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Compliance Requirements under the Act in Accordance with the Rules

1. Maintenance of books of account (Section 34(1), (2),(4) – Rule 24)

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. However, if the LLP still desires, they can get the accounts audited. 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.

2. LLP Form 8: Statement of Account & Solvency (Section 34(2) and 34(3) – Rule 24)

Every limited liability partnership shall file an annual statement of Account & Solvency with Registrar of Companies (RoC) in Form 8, 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.

3. LLP Form 11: Annual Return (Section 35 – Rule 25(1))

Every limited liability partnership shall file an annual return, along with all the documents which are required to be or attached to such annual return, duly authenticated with the Registrar in LLP Form No. 11, within sixty days of closure of its financial year

The annual return of an LLP having turnover up to five crore rupees during the corresponding financial year or contribution up to 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.

4. DIR – 3 KYC / WEB (LLP) (The Companies (Appointment and Qualification of Directors) Rules, 2014 – Rule 12A)

Every Director who has been allotted DIN as on March 31 of a financial year would be mandatorily required to file eForm DIR-3 KYC before 30th September of the immediately next financial year and thereafter web form DIR-3KYC-WEB. Further updation of personal Mobile number & E-Mail ID again can be done by filing Form DIR-3 KYC with Rupees 500

Same provisions are applicable for designated partners kyc.

5. LLP Form 3: Filing of information with respect to LLP Agreement initially (Section 23 – Rule 21(1)

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.

6. LLP Form 3: Filing of information with respect to changes in LLP Agreement (Section 23 – Rule 21(1))

Any change in the LLP Agreement shall be filed in Form 3 within 30 days of such change

7. LLP Form 4 (Section 7,9,24 – Rule 8, 10(8), 22(2),22(3) and 22B (4))

Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/designated partner/declaration of designated partner with respect to beneficial interest to be filed with the Registrar within 30 days of the change.

8. Form 5: Notice for change of name of LLP (Section 17(2), 19 – Rule 20(2))

Notice for change of name of LLP to be given to Registrar within 30 days of complying with requirements laid down in LLP Agreement and where there is no procedure provided in the Agreement, within 30 days of obtaining consent of all partners for changing the name of the limited liability partnership. After change of name, supplementary agreement to be executed and file LLP 3

9. Form 12: Form for intimating other address for service of documents (Section 13(2) – Rule 16(3))

LLP may in addition to the registered office address, declare any other address as its address for service of documents in the manner laid down in LLP Agreement. If the Agreement does not provide for the same, consent of all partners shall be required. The intimation of other address for service of documents to LLP shall be given to the Registrar in Form 12 within thirty days of completing the procedure laid down in LLP Agreement or within 30 days of obtaining consent of all partners if the Agreement does not provide for the same.

10. Form 27: Form for registration of particulars by Foreign Limited Liability Partnership (FLLP) (Section 59 – Rule 34)

A foreign Limited Liability Partnership shall, within thirty days of establishing a place of business in India, file with the Registrar in Form 27, copy of Certificate of Incorporation/registration, full address of registered /principal office in country of its incorporation, full address of LLP in India which is deemed as its principal place of business in India, ;list of partners/designated partners, if any, and the names and addresses of two or more persons resident in India, 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.

11. Form 28: Alteration in the documents filed for registration by Foreign LLP (Case 1) (Rule 34(3)(i))

Form for alteration 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 c)the partner or designated partner if any of a limited liability partnership incorporated or registered outside India.

12. Form 28: Alteration in the documents filed for registration by Foreign LLP (Case 2) (Rule 34(3)(ii))

Form for alteration in a) the certificate of incorporation/registration document)he name or address of any of the persons authorised to accept service on behalf of a foreign Limited Liability Partnership in India c) the principal place of business of foreign Limited Liability Partnership in India

13. Form 28: Alteration in the documents filed for registration by Foreign LLP (Case 3) (Rule 34(8))

Notice to be given to the Registrar by Foreign LLP within 30 days of its intention to close the place of business in India

14. DIR – 3 (Rule 10(1))

Every individual, who intends to be appointed as a designated partner of an existing limited liability partnership, shall make an application electronically in Form DIR-3 under the Companies (Appointment and Qualifications of Directors) Rules, 2014 for obtaining DPIN under the Limited Liability Partnership Act, 2008 and such DIN shall be sufficient for being appointed as designated partner under the Limited Liability Partnership Act, 2008.

15. Certificate of Incorporation – India (Section 11 – Rule 11)

The Certificate of Incorporation shall be issued by the Registrar in Form 16 and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income-tax Department

16. Form LLP BEN-1: For Change in Significant Beneficial Ownership u/s 90 of the Companies Act, 2013. (Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 – Section 90(1) of Companies Act, 2013 – Rule 5(2) of Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023)

Every individual, who subsequently becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change shall file a declaration in Form No. LLP BEN-1 to the reporting limited liability partnership, within thirty days of acquiring such significant beneficial ownership or any change therein.

