Introduction: Discover the recent amendments to Limited Liability Partnership (LLP) rules with the Ministry of Corporate Affairs (MCA) notification dated October 27, 2023. This article sheds light on the introduction of mandatory statutory registers for LLPs, emphasizing the importance of compliance and transparency.
New LLP Rules 2023: Statutory Registers Unveiled by MCA
SHORT SUMMARY:
The author will cover the “Details about Statutory Registers of LLP ” in this column.
The MCA has issued a Notification. Dated: October 27th, 2023 -Subject: Limited Liability Partnership (Third Amendment) Rules, 2023.
The concept of LLP introduced in India in 2008. Since 2008 there have been no provisions of mandatory preparation of Statutory Registers in LLP. However, now the government is increasing compliances on LLP and seems want to control the LLP like Companies.
The Ministry of Corporate Affairs, in its drive to enhance transparency, investor protection and corporate governance, has notified amendments in the LLP Act, 2008 read with LLP Rules.
In accordance with the said rules, LLP’s also have to prepare the Statutory Registers of LLP’s.
MCA has given 30 days’ time to all the LLP in existence on 27 October 2023 prepare statutory registers till 26 November 2023.
Provisions of LLP Act, 2008:
- Rule 22A- Register of Partners
A. APPLICABILITY:
The latest amendment in LLP Rules in respect of Statutory Registers are applicable to all the LLP’s (Small or Non-Small).
It is applicable on the LLP’s is in existence on the date of amendment i.e. 27 October, 2023 and all the LLP’s to be incorporated on or after 27 October, 2023.
Small Company
“Small Limited Liability Partnership” means a limited liability partnership—
- the contribution of which, does not exceed twenty-five lakh rupees (Rs. 25,00,000/-) or such higher amount, not exceeding five crore rupees, as may be prescribed; and
- the turnover of which, as per the Statement of Accounts and Solvency for the immediately preceding financial year, does not exceed forty lakh rupees (Rs. 40,00,000/-) or such higher amount, not exceeding fifty crore rupees, as may be prescribed; or
which meets such other requirements as may be prescribed, and fulfils such terms and conditions as may be prescribed;’;
INTRODUCTION
MCA has added Rule 22A after Rule 22. As per the amendment,
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:
Que : What is form No in which Partners Register required to be prepared?
Ans: The LLP Partner register should be prepared on Form 4A. if you want format drop msg to us on WhatsApp with your details.
A. Information required to mention in the Register of Partner:
The register of partners shall contain the following particulars, in respect of each partner, namely: –
a) name of the partner;
b) address (registered office address in case the member is a body corporate);
c) be-mail address;
d) Permanent Account Number or Corporate Identification Number;
e) Unique Identification Number, if any;
f) father or mother or spouse’s name;
g) occupation; status;
h) Nationality;
i) name and address of nominee;
j) date of becoming partner;
k) date of cessation;
l) amount and nature of contribution (indicating tangible, intangible, movable, immovable or other benefit to the limited liability partnership, including money, promissory notes, other agreements to contribute cash or property, and contracts for services performed or to be performed) with monetary value; and
m) any other interest, if any,
PROCESS OF COMPLIANCES:
A. LLP in Existence on 27 October 2023:
A LLP which is in existence on 27 Oct 2023 needs to prepare Register of Partner within 30 days (i.e. 26 Nov 2023) of commencement of these rules.
A. LLP have to accumulate information of partners since Incorporation.
B. LLP Agreement are the most reliable source to accumulate information.
C. Details in Partner register should be in pattern from first partner to till date.
Que: Whether LLP can prepare register with details of partner as on 27 October 2023 instead of earlier information?
Ans: As per Rule 22A Every limited liability partnership shall, from the date of its incorporation, maintain a register of its partners in Form 4A. Therefore, it is mandatory to mention the information of all the partners since incorporation.
B. LLP Incorporated on or after 27 October 2023:
Every LLP Incorporated on or after 27 October 2023 need to prepare register of Partner immediately after Incorporation of the LLP.
C. Any amendment in Register of Partners:
The entries in the register maintained under this rule shall be made within seven days pursuant to any change made in the contribution amount, or in name and details of the partners in the Limited Liability Partnership agreement, or in cases of cessation of partnership interest.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).
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