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.
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.
Through the Limited Liability Partnership (Amendment) Rules, 2022, the MCA additionally announced the following forms:
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.
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.
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.
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.
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.
The Limited Liability Partnership (Amendment) Rules, 2022, also replaced the current Annexure A with revised fee requirements for LLPs.
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 |
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 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 |
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 |
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 |
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 |
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 |
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. |