17. Form LLP BEN-2: Return to the Registrar in respect of declaration under section 90 (Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 – Section 90(4) of Companies Act, 2013 – Rule 6)

Upon receipt of declaration in Form LLP BEN – 1, the reporting LLP shall file a return in Form No. LLP BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it.

18. Form LLP BEN-3: Register of significant beneficial owners (Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 – Section 90(2) of Companies Act, 2013 – Rule 7(1))

The limited liability partnership shall maintain a register of significant beneficial owners in Form No. LLP BEN-3. Register to be maintained only if SBO is there

19. Form LLP BEN-4: Notice by the LLP (Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 – Section 90(5) of Companies Act, 2013 – Rule 4, 8 and 9)

Every LLP shall where its partner holds not less than 10% contribution or not less than 10% voting rights or right to receive or participate in the distributable profits or any other distribution payable in a financial year give Notice in BEN – 4 seeking information in accordance with subsection (5) of Section 90

20. Form RUN -LLP: For reservation of name before incorporation (Limited Liability Partnership Rules 2009 – Section 16)

An application for reservation of name with which the proposed limited liability partnership is to be registered shall be made to the Registrar having jurisdiction where the registered office of the limited liability partnership is to be situated in Form RUN-LLP.

21. Form RUN -LLP: For change of name (Limited Liability Partnership Rules 2009 – Section 16)

An application for change of name shall be made to the Registrar having jurisdiction where the registered office of the limited liability partnership is situated in Form RUN-LLP. Before making an application for change of name of existing LLP, LLP Agreement to be checked for any compliances.

22. Minimum number of partners (Limited Liability Partnership Rules 2009 – Section 6)

Every LLP shall have at least 2 partners

23. Form 9: Consent to act a designated partner (Limited Liability Partnership Rules 2009 – Section 7(3) – Rule 7)

An individual shall not become a designated partner in any limited liability partnership unless he has given his prior consent to act as such to the limited liability partnership in Form 9

24. Designated partners (Limited Liability Partnership Rules 2009 – Section 7)

In case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners

25. Designated partners Identification Number (DPIN) (Limited Liability Partnership Rules 2009 – Section 7(6))

Every designated partner of a limited liability partnership shall obtain a Designated Partners Identification Number (DPIN) from the Central Government and the provisions of sections 153 to 159(both inclusive) of the Companies Act, 2013 shall apply mutatis mutandis for the said purpose.

26. Requirements of a designated partner (Limited Liability Partnership Rules 2009 – Section 7(5) – Rule 9)

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 (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

27. Registered office of LLP (Limited Liability Partnership Rules 2009 – Section 13(1))

Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received.

28. Form 15: Notice for change of place of registered office within same State (Limited Liability Partnership Rules 2009 – Section 13(3) – Rule 17)

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. Notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of obtaining consent of all partners for change within the State.

29. Form 15: Notice for change of place of registered office outside the State (Limited Liability Partnership Rules 2009 – Section 13(3) – Rule 17)

Notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of obtaining consent of all partners and secured creditors for change from one State to another State. Form 15 is filed 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.

30. Mandatory Use of ‘Limited Liability Partnership’ or ‘LLP’ in Name of Partnership (Limited Liability Partnership Rules 2009 – Section 15)

Every limited liability partnership shall have either the words limited liability partnership or the acronym LLP as the last words of its name.

31. Publication of name and limited liability (Limited Liability Partnership Rules 2009 – Section 21)

Every LLP shall ensure that its invoices, official correspondence and publications bear the following, namely:

(a) name, address of its registered office and registration number of the limited liability partnership &

(b) a statement that it is registered with limited liability

32. LLP Form 6: Intimation Of Name/Address Of A Partner/change in Particulars By A Partner To LLP (Limited Liability Partnership Rules 2009 – Section 25(1) – Rule 22(1))

Every partner shall inform the limited liability partnership of any change in his name or address within a period of fifteen days of such change in LLP Form 6

33. Specification of desg. partner name responsible for furnis. ben. int. in contribution in LLP to ROC (Limited Liability Partnership (Third Amendment) Rules,2023 – Rule 22B)

Every Limited Liability Partnership shall specify a designated a partner who shall be responsible for furnishing of and extending co-operation for providing, information with respect to beneficial interest in contribution in Limited Liability Partnership to the Registrar and shall file information of such designated partner with the Registrar in Form 4.

34. Register of partners (Limited Liability Partnership (Third Amendment) Rules,2023 – Rule 22A)

Every limited liability partnership shall, from the date of its incorporation, maintain a register of its partners in Form 4A which shall be kept at the registered office of the limited liability partnership.

35. FORM- 4B: Declaration by the Registered Partner who does not hold beneficial interest in Contribution (Limited Liability Partnership (Third Amendment) Rules,2023 – Section 23 – Rule 22B(1))

A person whose name is entered in the register of partners of a LLP but does not hold any beneficial interest fully or partly in contribution, such person shall file with the LLP, a declaration to that effect in Form 4B within a period of thirty days from the date on which his name is entered in the register of partners specifying the name and other particulars of the person who actually holds any beneficial interest in such contributions.

