The Ministry of Corporate Affairs (MCA) vide its Notification dated 04th March, 2022 has notified 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.
| Sr. No. | Amendment | Effect/ Comments |
| 1 | Substitution: Rule 11(1) second proviso
for the word “two” word “five” shall be substituted. |
Amended proviso:
Provided further that the application for allotment of DPIN shall not be made by more than two five individuals in Form FiLLiP. This is a great step towards easing 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 | Insertion: Rule 11(3)
after the words and figures “Form 16” the following words shall be inserted: “and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department.” |
Amended provision:
The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16 and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department. This is again an amazing step taken by the Ministry. Until now, the LLPs were required to apply for PAN and TAN separately and was not included in the process of incorporation like in the case of Companies wherein PAN and TAN application is a part of SPICE PLUS. Post to this amendment, PAN and TAN shall be allotted to LLPs with the COI itself. |
| 3 | Substitution: Rule 19(4)
The person making the application shall attach a copy of the incorporation certificate of the limited liability partnership or the company or the registration certificate of the entity, as the case may be. |
Vide this amendment, the requirement of attaching the authority under which such person is making an application under Rule 19 is taken down. |
| 4 | Substitution: Rule 24(6)
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. |
Post to this amendment, in cases where CIRP has been initiated against an LLP then the Statement of Account and Solvency may be signed by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator. |
| 5 | Insertion: Rule 25(2) proviso
Provided that 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. |
Self-explanatory. |
| 6 | Substitution: Rule 34(3)(ii)(c)
for the words and figures “Form 29”, the words and figures “Form 28” shall be substituted. |
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. |
| 7 | Substitution: Rule 34(8)
for the words and figures “Form 29”, the words and figures “Form 28” shall be substituted. |
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| 8 | Insertion: Rule 36(6)
after the word, bracket and figure “sub- rule (7)”, the words and figures “in form 32” shall be inserted. |
Reply to the Registrar under Rule 36(6) shall be given in form 32. |
| 9 | Substitution: Rule 37(1A)(II)
for the words and figures “enclose along with Form 24”, the words and figures “furnish in Form 24” shall be substituted. |
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| 10 | Apart from the above, the following forms are also amended:
a. RUN LLP b. FiLLiP c. Form 3 d. Form 4 e. Form 5 f. Form 8 g. Form 9 h. Form 11 i. Form 12 j. Form 15 k. Form 16 l. Form 17 m. Form 18 n. Form 22 o. Form 23 p. Form 24 q. Form 25 r. Form 27 s. Form 28 t. Form 31 u. Form 32 |
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FULL TEXT OF THE NOTIFICATION IS AS FOLLOWS:-
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 04 March, 2022
G.S.R. 173(E). – In exercise of the powers conferred by sub-sections (1) and (2) of section 79 of the Limited Liability Partnership Act, 2008 (6 of 2009), the Central Government hereby makes the following rules further to amend the Limited Liability Partnership Rules, 2009, namely: –
1. Short title and commencement. – (1) These rules may be called the Limited Liability Partnership (Second Amendment) Rules, 2022. Limited
(2) They shall come into force from the date of its publication in the Official Gazette.
2. In the Limited Liability Partnership Rules, 2009 (hereinafter referred to as the said rules), in rule 11,-
(a) in sub-rule (1), in the second proviso, for the word “two’, the word “five” shall be substituted;
(b) in sub-rule (3), after the word and figures “Form 16.”, the following words shall be inserted, namely:-
“and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department’.
3. In rule 19 of the said rules, for sub-rule (4), the following sub-rule shall be substituted, namely:-
” (4)The person making the application shall attach a copy of the incorporation certificate of the limited liability partnership or the company or the registration certification of the entity, as the case may be.”.
4. In rule 24 of the said rules, for sub-rule (6) of, the following sub-rule shall be substituted, namely :-
“(6) 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 limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator. “.
5. In rule 25 of the said rules, for sub-rule (2) of, the following proviso, shall be inserted, namely:-
‘ Provided that 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 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?
6. In rule 34 of the said rules,-
(a) in sub-rule (3), in clause (ii), in sub-clause (c), for the word and figures ‘Form 29’, the word and figures “Form 28” shall be substituted;
(b) in sub-rule (8), for the word and figures “Form 29”, the word and figures “Form 28′ shall be substituted;
7. In rule 36 of the said rules, in sub-rule (6), after the word, brackets and figure “sub-rule (7)”, the words and figures In Form 32′. shall be inserted;
8. In rule 37 of the said rules, in sub-rule (1A), in clause (II), for the words and figures “enclose along with Form 24′, the words and figures “furnish in Form 24” shall be substituted.
9. In the said rules, for RUN LLP, FiLLiP, Form 3, Form 4, Form 5, Form 8, Form 9, Form 11, Form 12, Form 15, Form 16, Form 17, Form 18. Form 22, Form 23, Form 24. Form 25, Form 27, Form 28. Form 31 and Form 32, the following shall be substituted, namely,-
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10. In the principal rules, the Form 29 shall be omitted.
[F. No. 01/03/2021-CL.V- Part IV]
K.V.R. MURTY, Jt. Secy.
Note: – The principal rules, were published in the Gazette of India vide notification number G.S.R. 229 (E) dated the 01st April, 2009 and last amended vide notification number G.S.R 109 (E) dated the 11th February, 2022.
Download Limited Liability Partnership (Second Amendment) Rules, 2022
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Disclaimer: The author is based in Jabalpur and is a Practicing Company Secretary dealing in Corporate, Legal & Taxation Laws. The information contained in this write up, as provided by the author, is to provide a general guidance to the intended user. The information should not be used as a substitute for specific consultations. Author recommends that professional advice is sought before taking any action on specific issues.
The author can also be reached at cstanveersaluja@gmail.com.
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