) alteration in the name or address of any of the persons authorized
to accept service
on behalf of a foreign limited liability partnership in India;
(1)
Present name and
surname in full
Usual residential
address
Remarks as to
alteration (give date)
(2) Date of alteration
(C) alteration in the address of principal place of business of the
foreign limited
liability partnership in India.
(1) The principal place of business in India was shifted
with effect from
(2) Date of alteration
(3) The changed address is as under:-
Line I
Line II
City State
Pin ISO Country Code
Country
Phone Fax
Email ID
(D) (1) that it intends to close its place of business in India at the
following
places--
159
Line I
Line II
City State
Pin ISO Country Code
Country
Phone Fax
Email ID
(2) Date of intention to close
(3) That the LLP is not maintaining the place of business at any
other place in India.
(4) That the LLP has filed with the Registrar all documents due
for filing.
Attachments
(i) Copy of the decision or other document through which alteration
has been made
(ii) Copy of approval of Reserve Bank of India for cessation of place
of establishment of office in India of the foreign limited liability
partnership
(iii) Power of attorney in favour of authorized representative
(iv) Optional Attachment.
Verification
To the best of my knowledge and belief, the information given in this
Form
and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act,
2008 and the rules framed there under in respect of establishment of
place
of business by a foreign Limited Liability Partnership.
I am authorised to sign and submit this form.
To be digitally signed by:
160
Authorized representative of foreign limited liability partnership
Date:
Place:
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby registered Confirm submission
161
Form 30
[See rule 34(10)]
Certificate for Establishment of Place of Business in India
Foreign Limited Liability Partnership Registration
Number: ----------
Year -------
I hereby certify that Form No 27 dated _________
filed pursuant to rule 34 of the Limited Liability
Partnership Rules, 2009 informing establishment of place
of business in India at ___________________ with effect
from ________ by ___________, a Limited Liability
Partnership originally incorporated in ________ has been
registered.
Given under my hand at ________ this _______ day
of ______ Two Thousand ______.
Registrar
(Seal)
162
FORM 31
[See rule 41(1)]
Application for compounding of an offence under the Act
Note – All fields marked in *are to be mandatorily filled.
1. *LLPIN
2. *Name of the limited liability partnership
3. Registered Office Address
*Line 1
*Line 2
*City District
*State *PIN Code
*ISO Country Code *Country
Phone Fax
*Email ID
4. *Name and address of the persons seeking compounding of the
offence
(In case of more than 5 persons, attach details of such persons in a
separate sheet as an attachment)
*Name
*Address
*Line I
*Line II
*City/Town/Village
District :
*State:
*Pin code
163
5. Name and address of the persons who have received the show
cause notice, if any.
(In case of more than five persons, attach details of remaining
persons in a separate sheet as an attachment)
Name
Address
Line I
Line II
City/Town/Village :
District :
State:
Pin code :
6. *(i) Please indicate the section of the Act under which offence has
been
committed:
*(ii) indicate the relevant penalty provisions of the Act
7. Whether the offence has been made good as on date of application,
if
applicable.
Yes No
If yes, the date of making the default good.
8. Copy of the latest statement of assets and liabilities attached.
Yes
Attachments
1. *Copy of detailed application
2. Copy of authority to make the application on behalf of the LLP
3. Copy of authority to make the application on behalf of other
persons
4. Optional attachment.
Verification
164
To the best of my knowledge and belief, the information given in this
Form and its attachments is correct and complete.
I have gone through the provisions of the Limited Liability
Partnership Act, 2008 and the rules framed there under.
I have been authorized to sign and submit this application on behalf
of
the
(name of persons on whose behalf application is made)
To be digitally signed by the designated partner or
Authorized representative
DPIN
Date
Place
Modify Check form Pre-scrutiny Submit
-----------------------------------------------------------------------------------------------
For office use only
Digital signature of the authorizing officer
This e-form is hereby approved
This e-form is hereby rejected
Confirm submission
165
ANNEXURE ‘A’
1. For registration of Limited Liability Partnership including
conversion of a firm or a private company or an unlisted public
company
into Limited Liability Partnership:
(a) Limited Liability Partnership whose contribution
does not exceed Rs. 1 lakh
Rs. 500/-
(b) Limited Liability Partnership whose contribution
exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs
Rs.
2000/-
(c) Limited Liability Partnership whose contribution
exceeds Rs. 5 lakhs but does not exceed Rs. 10
lakhs
Rs.
4000/-
(d) Limited Liability Partnership whose contribution
exceeds Rs. 10 lakh
Rs.
