Brief: LLP Form 8 (Statement of Account and Solvency) is not a cover sheet for financial statements. The LLP’s statement of assets and liabilities and statement of income and expenditure are entered in the webform itself, along with a solvency declaration. The current MCA V3 instruction kit prescribes no mandatory upload of the signed accounts or audit report for the Statement of Account and Solvency purpose; it permits optional attachments. Every figure entered in the form must nevertheless agree with the LLP’s final accounts. The article also explains the difference between the audit exemption as worded in Rule 24(8) and the auditor-certification requirement stated in the MCA instruction kit.
Is Attaching Financial Statements Mandatory with LLP Form 8?
Short Answer
Neither Section 34 of the Limited Liability Partnership Act, 2008, Rule 24 of the LLP Rules, 2009, nor the current Form 8 instruction kit requires the LLP’s separately prepared balance sheet and statement of income and expenditure to be uploaded for the annual Statement of Account and Solvency filing. The relevant financial particulars are entered in Form 8 itself. Where auditor certification is required, the instruction kit calls for the form to be certified by the auditor; it does not list the audit report as a mandatory attachment.
The separate MSME disclosure attachment referred to in guidance for an earlier version of Form 8 is not listed as a mandatory attachment for this purpose in the current instruction kit. An LLP may upload audited accounts, its audit report or an explanatory disclosure using the optional-attachment facility where appropriate. Such an upload does not replace accurate completion and certification of Form 8.
Applicable Legal Provisions
| Provision | What it does |
|---|---|
| Section 34(1), LLP Act, 2008 | Requires every LLP to maintain proper books of account. |
| Section 34(2) | Requires preparation of a Statement of Account and Solvency within six months of the financial year end. |
| Section 34(3) | Requires the statement to be filed with the Registrar each year in the prescribed form and within the prescribed time. |
| Section 34(4) | Deals with audit of LLP accounts in accordance with the Rules and permits exemption of specified classes by notification. |
| Section 34(5) | Provides for penalty for failure to comply with the filing requirement under Section 34(3). |
| Rule 24(4), (6) and (7), LLP Rules, 2009 | Prescribes filing of Form 8 within 30 days from the end of six months of the financial year and deals with its signing and approval by designated partners. |
| Rule 24(8) and its provisos | Set out the audit requirement, the stated exemption for smaller LLPs and the partners’ acknowledgement where eligible accounts are not audited. |
| Sections 2(1)(ta) and 76A, LLP Act | Deal respectively with the definition of a small LLP and reduced penalties for eligible small LLPs. |
| Section 22, MSMED Act, 2006 | Requires a buyer whose annual accounts must be audited under any law to furnish specified information about dues to micro and small enterprise suppliers in its annual statement of accounts. |
| MCA instruction kit for LLP Form No. 8 | Explains the V3 webform’s attachments, signatures, certification, fees and processing requirements. |
Relevant Extracts (Simplified)
Section 34(3): Every LLP must file its Statement of Account and Solvency with the Registrar each year in the prescribed form and manner.
Rule 24(8), first proviso: An LLP whose turnover does not exceed ₹40 lakh or whose contribution does not exceed ₹25 lakh is not required to get its accounts audited. The significance of the word “or” is discussed below.
MCA instruction kit: The webform permits up to five optional attachments. It states that where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, the form should be certified by the auditor of the LLP.
Legal Position
What Form 8 contains. Part A contains the solvency declaration, while Part B contains the Statement of Account, with figures entered under the applicable heads. The LLP therefore files financial particulars through the form itself. This differs from a company’s AOC-4 filing, under which financial statements are attached.
What must be attached. Section 34 and Rule 24 do not prescribe a separate upload of the balance sheet or income and expenditure statement. For the Statement of Account and Solvency purpose, the current MCA instruction kit provides an optional-attachment field. Attachments relating to creation, modification or satisfaction of a charge concern the separate charge purpose of Form 8 and should not be treated as mandatory attachments to every annual filing.
Audited versus non-audited LLPs. The designated partners sign the Statement of Account and Solvency. Where the MCA instruction kit requires auditor certification, the auditor also certifies the webform. In cases eligible to remain unaudited, the applicable designated partner certification and the partners’ acknowledgement contemplated by the third proviso to Rule 24(8) must be included.