36. FORM- 4B (Limited Liability Partnership (Third Amendment) Rules,2023 – Section 23 – Rule 22B(1))

Where a change occurs in the beneficial interest in the contribution where Registered Partner does not hold the beneficial interest, the registered partner shall, within a period of thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4B (Form 4B: Declaration by the Registered Partner who does not hold the beneficial interest in the Contribution for changes in the beneficial interest in such contribution)

37. FORM 4C (Limited Liability Partnership (Third Amendment) Rules,2023 – Section 23 – Rule 22B(2))

Every person who holds or acquires a beneficial interest in contribution of a LLP but his name is not registered in the register of partners shall file with LLP, a declaration disclosing such interest in Form 4C within a period of thirty days after acquiring such beneficial interest in the contribution of the LLP specifying the nature of his interest, particulars of the partner in whose name the contribution stand registered in the books of the limited liability partnership

38. FORM No. 4C (Limited Liability Partnership (Third Amendment) Rules,2023 – Section 23 – Rule 22B(2))

Declaration by the Partner who holds or acquires beneficial interest in the Contribution but whose name is not entered in the Register of Partners and there is a change in such contribution, the beneficial partner shall, within a period of thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4C. Provided that if the beneficial interest of registered partner is limited to the contribution stated against his name in the register of partners but he does not hold beneficial interest in contribution against any other registered partner, then, he shall not be required to file such declaration.

39. LLP Form 4D: Return to Registrar in respect of declaration of beneficial interest in contribution (Limited Liability Partnership (Third Amendment) Rules,2023 – Section 23 – Rule 22B(3))

Where any declaration in Form 4B or 4C is received by the Limited Liability Partnership, the Limited Liability Partnership shall record such declaration in the register of partners and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form 4D to the Registrar.

40. Appointment of Auditors (Limited Liability Partnership Rules 2009 – Rule 24(10))

An auditor or auditors of a limited liability partnership shall be appointed for each financial year of the LLP for auditing its accounts.

41. Appointment of Auditors for the first financial year (Limited Liability Partnership Rules 2009 – Rule 24(11)(a))

The designated partners may appoint an auditor or auditors at any time for the first financial year but before the end of the first financial year

42. Appointment of Auditors for a financial year other than the first financial year (Limited Liability Partnership Rules 2009 – Rule 24(11)(b))

For subsequent years, the designated partners may appoint an auditor or auditors at least 30 days prior to the end of the each financial year

43. Removal of Auditor (Limited Liability Partnership Rules 2009 – Rule 18)

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. 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.

44. LLP Form 14 (Limited Liability Partnership Rules 2009 – Section 58(1) – Rule 33)

Where the firm/company has been converted into limited liability partnership, an intimation of such conversion to the concerned Registrar of Firms shall be given in Form 14 within fifteen days of the date of registration of the Limited Liability Partnership.

• • A firm may convert into LLP in accordance with Chapter X and Second Schedule
  • Private company may convert into LLP in accordance with Chapter X and Third Schedule
  • An unlisted public company may convert into LLP in accordance with Chapter X and Fourth Schedule

45. Form DIR-6: Intimation of change in particulars of Designated partner to be given to Central Govt. (Rule 12 (1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 – Rule 10(4) of Limited Liability Partnership Rules 2009)

Every individual who has been allotted a DPIN or DIN under these rules, shall in the event of any change in his particulars, make an application in Form DIR-6 under Companies (Appointment and Qualifications of Directors) Rules, 2014 to intimate such change(s) to the Central Government within a period of thirty days of such change(s).

1. 1. Every individual who has been allotted a DPIN or DIN under these rules, shall in the event of any change in his particulars, make an application in Form DIR-6 under Companies (Appointment and Qualifications of Directors) Rules, 2014 to intimate such change(s) to the Central Government within a period of thirty days of such change(s).
   2. The concerned designated partner shall fill in the relevant changes to the limited liability partnership(s) on which he is a designated partner within 30 days of such changes.

46. Security clearance from Ministry of Home Affairs (The Companies (Appointment and Qualification of Directors) Rules, 2014 – Rule 8, 10)

Security clearance from MHA is to be obtained before appointing a person as a Director who is a national of a country which shares land border with India (China, Bangladesh, Pakistan, Bhutan, Nepal, Myanmar, Afghanistan)

1. 1. Notification affecting such security clearance effective from June 1, 2022
   2. Such security clearance to be attached with the application for DIN and consent letter of Director
   3. Clearance can be obtained at E-Sahaj Sewa Portal, launched by MCA
   4. This requirement applies to appointment of such Directors in existing company, new appointments during the Company Incorporation Process and also to existing directors from these countries seeking reappointment or DIN renewal.
   5. Applicable for LLPs as well