TaxTMI 
TaxTMI 
Limited Liability Partnership Rules, 2009
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....ese 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 Techno-logy Act, 2000 (21 of 2000); (iv) "Designated Partner Identification Number" (DPIN) means an identification number which the Central Government may allot to any individual or nominee of a body corporate, intending to be appointed as designated partner of a Limited Liability Partnership (LLP), for the purpose of his identification as such; (v) "digital signature" means authentication of any electronic record by a subscriber by means of an electronic method or procedure in accordance with the provisions of section 3 of the Information Technology Act, 2000; (vi) "Digital Signature Certificate" means a Digital Signature Certificate issued under sub-section (4) of section 35 of the Information Technology Act, 2000; (vii) "electronic record" means electronic record as defined under clause (t) of section 2 of the Information Technology Act, 2000; (viii) "electronic registry" means an electr....
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....ance of the Act or any rule made or notification issued thereunder shall be paid into the Public Account of India: 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....
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....cant will remain valid for a period of sixty days from the date on which it was generated. (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....
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....ia 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. 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- ....
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....LP 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 chan....
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....perative' 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 all....
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....the registered office of the limited liability partnership is to be situate. (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 t....
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....ty days of the ratification by all the partners along with the fee as provided in Annexure 'A'. 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 Contri....
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....l 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. (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 ....
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....bility 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. (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 th....
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.... 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....
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....; 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 thirt....
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....mmonwealth 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 sub- clause (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 Consu....
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....of this sub-rule, 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). (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 ha....
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....s 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; (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 ....
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.... 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 limite....
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....mpanied 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) wh....
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....ny other LLP, no such scheme shall be sanctioned by the Tribunal unless the said scheme is approved with, or without modification by three-fourth 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:- (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 clau....
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....ntain- (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 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 ....
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....ffice 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....
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....): Provided further that where the limited liability partnership is regulated under a special law, the application for removal of its name shall be 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 suf....
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....artnership 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. (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 along with 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 t....