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TaxTMI 
TaxTMI 
TaxTMI 
Limited Liability Partnership Rules, 2009
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....ate under section 24 of the Information Techno-logy Act, 2000 (21 of 2000); (iv) "Designated Partner Identification Number" (DPIN) means an identification number which the Central Government may allot to any individual or nominee of a body corporate, intending to be appointed as designated partner of a Limited Liability Partnership (LLP), for the purpose of his identification as such; (v) "digital signature" means authentication of any electronic record by a subscriber by means of an electronic method or procedure in accordance with the provisions of section 3 of the Information Technology Act, 2000; (vi) "Digital Signature Certificate" means a Digital Signature Certificate issued under sub-section (4) of section 35 of the Information Technology Act, 2000; (vii) "electronic record" means electronic record as defined under clause (t) of section 2 of the Information Technology Act, 2000; (viii) "electronic registry" means an electronic repository or storage system in which the information or documents are received, stored, protected and preserved in electronic form; (ix) "Electronic mail (E-mail)" means message sent, received or forwarded in digital form via a computer-ba....
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....rar 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 mentione....
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....ided 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....
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....re 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....
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....h 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 w....
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.... rules; (xii) it is identical with or too nearly resembles the name of the limited liability partnership or a company in liquidation or it is identical with or too nearly resembles names of the LLP or a company which is struck off, up to the period of 5 years; (xiii) it includes words like 'Bank', 'Insurance' and 'Banking', 'Venture capital' or 'mutual fund' or such similar names without the approval of the regulatory authority; (xiv) it is intended or likely to produce a misleading impression regarding the scope or scale of its 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 ....
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....nership 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....
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....re 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, work-in-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 t....
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....ll up the vacancy caused by removal of an auditor. (12) The partners may appoint an auditor or auditors where the designated partners have power to appoint under sub-rule (11) and have failed to appoint. (13) An auditor or auditors of an LLP shall hold office in accordance with 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 re-appointment, 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 limite....
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....strar 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:- (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 rec....
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....) of sub-section (1) of section 43 to investigate the affairs of the limited liability partnership, shall be made along with 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 ....
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....ignated 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. (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 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 i....
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....) shall be certified to be correct in the manner as provided in clause (iii) or clause (iv) 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 person....
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....s 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; (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 meet....
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....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. (ii) Where the limited liability partnership fails to present the petition under clause (i) f....
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.... 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 ....
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....ment 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 sub-rule (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'....
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.... 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. E-mail, 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 o....
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.... 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 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 sub-rule (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 intim....
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....efore 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 sub-rule, 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 Tribuna....