LLP (Amendment) Act, 2021 (Comparison with Principal Act, 2008) Part II

CS Ashish Agarwal 08 Jul 2022 975 Views 0 comment Print Company Law | Articles

PART II of Comparison between Old Act {Limited Liability Partnership Act, 2008} & New/Amended Act {Limited Liability Partnership (Amendment) Act, 2021}

Also Read: LLP (Amendment) Act, 2021 (Comparison with Principal Act, 2008) Part 1

Part 2 (Substituted Sections)

Section 1 to 35

Amendment of Section 2 (Clause {s}) [Definitions] Substituted	Old Provision	“Registrar” means a Registrar, or an Additional, a joint, a Deputy or an Assistant Registrar, having the duty of registering companies under the Companies Act, 1956
	New Provision	“Registrar” means a person appointed by the Central Government as Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purpose of this Act or the Companies Act, 2013, as the Case may be
Amendment of Section 10 (Sub-Section 2) [Punishment of Contravention] Substituted	Old Provision	“(2) If the LLP contravenes the provisions of Sub-Section (4) and Sub-Section (5) of Section 7, Section 8 or Section 9, the LLP and its every partner shall be punishable with fine which shall not be less than 10,000/-but which may extend to 1,00,000/-”
	New Provision	“(2) If the LLP contravenes the provisions of Sub-Section (4) of Section 7, such LLP and its every designated partner shall be liable to a penalty of 5,000/- and in case of continuing contravention, with a further penalty of 100/- for each day after the first during which such contravention continues, subject to a maximum of 50,000/- for the LLP and 25,000/- for its every designated partner (3) If the LLP contravenes the provisions of Sub-Section (5) of Section 7 or Section 9, such LLP and its every partner shall be liable to a penalty of 10,000/- and in case of continuing contravention, with a further penalty of 100/- for each day after the first during which such contravention continues, subject to a maximum of 1,00,000/- for the LLP and 50,000/- for its every partner”
Amendment of Section 13 (Sub-Section-4) [Registered Office of LLP & Changes therein] Substituted	Old Provision	“If the LLP contravenes any provisions of this Section, the LLP and its every partner shall be punishable with fine which shall not be less than 2,000/- but which may extend to 25,000/-”
	New Provision	“If any default is made in complying with the requirements of this Section, the LLP and its every partner shall be liable to a penalty of 5,000/- for each day during which the default continues, subject to a maximum of 50,000/- for the LLP and its every partner”
Amendment of Section 15 (Sub-Section 2 Clause{b}) [Name of LLP] Substituted	Old Provision	“identical or too nearly resembles to that of any other partnership firm or LLP or body corporate or a registered trade mark, or a trade mark which is the subject matter of an application for registration of any other person under the Trade Marks Act, 1999”
	New Provision	“identical or too nearly resembles to that of any other LLP or a company or a registered trade mark of any other person under the Trade Marks Act, 1999”
Amendment of Section 17 [Changes of name of LLP] Substituted	Old Provision	“(1) Notwithstanding anything contained in sections 15 and 16, where the Central Government is satisfied that a limited liability partnership has been registered (whether through inadvertence or otherwise and whether originally or by a change of name) under a name which (a) is a name referred to in sub-section (2) of section 15; or (b) is identical with or too nearly resembles the name of any other limited liability partnership or body corporate or other name as to be likely to be mistaken for it, the Central Government may direct such limited liability partnership to change its name, and the limited liability partnership shall comply with the said direction within three months after the date of the direction or such longer period as the Central Government may allow. (2) Any limited liability partnership which fails to comply with a direction given under sub-section (1) shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees and the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees”
	New Provision	(1) Notwithstanding anything contained in sections 15 and 16, if through inadvertence or otherwise, a limited liability partnership, on its first registration or on its registration by a new body corporate, its registered name;”>name, is registered by a name which is identical with or too nearly resembles to— (a) that of any other limited liability partnership or a company; or (b) a registered trade mark of a proprietor under the Trade Marks Act, 1999,as is likely to be mistaken for it, then on an application of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction: Provided that an application of the proprietor of the registered trade marks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act. (2) Where a limited liability partnership changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement. (3) If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter:
Amendment of Section 21 (Sub-Section 2) [Publication of name and limited liability] Substituted	Old Provision	“Any limited liability partnership which contravenes the provisions of sub-section (1) shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees”
	New Provision	“If the limited liability partnership contravenes the provisions of this section, the limited liability partnership shall be liable to a penalty of ten thousand rupees”
Amendment of Section 25 (Sub-Section 4) [Registration of changes in partners] Substituted	Old Provision	“If the limited liability partnership contravenes the provisions of sub-section (2), the limited liability partnership and every designated partner of the limited liability partnership shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees”
	New Provision	“If the limited liability partnership contravenes the provisions of sub-section (2), the limited liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees”
Amendment of Section 25 (Sub-Section 5) [Registration of changes in partners] Substituted	Old Provision	“If any partner contravenes the provisions of sub-section (1), such partner shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees.”
	New Provision	“If the contravention referred to in sub-section (1) is made by any partner of the limited liability partnership, such partner shall be liable to a penalty of ten thousand rupees”
Amendment of Section 34 (Sub-Section 5) [Maintenance of BOA, Other Records & Audit, etc] Substituted	Old Provision	“ (5) Any limited liability partnership which fails to comply with the provisions of this section shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees”
	New Provision	“ (5) Any limited liability partnership which fails to comply with the provisions of sub-section (3), such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every designated partner” New Provision Inserted after Clause (5) “(6) Any limited liability partnership which fails to comply with the provisions of sub-section (1), sub-section (2) and sub-section (4), such limited liability partnership shall be punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees and every designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees, but may extend to one lakh rupees”
Amendment of Section 35 (Sub-Section 2 & 3) [Annual Return] Substituted	Old Provision	Substituted “(2) Any limited liability partnership which fails to comply with the provisions of this section shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees.” Deleted “(3) If the limited liability partnership contravenes the provisions of this section, the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees”
	New Provision	“(2) If any limited liability partnership fails to file its annual return under sub-section (1) before the expiry of the period specified therein, such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for designated partners”
Amendment of Section 35 (Sub-Section 2 & 3) [Annual Return] Substituted	Old Provision	Substituted “(2) Any limited liability partnership which fails to comply with the provisions of this section shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees.” Deleted “(3) If the limited liability partnership contravenes the provisions of this section, the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees”
	New Provision	“(2) If any limited liability partnership fails to file its annual return under sub-section (1) before the expiry of the period specified therein, such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for designated partners”