Limited Liability Partnership (Amendment) Rules, 2022

The Limited Liability Partnership (LLP) Act, 2008, underwent crucial amendments with the introduction of the Limited Liability Partnership (Amendment) Rules, 2022. These amendments, notified by the Ministry of Corporate Affairs (MCA) and effective from April 1, 2022, bring several changes aimed at enhancing governance, compliance, and operational efficiency for LLPs in India.

What is a Limited Liability Partnership (LLP)?

An LLP is a unique hybrid entity that combines the benefits of a partnership and a company. It allows partners to enjoy limited liability protection while maintaining the flexibility of a partnership structure. This means that while the partners are jointly responsible for the LLP’s obligations, their personal assets are generally protected from being used to satisfy business debts.

Rules/ Amendment : LLP Rules, 2022

Rule or Amendment	Description
Rule 5 (Fees)	Amended to revise fee structures for various LLP transactions.
Rule 18	Amended to include provisions related to naming conflicts and directions to change LLP names.
Rule 19	Sub-rule (1) amended to address conflicts with existing trademarks or names, allowing for name change directives.
Rule 19A	Provides for allotment of new names to existing LLPs under Section 17(3) of the LLP Act if directives are not met.
Rule 37A	Introduces adjudication of penalties by appointed officers for violations under the LLP Act.
Rule 37B	Allows LLPs to file appeals within 60 days against penalties imposed by adjudicating officers using Form 33.
Rule 37C	Specifies the process for registering appeals with the regional director’s office and assigning serial numbers.
Rule 37D	Details the procedure for the regional director to hear appeals, issue written orders, and communicate decisions.
New Forms	Form No. 16A: Certificate of Incorporation under change of name due to non-compliance with directives.
	Form No. 33 – LLP ADJ: Memorandum of Appeal for challenging penalties imposed by adjudicating officers.

Allotment of Name to Existing LLPs (Rule 19A)

If an LLP fails to change its name as directed within 3 months, a new name will include ‘ORDNC’ (Order of Regional Director Not Complied), year of directive, serial number, and existing LLPIN.
Registrar of Companies updates the LLP register and issues a new certificate of LLP incorporation (Form 16A).

Adjudication of LLP Penalties (Rule 37A)

Allows Central Government to appoint adjudicating officers to determine penalties.
Officers issue orders after notices and hearings, with penalties payable via the MCA portal.

Appeal Mechanism (Rules 37B, 37C, 37D)

LLPs can appeal penalties within 60 days using Form 33.
Appeals registered by the regional director, who hears parties, issues orders, and communicates decisions.

These amendments streamline processes, enhance compliance, and facilitate smoother operations for LLPs under Indian law.

Revised Fee norms for LLP

Revised fee norms for LLPs in a table format:

Applicable Fee for LLP Registration

Sl.No	LLP Contribution Range	Applicable Fee
1	Up to Rs. 1 lakh	Rs. 500
2	Above Rs. 1 lakh but not exceeding Rs. 5 lakhs	Rs. 2,000
3	Above Rs. 5 lakhs but not exceeding Rs. 10 lakhs	Rs. 4,000
4	Above Rs. 10 lakhs but not exceeding Rs. 25 lakhs	Rs. 5,000
5	Above Rs. 25 lakhs but not exceeding Rs. 1 Crore	Rs. 10,000
6	Exceeding Rs. 1 Crore	Rs. 25,000

Applicable Fee for Filing LLP Forms

Sl.No	LLP Contribution Range	Applicable Fee
1	Up to Rs. 1 lakh	Rs. 50
2	Above Rs. 1 lakh but not exceeding Rs. 5 lakhs	Rs. 100
3	Above Rs. 5 lakhs but not exceeding Rs. 10 lakhs	Rs. 150
4	Above Rs. 10 lakhs but not exceeding Rs. 25 lakhs	Rs. 200
5	Above Rs. 25 lakhs but not exceeding Rs. 1 Crore	Rs. 400
6	Exceeding Rs. 1 Crore	Rs. 600

Fee for Recording of Appointment of a Partner (LLP Form No. 4)

Sl.No	LLP Type	Applicable Fee
1	For Small LLPs	Rs. 50
2	For Other than Small LLPs	Rs. 150

Fee for Conversion of Firm into LLP

Sl.No	Application Type	Small LLPs (in Rs.)	Other than Small LLPs (in Rs.)
1	For reservation of name under Section 16 of the Act	Rs. 200	Rs. 200
2	For direction to change the name under Section 17 of the Act	Rs. 5000	Rs. 5000
3	For striking off the name of defunct LLP under Rule 37	Rs. 500	Rs. 500

Fee for Application under Rule 18(3)

Sl.No	Application Type	Applicable Fee
1	Application for reservation of name under Rule 18(3)	Rs. 10,000
2	Application for renewal of name under Rule 18(3)	Rs. 5,000

Fee for Inspection of Documents or for Obtaining a Certified Copy

Sl.No	Application Type	Applicable Fee
1	For inspection of documents of an LLP under Section 36	Rs. 50
2	For copy or extract of any document certified by Registrar	Rs. 5/- per page or fractional part thereof

Fee for Filing by Foreign LLP

Sl.No	Application Type	Applicable Fee
1	For filing a document under Rule 34(1)	Rs. 5,000
2	For any other form, Statement of Account, Solvency, etc.	Rs. 1,000

Additional Fee for Delay in Filing LLP Forms

Sl.No	Period of Delay	Small LLPs	Other than Small LLPs
1	Up to 15 days	One Time	One time
2	More than 15 days and up to 30 days	2 times of normal filing fees	4 times of normal filing fees
3	More than 30 days and up to 60 days	4 times of normal filing fees	8 times of normal filing fees
4	More than 60 days and up to 90 days	6 times of normal filing fees	12 times of normal filing fees
5	More than 90 days and up to 180 days	10 times of normal filing fees	20 times of normal filing fees
6	More than 180 days and up to 360 days	15 times of normal filing fees	30 times of normal filing fees
7	Beyond 360 days	25 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 15 times normal filing fees plus Rs. 10 per day for everyday delay beyond 360 days	50 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 30 times normal filing fees plus Rs. 20 per day for everyday delay beyond 360 days