The first proviso to Rule 24(8) uses “or”. On a literal reading, an LLP may qualify for the audit exemption if either its turnover does not exceed ₹40 lakh or its contribution does not exceed ₹25 lakh. The MCA instruction kit, however, calls for auditor certification of Form 8 when either amount exceeds its limit. These are distinct propositions: an instruction kit does not amend the Rule, but its certification requirement affects how the webform can be filed. Where only one limit is crossed, the LLP should consider and document its legal position and the portal’s certification requirement before filing. The prudent filing approach is to arrange an audit and auditor certification where either limit is exceeded, while recognising that the Rule’s wording gives rise to an interpretational question.
MSME disclosure. Section 22 of the MSMED Act places the specified disclosure in the annual statement of accounts of a buyer whose accounts must be audited under any law. An applicable LLP must therefore make the required disclosure in its accounts even though the current Form 8 instruction kit does not prescribe a separate MSME attachment for the Statement of Account and Solvency filing.
Exemptions and Relaxations
A small LLP, as defined in Section 2(1)(ta), is eligible for the reduced penalties provided under Section 76A. The Form 8 instruction kit also prescribes lower additional filing fees for small LLPs than for other LLPs. For a delay exceeding 180 days but not exceeding 360 days, the additional fee is 15 times the normal filing fee for a small LLP and 30 times for another LLP. Beyond 360 days, the respective amounts are 15 times the normal fee plus ₹10 per day, and 30 times the normal fee plus ₹20 per day, for the delay beyond 360 days.
These small LLP provisions should not be confused with the differently worded audit exemption under Rule 24(8). An LLP whose turnover and contribution are both within the Rule 24(8) limits is not required to have its accounts audited, unless its partners choose to do so in accordance with that Rule.
Practical Interpretation
| Situation | What to do |
|---|---|
| LLP whose accounts are not audited | Complete Parts A and B from finalised accounts, obtain the designated partners’ signatures and applicable certification, and include the partners’ acknowledgement required by Rule 24(8). A separate upload of the accounts is optional. |
| Audited LLP | Complete Form 8 from the audited accounts and obtain auditor certification where required. Consider whether the audited accounts, audit report or explanatory disclosures should be uploaded as optional attachments. |
| Turnover or contribution exceeds only one audit threshold | Consider the wording of Rule 24(8), document the audit decision and address the auditor-certification requirement in the MCA instruction kit before filing. |
| Item not fitting a specified financial head | Use “Others”, stating its nature and amount as directed by the instruction kit. An optional attachment may provide further explanation where useful. |
| Contribution figure | Reconcile the figure to the LLP’s accounts and relevant statutory filings, including Form 11 where applicable. Resolve any difference before filing. |
| Before signing and submission | Check every figure and attachment. The instruction kit states that Form 8 is processed in STP mode and has no resubmission facility. |
Late filing attracts additional fees under the LLP Rules. Failure to comply with Section 34(3) can separately attract the penalty under Section 34(5). The applicable fee and penalty should be checked for the particular default rather than assuming that payment of an additional filing fee settles every compliance consequence.
Example
ABC LLP has contribution of ₹20 lakh and turnover of ₹1.2 crore for FY 2025–26. Its turnover exceeds ₹40 lakh, but its contribution does not exceed ₹25 lakh. A literal reading of the first proviso to Rule 24(8) raises a question whether ABC LLP remains eligible for the audit exemption. The MCA Form 8 instruction kit nevertheless calls for auditor certification because its turnover exceeds ₹40 lakh. ABC LLP should resolve and document the audit and certification position before filing. Following the prudent filing approach, it would obtain an audit, complete Part B from the audited accounts and have Form 8 certified by its auditor. The form is ordinarily due by 30 October 2026. The audited accounts and audit report may be uploaded as optional attachments; they are not listed as mandatory uploads for this filing purpose.
Conclusion
Attaching separately prepared financial statements to LLP Form 8 is not mandatory for the annual Statement of Account and Solvency filing under the current instruction kit. The LLP must still maintain proper books, prepare accurate accounts, report matching figures in the webform, obtain the applicable signatures and certification, and file on time. Where either audit threshold is crossed, the LLP should address the difference between Rule 24(8)’s wording and the MCA instruction kit before submission. The live form and instruction kit should be checked at the time of filing.
Author: CS Divesh Goyal, Goyal Divesh & Associates, Company Secretary in Practice, Delhi. Email: [email protected].
