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The Ministry of Corporate Affairs (MCA) amended the Limited Liability Partnership Rules, 2009 vide a notification dated 11 February 2022 and inserted new rules concerning the Limited Liability Partnerships (LLPs). The amended rules, i.e. the Limited Liability Partnership (Amendment) Rules, 2022, will be effective from 1 April 2022. The LLP (Amendment) Rules also added two new forms, i.e. Form 16A and Form 33 LLP – ADJ, and revised fee norms for LLPs.
The Limited Liability Partnership (Amendment) Rules, 2022 amended Rule 19(1) of the LLP Rules, 2009 and substituted it. The substituted Rule 19(1) states that the LLP, company or proprietor of a registered trademark under the Trade Marks Act, 1999 can apply to the Regional Director in Form 23 to give directions to a subsequently incorporated LLP or new LLP to change its name. They can apply Form 23 when a subsequently incorporated LLP or new name of an LLP has a similar trademark or name that resembles their name.
However, the application (Form 23) filed by a proprietor of a registered trademark is maintainable within three years from the date of incorporation, registration or change of name of the LLP under the Act.
The Limited Liability Partnership (Amendment) Rules, 2022 also added a new rule 19A. Rule 19A states about allotment of a new name to an existing LLP under Section 17(3) of the LLP Act, 2008. Section 17(3) was introduced by the LLP (Amendment) Act, 2021.
Rule 19A states that in case an LLP fails to change its name according to the directions issued by the Registrar of Companies (ROC) under Section 17(1) of the LLP Act within three months, the new name of the LLP shall be the combination of the following:
The ROC will record the new name of the LLP in the register of LLP and issue a fresh LLP certificate of incorporation in Form 16A. However, the above Rule 19(1) will not apply when the LLP has filed e-Form 5, and it is pending for disposal at the expiry of three months from the issue of direction by the Regional Director.
The LLP whose name is changed under Section 17(3) of the LLP Act and Rule 19A must comply with Section 21 of LLP Act and mention the statement ‘Order of Regional Director Not Complied (under section 17 of the LLP Act, 2008)’ below the LLP name on its publication, official correspondences and invoices. If the LLP changes its name subsequently as per Section 19 of the LLP Act, it is not required to mention such a statement.
The Limited Liability Partnership (Amendment) Rules, 2022 added new Rules 37A, 37B, 37C and 37D that provide regarding the adjudication of penalties of an LLP.
The new Rule 37A provides that the Central Government will appoint any officer, not below the rank of a Registrar as the adjudicating officer for adjudicating penalty under the LLP Act. The adjudicating officer will issue a written notice to an LLP, partner, designated partner of an LLP or any other person who has defaulted or committed non-compliance under the LLP Act before adjudicating a penalty.
The notice will specify the period (not less than 15 days but not more than 30 days) within which the notice receiver should show cause why the penalty should not be imposed. The notice will also clearly specify the nature of default or non-compliance alleged to have been committed, relevant penal provisions and the maximum penalty that can be imposed on the LLP, partner, designated partner of an LLP or any other person under the LLP Act.
The LLP, partner, designated partner of an LLP or any other person should reply to the notice only in electronic mode. The adjudicating officer can extend the period provided in the notice for replying/show causing by a further period not exceeding 15 days. The adjudicating officer can extend the period of notice when the LLP, partner, designated partner of an LLP, or any other person shows sufficient cause for not responding to the notice after recording the reasons in writing.
After considering the reply, if the adjudicating officer believes that the physical appearance of the LLP, partner, designated partner of an LLP, or any other person is required, he/she will issue a notice. The adjudication officer will issue a notice within 10 days from the receipt of reply and fix a date for the appearance of the such LLP, partner, designated partner of an LLP, or any other person.
The adjudicating officer will pass an order in writing after giving a reasonable opportunity of being heard to the LLP, partner, designated partner of an LLP, or any other person. He/she will pass an order within:
The order passed by the adjudicating officer should be dated and signed by him/her. The adjudicating officer will send the order copy to the Regional Director and the LLP, partner, designated partner of an LLP, or any other person. The order copy will also be uploaded on the website.
The penalty should be paid through the MCA portal, and the amount realised by way of penalty under the LLP Act will be credited to the Consolidated Fund of India.
The new Rule 37B provides that the person against whom the adjudicating officer passes an order of penalty (aggrieved party) can file an appeal against such order with the Regional Director having jurisdiction in the matter. The aggrieved party must file the appeal within 60 days from the date of receiving the order copy in Form 33 – LLP ADJ.
The appeal must set forth the grounds for appealing and be accompanied by a certified copy of the order. It should also be accompanied by a fee of Rs.1,000 in the case of Small LLPs and Rs.2,500 in the case of other than Small LLPs.
