Appointment of Auditor in Limited Liability Partnership

Background

In India, a Limited Liability Partnership (LLP) is a popular business structure that combines the flexibility of a partnership firm with the limited liability benefits of a company. Governed by the Limited Liability Partnership Act, 2008, LLPs are designed to provide entrepreneurs with a business model that offers operational ease and fewer compliance requirements compared to companies. However, to ensure financial transparency and accountability, certain LLPs are required to appoint auditors to review their financial statements. The appointment of an auditor is a critical compliance aspect for LLPs that meet specific thresholds, as it promotes trust among stakeholders, ensures adherence to legal standards, and enhances the credibility of the LLP’s financial reporting.

The LLP Act, 2008, along with the Limited Liability Partnership Rules, 2009, outlines the framework for the appointment, tenure, and removal of auditors. Unlike companies, LLPs have a more relaxed regulatory framework, but the audit requirement becomes mandatory when certain financial thresholds are crossed. This blog delves into the details of auditor appointment in LLPs, covering applicability, procedures, tenure, compliance requirements, and penalties for non-compliance, offering a comprehensive guide for LLP partners and stakeholders.

Applicability

Not all LLPs are required to audit their accounts. As per Rule 24(8) of the Limited Liability Partnership Rules, 2009, an LLP must get its accounts audited if:

  • Its annual turnover exceeds ₹40 lakhs in any financial year, or
  • Its contribution exceeds ₹25 lakhs.

LLPs that fall below these thresholds are exempted from mandatory statutory audits. However, partners of such LLPs may opt for a voluntary audit to ensure financial accuracy.

Procedure for Appointment

An auditor or auditors of a limited liability partnership shall be appointed for each financial year of the LLP for auditing its accounts. [Rule 24(10)]

A person shall not be qualified for appointment as an auditor of limited liability partnership unless he is a Chartered Accountant in practice.

The designated partners may appoint an auditor or auditors—

  • The designated partners must appoint an auditor at any time for the end of the first financial year.[Rule 24(a)]
  • At least, 30 days prior to the end of the each financial year (other than the first financial year).[Rules 24 (11) (b)]
  • 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 ).[Rules 24 (11) (c)]
  • To fill up the vacancy caused by removal of an auditor.[Rules 24 (11) (d)]

 

Tenure, Reappointment, and Removal

  • Tenure: An auditor appointed by an LLP holds office from the date of appointment until the reappointment or the appointment of new auditors.
  • Reappointment: An auditor is deemed to be reappointed unless:
    • The LLP agreement requires actual appointment, or
    • The majority of partners decides not to give effect to reappointment and provide written notice to the LLP which may be in hard copy or electronic form and must be authenticated by the person or persons giving it.
  • Removal: An auditor can be removed at any time by following the procedure outlined in the LLP agreement. If the agreement does not specify a removal process, the consent of all partners is required.
  • Resignation:
    • If an auditor wants to resign, they must submit a resignation letter to the LLP. Unlike companies, there is no requirement to file a specific form with the ROC for auditor resignation in an LLP.
    • 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.

Compliance Requirements

  • Maintenance of Books of Accounts: LLPs must maintain proper books of accounts which are sufficient to show and explain the limited liability partnership’s transactions and are such as to—
  • disclose with reasonable accuracy, at any time, the financial position of the limited liability partnership at that time; and
  • enable the designated partners to ensure that any Statement of Account and Solvency prepared under this rule complies with the requirements of the Act.

Note: The books of accounts shall contain all the necessary details referred under Rule 24(2) and shall be preserved for a period of eight years from the date on which they are made.

  • Filing of Form 8: Every LLP, regardless of audit applicability, must file a Statement of Account and Solvency in Form 8 with the ROC within 30 days from the end of six months of the financial year to which the Statement of Account and Solvency relates. It is to be noted that Statement of Accounts and Solvency must be signed on behalf of the limited liability partnership by its designated partners.
  • Filing of Form 11: Every Limited Liability Partnership (LLP) shall file an annual return within sixty days of closure of its financial year, along with all the documents which are required to be or attached to such annual return, duly authenticated with the Registrar in LLP Form 11

 

Know More: Refer for filing form 8 and maintenance of books of account and refer for filing form 11

Penalty and Consequences

General Penalty:

For contravention of any provisions of the Act/ Rule where no penalty has been provided, the limited liability partnership or any partner or any designated partner or any other person, who is in the default, shall be liable to a penalty of five thousand rupees and in case of a continuing contravention with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees

Conclusion

The appointment of an auditor in an LLP is a vital compliance requirement for those exceeding the prescribed financial thresholds. By ensuring transparency and accountability, audits play a crucial role in maintaining the financial health and credibility of an LLP. The process of appointing an auditor, whether for the first financial year or subsequent years, is relatively straightforward but requires careful adherence to the LLP Act, 2008, and its rules. Designated partners must take proactive steps to appoint qualified auditors, maintain proper books of accounts, and file Form 8 on time to avoid hefty penalties.

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

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