Register of Partner; A Mandatory Compliance SBO and Its Compliance Under LLP ACT, 2008
The LLP Act, 2008 mandates stringent compliance measures regarding the Register of Partners and Significant Beneficial Ownership (SBO). Recent amendments underscore the importance of maintaining accurate records and declarations, ensuring transparency in partnership structures.
BENEFICIAL OWNERSHIP IN LLP
LLP (THIRD AMENDMENT) RULES 2023: REGISTER OF PARTNERS & BENEFICIAL INTEREST (The Ministry of Corporate Affairs, New Delhi, has issued a significant notification, G.S.R. 803(E), dated October 27, 2023, amending the Limited Liability Partnership (LLP) Rules, 2009).
22A. Register of Partners.-
(1) Every limited liability partnership shall, from the date of its incorporation, maintain a register of its partners in Form 4A which shall be kept at the registered office of the limited liability partnership(attached).
In the case of existing LLP on the date of commencement of these Rules, 2023, shall maintain the register of partners in Form 4A within 30days from such commencement. Entries must be updated within (seven) 7days of changes. Rectifications made pursuant to orders by competent authorities must be recorded.
22B. Declaration in respect of beneficial interest in any contribution:-
- A person whose name is entered in the register of partners of a Limited Liability Partnership but does not hold any beneficial interest fully or partly in contribution such person shall file with the LLP, a declaration to that effect in Form 4B within a period of 30(thirty) days from the date on which his name is entered in the register of partners specifying the name and other particulars of the person who actually holds any beneficial interest in such contributions
For changes, if any, occurs in the beneficial interest in such contribution, declaration of such change to the limited liability partnership in Form 4B.
Every person who holds or acquires a beneficial interest in contribution of a LLP but his name is not registered in the register of partners ( “the beneficial partner”) shall file with Limited Liability Partnership, a declaration disclosing such interest in Form 4C within a period of 30(thirty)days after acquiring such beneficial interest in the contribution of the Limited Liability Partnership specifying the nature of his interest, in case of changes, if any, in the beneficial interest in such contribution, the beneficial partner shall, within a period of 30(thirty) days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4C.
Upon receipt of any above declaration the LLP shall record such declaration in the register of partners and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form 4D to the Registrar in respect of such declaration with fees.
APPOINTMENT OF DESIGNATED PARTNER
Every Limited Liability Partnership shall specify a designated a partner who shall be responsible for furnishing of and extending co-operation for providing, information with respect to beneficial interest in contribution in Limited Liability Partnership to the Registrar or any other officer authorised by the Central Government and shall file information of such designated partner with the Registrar in Form 4:
If no designated partner is appointed as above, every designated partner shall be deemed to be responsible for furnishing of, and extending co-operation for providing, information with respect to beneficial interest in contribution.
Conclusion: Effective compliance with the LLP Act, 2008, particularly concerning the Register of Partners and Significant Beneficial Ownership (SBO), is critical for LLPs. These regulatory requirements aim to enhance transparency and accountability within partnerships, reinforcing trust among stakeholders and regulatory bodies alike.
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