ICAI Guidelines for Aggregation of Limited Liability Partnerships (LLPs)

Notification/Circular No.: No. 1-CACAF/LLP-F/2025 

Document Date: January 23, 2025 

Relevant Act/Rule: Chartered Accountants Act, 1949 

Description: 
The Institute of Chartered Accountants of India (ICAI) has issued guidelines for the aggregation of Limited Liability Partnerships (LLPs) under the Chartered Accountants Act, 1949.  

Key highlights include: 

1) Eligibility: 

  • Full-time practicing Chartered Accountants (CAs) or LLPs with more than 50% of partners as practicing CAs registered with ICAI can form or join an LLP. 
  • The majority criteria (more than 50%) apply to both the number of partners and their aggregate share of profits. 
  • The partner LLP can become partner of only one parent LLP under these guidelines. Similarly, parent LLP cannot become partner of any other LLP 

2) Governing Provisions: 

  • The guidelines are governed by the Chartered Accountants Act, 1949, LLP Act, 2008, and ICAI’s Council Guidelines for Conversion of CA Firms into LLPs, 2011. 

Partner LLP: Partner LLP means LLP consisting of more than 50% of Chartered Accountants as its partners which is joining another LLP as a partner 

Parent LLP: Parent LLP means LLP consisting of more than 50% of Chartered Accountants as its partners which is admitting another LLP as its partner.  

3) Naming Clause: 

  • LLPs must follow naming conventions as per Regulation 190 of the Chartered Accountants Regulations, 1988, and other applicable rules. 

4) Registration: 

  • LLPs must register with ICAI, and a firm registration number will be issued. 

5) Practice: 

  • A Board of Management will be constituted by the parent LLP, comprising authorized managing partners from partner LLPs. 
  • The Board will oversee regulatory compliance, strategic decisions, and dispute resolution. 
  • Rotation of audit and joint audit among partner LLPs is not permitted. 

6) Reconstitution: 

  • Any reconstitution must be registered with ICAI and other regulatory bodies. 
  • Changes in partners do not affect the existence, rights, or liabilities of the LLP. 

7) Exit/Closure: 

  • Exit or closure procedures must comply with ICAI rules, the LLP Act, 2008, and Registrar of Companies (ROC) procedures. 

8) Miscellaneous: 

  • A “Doc Locker” facility will be provided for secure document storage and access. 
  • A Grievance Redressal Cell will address issues arising under these guidelines. 

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