Limited Liability Partnership (Amendment) Rules, 2022

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)

  1. 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.
  2. Registrar of Companies updates the LLP register and issues a new certificate of LLP incorporation (Form 16A).

Adjudication of LLP Penalties (Rule 37A)

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

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

  1. LLPs can appeal penalties within 60 days using Form 33.
  2. 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

G Akshay Associates