Call us at:

+91 75 7002 1003

2022 Amendments to the Limited Liability Partnership (Amendment) Rules

By revising the Limited Liability Partnership
Rules, 2009, the Ministry of Corporate Affairs (MCA) has notified the Limited
Liability Partnership (Amendment) Rules, 2022 via a Notification dated 11th
February 2022. On April 1, 2022, the LLP (Amendment) Rules will go into force.

New rules have been added to Section 17 (3) Allotment of a new name to an existing LLP, Adjudication of penalties, and Appeal against an adjudicating officer’s order, Registration of appeal, and Regional Director’s disposition of the appeal. In addition, two new forms, Form 16A and Form 33 CG, as well as amended LLP fee regulations, were announced.

LLP (Amendment) Rules, 2022: Synopsis

Rule 5 (Fees), 18, and 19 of the Limited Liability Partnership (Amendment) Rules, 2022, have been changed. The following rules were also added by this new rule.

  • Rule 19A — Assigning a new name to an established LLP under section 17 sub-part (3)
  • Rule 37 A – Penalty adjudication
  • Rule 37B – Appeals from an adjudicating officer’s decision
  • Registrar of appeals (Rule 37C)
  • Rule 37D – Regional Director’s decision on an appeal

Through the Limited Liability Partnership (Amendment) Rules, 2022, the MCA additionally announced the following forms:

  • New Forms- FORM NO. 16A – Certificate of Incorporation for a
  • change of name due to a failure to comply with a Regional Director’s order
  • LLP ADJ – Memorandum of Appeal FORM NO. 33

2009 Amendment To Rule 19 (1) Of The LLP Rules

The 2022 Limited Liability Partnership (Amendment) Rules changed Rule 19 and replaced it with a sub-rule (1). A limited liability partnership, a company, or the owner of a registered trademark under the Trade Marks Act, 1999 (47 of 1999) that already has a name or trademark that is similar to or too nearly resembles the name or new name of a limited liability partnership incorporated later may apply tothe Regional Director in Form 23 to give a direction to that limited liability partnership incorporated later.

The holder of a registered trademark must apply within three years after the date of the limited liability partnership’s incorporation, registration, or name change under the Act.

Rule 19A: Allotment of a Name to an Existing LLP

As previously stated, the MCA has established new regulation
19A, which allows an existing LLP to be given a new name under Section 17(3) of
the LLP Act, 2008.

If an LLP does not change its name within three months after receiving directions under Section 17(1) of the LLP Act, the new name of the LLP will be a combination of the following:

      ‘ORDNC’ is a set of letters (Order of Regional Director Not Complied)

      The year in which a direction is passed

      Number of occurrences

      LLPINs that already exist

      New Form 16A, Certificate of LLP Incorporation

 The Registrar of Companies will update the LLP register with the new name and issue a new Form 16A certificate of LLP incorporation.

On official correspondence, bills, and publications, LLPs whose names have been changed by the Registrar of Companies should follow Section 21 of the LLP Act and include the statement ‘Order of Regional Director Not Complied (under section 17 of the LLP Act, 2008)’ underneath their name. Note that if the LLP later changes its name by Section 19 of the LLP Act, no such disclosure is required.

Adjudication of LLP Penalties

Rule 37 A — Penalty Adjudication

LLP penalties are now adjudicated under the new regulation 37A. For adjudicating penalties under the LLP Act, the Central Government can select any officer, not below the level of Registrar as adjudicating officers.

After sending notice and hearing the LLP’s concerned person, the adjudicating officer can issue a penalty order against the LLP. The order copy will be sent to the LLP’s partner/designated partner and the regional director by the adjudicating officer. The penalty must be paid only through the MCA portal by the LLP.

Registrar of Appeals (Rule 37C)

When the appeal is complete, the regional director’s office will register it and assign it a serial number. The regional director will send notice to the adjudicating director whose order is being appealed.

Rule 37D - Regional Director's Decision On An Appeal

The regional director will hear both sides of the appeal and issue a written decision. The adjudicating officer, the appellant (LLP that filed the appeal), and the Central Government shall be notified of the regional director’s decision.

Revised Fees For LLPs

The Limited Liability Partnership (Amendment) Rules, 2022, also replaced the current Annexure A with revised fee requirements for LLPs.

Applicable Fees For LLP Registration

The charge for registering a Limited Liability Partnership, as well as converting a firm, a private company, or an unlisted public company into a Limited Liability Partnership, is announced in the (Amendment) Rules, 2022.

S No.

LLP Contribution

Applicable Fee

1

Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh

Rs. 500

2

Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs

Rs. 2,000

3

Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs

Rs. 4,000

4

Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs

Rs. 5,000

5

Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore

Rs.10,000

6

Limited Liability Partnership whose contribution exceeds Rs. 1 Crore

Rs. 25,000

Fees For Filling Out LLP Forms

S No.

LLP Contribution

Applicable Fee

1

Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh

Rs. 50

2

Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs

Rs. 100

3

Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs

Rs. 150

4

Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs

Rs. 200

5

Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore

Rs. 400

6

Limited Liability Partnership whose contribution exceeds Rs. 1 Crore

Rs. 600

Fee For The Recording Of A Partner's Appointment

Fee for submitting, registering, or recording in LLP Form No. 4 a notification of appointment, cessation, change of name, address, designation of a partner or designated partner, intimation of Designated Partner Identification Number, and consent to become a partner or designated partner:

S No.

LLP Type

Applicable Fee

1

For Small LLPs

Rs. 50

2

For Other than Small LLPs

Rs. 150

Fee For Converting A Partnership To An LLP

Fees for all applications except those for converting a firm, a private company, or an unlisted public corporation into an LLP are as follows:

S No.

Application

Small LLPs (in rupees)

Other than Small LLPs (in rupees)

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 Limited Liability Partnership under rule 37

Rs. 500

Rs. 500

Fee For An Application Under Rule 18 (3)

S 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. 5000

Fee For Inspection Of Documents Or For Obtaining A Certified Copy

S 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 under section 36 to be certified by Registrar

Rs. 5/- per page or fractional part thereof

Fee For Filing Any Form By Foreign Limited Liability Partnership

The following is the fee for filing any form by a foreign limited liability partnership:

Fee for filing any form, Statement of Accounts and Solvency, notice, or document by a foreign limited liability partnership.

S No.

Application Type

Applicable Fee

1

For filing a document under rule 34(1)

Rs. 5,000

2

Any other form or Statement of Account and Solvency or notice or document

Rs. 1,000

 

Additional Fee Applicable For Delay In Filing Of LLP Forms

S No.

Period of delays

Small LLPs

Other than Small LLPs

1

Upto 15 days

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.