The new Rule 37C provides that the office of the Regional Director will endorse the appeal date and sign such endorsement upon receipt of an appeal. The appeal will be registered and given a serial number if it is found to be in order after scrutiny.
When the appeal is found defective by the Regional Director, he/she can grant time to rectify the defects in the appeal. The Regional Director can grant time not being less than 14 days from the date of intimating the defects to the appellant. When the appellant fails to rectify the defect within the specified time, the Regional Director will decline to register the appeal through an order.
The new Rule 37D states that upon the admission of the appeal, the Regional Director will give the appeal copy to the adjudicating officer against whose order the appeal is filed. He/she will also issue a notice to the adjudicating officer to file a reply within the period specified in the notice (not exceeding 21 days).
The adjudicating officer should send the reply copy or application filed to the appellant and the Regional Director. The Regional Director will state a hearing date of the appeal to the parties. The Regional Director will pass an order upon the appeal in writing on the hearing date.
The Regional Director should duly sign the order passed by him/her. The certified copy of the order passed by the Regional Director should be communicated to the adjudicating officer, appellant and Central Government.
The Limited Liability Partnership (Amendment) Rules, 2022 revised the LLP fee norms by substituting the Annexure A of the LLP Rules, 2009. The revised fee norms notified in the LLP (Amendment) Act, 2022 are stated below.
The fees applicable for the LLP registration, including conversion of a firm, private company or unlisted public company into LLP, are as follows:
|LLP Contribution||Fee (in Rs.)|
|LLP contribution does not exceed Rs.1 lakh||500|
|LLP contribution is more than Rs.1 lakh but below Rs.5 lakh||2,000|
|LLP contribution is more than Rs.5 lakh but below Rs.10 lakh||4,000|
|LLP contribution is more than Rs.10 lakh but below Rs.25 lakh||5,000|
|LLP contribution is more than Rs.25 lakh but below Rs.1 crore||10,000|
|LLP contribution exceeds Rs.1 crore||25,000|
The fee for recording, filing or registering any form, document, notice, statement, annual return, statement of accounts and solvency and application along with the statement for conversion of a firm, private company or unlisted public company into an LLP are as follows:
|LLP Contribution||Fee (in Rs.)|
|LLP contribution does not exceed Rs.1 lakh||50|
|LLP contribution is more than Rs.1 lakh but below Rs.5 lakh||100|
|LLP contribution is more than Rs.5 lakh but below Rs.10 lakh||150|
|LLP contribution is more than Rs.10 lakh but below Rs.25 lakh||200|
|LLP contribution is more than Rs.25 lakh but below Rs.1 crore||400|
|LLP contribution exceeds Rs.1 crore||600|
The fee for registering, filing or recording cessation, a notice of appointment, change in name, designation of a partner or designated partner, change in address, intimation of designated partner identification number and consent to be a designated partner or partner in LLP Form 4 are as follows:
|LLP Type||Fee (in Rs.)|
|For small LLPs||50|
|For other than small LLPs||150|
|LLP Application||Fee for Small LLPs (in Rs.)||Fee for Other Than Small LLPs (in Rs.)|
|For name reservation under Section 16 of LLP Act||200||200|
|For direction to change the name as per Section 17 of the LLP Act||5,000||5,000|
|For striking off the name of a defunct LLP under Rule 37||500||1,000|
|Application Under Rule 18(3)||Fee (in Rs.)|
|For name reservation under Rule 18(3)||10,000|
|For name renewal under Rule 18(3)||5,000|
|Application Type||Fee (in Rs.)|
|For inspecting documents of LLP under Section 36||50|
|For extract or copy of a document under Section 36 to be certified by the Registrar||5 per page or fractional part|
The fee for filing a form, notice, statement of account and solvency or document by foreign LLP are as follows:
|Application Type||Fee (in Rs.)|
|For filing a document under Rule 34(1)||5,000|
|For any other form, notice, statement of account and solvency or document||1,000|
|Period of Delay||Small LLPs||Other than Small LLPs|
|Upto 15 days||One-Time||One-Time|
|Beyond 15 days and within 30 days||2 times of regular filing fees||4 times of regular filing fees|
|Beyond 30 days and within 60 days||4 times of regular filing fees||8 times of regular filing fees|
|Beyond 60 days and within 90 days||6 times of regular filing fees||12 times of regular filing fees|
|Beyond 90 days and within 180 day||10 times of regular filing fees||20 times of regular filing fees|
|Beyond 180 days and within 360 days||15 times of regular filing fees||30 times of regular filing fees|
|Beyond 360 days for forms other than form 11 and form 8||25 times of regular filing fees||50 times of regular filing fees|
|Beyond 360 days for filing form 11 and form 8||15 times regular filing fees plus 10 per day for delay beyond 360 days||30 times regular filing fees plus 20 per day for delay beyond 360 days|
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