5000/-
2. The difference between the fees payable on the increased slab of
contribution and the fees paid on the preceding slab of contribution
shall
be paid through Form 3.
3. For filing, registering or recording any document, form,
statement, notice, Statement of Accounts and Solvency, annual return
and an application alongwith the Statement for conversion of a firm or
a
private company or an unlisted public company into LLP by this Act or
by these rules required or authorized to be filed, registered or
recorded:
(a) Limited Liability Partnership whose contribution
does not exceed Rs. 1 lakh
Rs. 50/-
(b) Limited Liability Partnership whose contribution
exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs
Rs. 100/-
(c) Limited Liability Partnership whose contribution
exceeds Rs. 5 lakhs but does not exceed Rs. 10
lakhs
Rs. 150/-
166
(d) Limited Liability Partnership whose contribution
exceeds Rs. 10 lakh
Rs. 200/-
4. Fee for any application other than application for conversion of a
firm or a private company or an unlisted public company into LLP shall
be as under:-
(a) An application for reservation of name u/s 16
Rs. 200/-
(b) An application for direction to change the name
u/s 18
Rs. 10000/-
(c) Application for reservation of name under Rule
18(3)
Rs. 10,000/-
(d) Application for renewal of name under rule
18(3)
Rs. 5000/-
(e) Application for obtaining DPIN under rule
10(5)
Rs.100/-
5. Fee for inspection of documents or for obtaining certified copy
thereof shall be as under:-
(a) For inspection of documents of an LLP under
section 36
Rs. 50/-
(b) For Copy or extract of any document under
section 36 to be certified by Registrar
Rs. 5/- per
page or
fractional
part thereof
6. Fee for filing any form or a Statement of Account and Solvency or a
notice or a document by foreign limited liability partnership
(a) For filing a document under rule 34(1) Rs.5000/-
(b) Any other form or Statement of Account and
Solvency or notice or document
Rs.1000/-
167
ANNEXURE ‘B’
No.
(1)
NAME OF DOCUMENT
(2)
PERIOD OF
PRESERVATION
(3)
1. Incorporation document [Section 11(1)(b)]
Permanent
2. Notice of situation of registered office [Section
13]
Permanent
3. Information with regard to Limited Liability
Partnership Agreement or any changes made
therein [Section 23(2)]
Permanent
4. Notice of other address of any limited liability
partnership at which documents to be served
[Section 13(2)]
Permanent
168
ANNEXURE ‘C’
No.
(1)
NAME OF DOCUMENT
(2)
PERIOD OF
PRESERVATI
ON
(3)
1. Statement of compliance with requirements of the
Act by an Advocate or Company Secretary or
Chartered Accountant or Cost Accountant in wholetime
practice and by any person who subscribed his
name to the incorporation document [Section
11(1)(c)]
5 years
2. Notice of a person ceasing to be a partner and any
change in the name or address of a partner
5 years
3. Registered documents relating to LLP struck off
under Section 75 together with correspondence or
copy of the order of restoration of the LLP into the
register
5 years
4. Annual return of a limited liability partnership
5 years
5. Consent of candidates to act as designated partner
to be filed with the Registrar [section 7(4)]
5 years
6. Consent to act as a partner
5 years
7. Statement by all the partners of firm containing
particulars of firm along with application for its
conversion into limited liability partnership
5 years
8. Statement by all the shareholders containing
particulars of private company/unlisted public
company along with application for its conversion
into limited liability partnership
5 years
9. Certified copy of the order(s) of the Tribunal under
section 60/61/62.
5 years
10. Copy of the order of dissolution of a LLP by Tribunal
[Section 63]
5 years
11. Statement of Account and Solvency 8 years
169
ANNEXURE ‘D’
Particulars of documents relating to limited liability partnership
PART I
NAME OF
LIMITED
LIABILITY
PARTNERSHIP
ACT UNDER
WHICH
REGISTERED
DATE ON
WHICH
FINALLY
DISSOLVED
OR WOUND
UP OR
STRUCK
OFF
DESCRIPTION
OF
DOCUMENTS
DESTROYED
DATE AND
MODE OF
DESTRUCTION
WITH REMARKS
(1) (2) (3) (4) (5)
Particulars of documents other than those specified in Part I
PART II
NO. OF THE FILE OF
DOCUMENTS
DESTROYED
SUBJECT TO WHICH
THE DOCUMENT
REFERS
DESCRIPTION OF
DOCUMENTS
DESTROYED
DATE AND MODE OF
DESTRUCTION WITH
REMARKS
(1) (2) (3) (4)
[F.N. 2/10/08-CL-V]
Jitesh Khosla,
Joint Secretary.
* * * * * * * * *