LIMITED LIABILITY PARTNERSHIP (SECOND AMENDMENT) RULES, 2022

The Ministry of Corporate Affairs (MCA) vide Notification dated March 4, 2022, has issued ‘Limited Liability Partnership (Second Amendment) Rules, 2022, to further amend the existing Limited Liability Partnership Rules, 2009, which shall come into force on the date of its publication in the Official Gazette.

Following are the major amendments:

1. Rule 11(1) – Application FiLLip for appointment of 5 DP’s without DPIN/DIN
   The application in FiLLip, now 5 DPIN’s can be applied for instead of 2 earlier. The amendment has eased the procedure of appointing more than two DPs (not having DPIN/ DIN) subject to maximum of five DPs at the time of incorporation itself.
2. Rule 11 (3) – PAN and TAN to be applied with Certificate of Incorporation
   PAN & TAN will be allotted with the Certificate of Incorporation. Earlier the LLP’s were required to apply separately for PAN and TAN unlike the process of incorporation of Company where PAN and TAN was part of SPICE application. However, by this amendment the same will be included alongwith incorporation form.
3. Rule 24(6) – Signatures on Statement of Account and Solvency in case of CIRP process initiated against Company

Statement of Account and Solvency shall be signed on behalf of the limited liability partnership by its designated partners. Where the Corporate Insolvency Resolution Process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or the Limited Liability Partnership Act, 2008 (06 of 2009) has come under liquidation under the said Code, 2016 or the said Act, 2008, the said Statement of Account and Solvency may be signed on behalf of the limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator.

4. Insertion of Proviso – Rule 25(2) – In continuation to aforesaid point of signatures on Statement of Account and Solvency in case of CIRP process initiated against Company

Where the Corporate Insolvency Resolution Process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or the Limited Liability Partnership Act, 2008 (06 of 2009) having turnover upto five crore rupees during the corresponding financial year or contribution upto fifty lakh rupees has come under liquidation under the said Code, 2016 or the said Act, 2008, the said annual return may be signed on behalf of the limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator and no certification by a designated partner shall be required.

5. Rule 34(3)(ii)(c) – Form 29 is merged into Form 28.

Form 29 is merged into Form 28.

Form 29 was filed for the following purposes: Notice of (A) alteration in the certificate of incorporation or registration; (B) alteration in names and addresses of any of the persons authorised to accept service on behalf of a foreign limited liability partnership (FLLP); (C) alteration in the principal place of business in India of FLLP; (D) cessation to have a place of business in India.(Form 28 is for Return of alteration in the incorporation document or other instrument constituting or defining the constitution; or the registered or principal office; or the partner or designated partner of limited liability partnership incorporated or registered outside India)

6. Rule 36(6) – Reply to Registrar in Form 32

Reply to the Registrar under Rule 36(6) shall be given in form 32.

7. Other points to be noted of the amendment:
8. In Form FiLLiP, the basic details of the Designated Partners can be fetched from the Digi Locker Database;
9. LP Formation Process has became web based like the SPICE+ Forms;
10. All e-forms of LLP have now become web based like SPICE+;
11. In Form FiLLiP, Latitude and longitude of the address of the Registered Office of the LLP is compulsory to mention;
12. It shall be noted that every change in LLP Deed will have to be marked in Form 3 with precise information. (Earlier just deed was to be attached);
13. Now, Form 8 (Statement of Solvency and Annual Return) will specifically include Contingent Liability reporting;
14. Now, Form 9 [Consent of to act as a Partner] will be web based (earlier, it was offline format which has to be physically signed by the Partners1). As Form 9 has become web based, resultantly, all Designated Partner’s Digital Signatures will be required at the time of Incorporation of LLP; [Earlier only 1 DSC of any one DP was required.]
15. Now, Penalties and Compounding of offences shall be mentioned in the Form 11 (Annual Return);
16. Place of maintenance of Accounts other than Registered office of LLP where service of notice can be made is notified shall be intimated in Form 12.

The aforesaid amendment can be referred at the following MCA weblink:

https://www.mca.gov.in/bin/dms/getdocument?mds=iorXjBHYBr94XltGw2NNBA%253D%253D&type=open

Disclaimer:  This Article is only a knowledge sharing initiative and is based on the Relevant Provisions as applicable and as per the information existing at the time of the preparation. In no event RMPS & Co. or the Author or any other persons be liable for any direct and indirect result from this Article or any inadvertent omission of the provisions, update etc if any.

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