LLP Amendment Act, 2021 has brought multiple changes in the LLP Act, 2008. This was the first time that any changes were made in the LLP Act since its inception in the year 2008. These amendment have been made to bring the provisions of LLP Act, 2008 in line with that of Companies Act, 2013. These are also aimed towards promoting ease of doing imitative of Government of India. Here is a list of all the major amendments made by LLP Amendment Act, 2021:
1) Introduction of concept of Small LLP: Small LLP means and includes an LLP
> Whose total contribution does not exceed Rs. 25,00,000 or such higher amount as may be prescribe by government, but in no case shall exceed Rs. 5 Crores.
> Whose total turnover in any financial year does not exceed Rs. 40,00,000 or such higher amount as may be prescribe by government, but in no case shall exceed Rs. 50 Crores.
2) Start-up LLP: Central Government may notify certain LLPs Startup LLP. However, there is no specific criteria provided in the act for classification of an LLP as Start-up LLP.
3) Section 17 of the old Act has been fully amended by the new act. Section 17 of the new act provides:
A LLP may be directed by Central Government to change its name if-
There is a limitation period imposed by the new Act on the proprietor of registered trademark for making an application to the central government for raising an objection in case the name of any LLP is identical with or too nearly resembles the registered trademark of the proprietor. In this case the proprietor has the time limit of 3 years from the date of incorporation of the LLP or change of name by the LLP, for making a request to direct the LLP to change the its name.
In such case the LLP is bound to change its name within a period of 3 months from the date of direction by Central Government. If the LLP does not comply with the order of CG within 3 months, ROC may itself change the name of the LLP consisting of the following elements in the given Sequence:
a) ORDNC (Order of RD not complied)
b) Serial Number
c) Year of passing the direction
d) Existing LLPIN
4) Section 34A: This is a new section introduced by the LLP Amendment Act, 2021. This section states that Central Government may in consultation with NFRA prescribe the Accounting and Auditing Standard(s) for class or classed of LLPs.
5) Section 39: Section 39 of the LLP Act has been totally amended by the LLP Amendment Act, 2021. New Section provides for the compounding of offences committed by the LLP or its partners. The process of compounding shall be as follows:
* Regional Director or any officer below the rank of Regional Director who is authorized by the central government in this regard may compound the offences which are punishable with fine only.
* Application for compounding shall be made to the Registrar of Companies first, then ROC shall forward the same to the RD along with his comment in this regard.
* In no case the amount payable on compounding shall exceed the maximum amount of penalty which may be imposed under this act for the offence so compounded.
* No compounding of an offence shall be done if the same offence was compounded during the Three years preceding the date of such application for compounding.
6) Section 67A, 67B, 67C: These are new sections introduced by the LLP Amendment Act, 2021. These sections deals with provisions related to the establishment and Powers of the Special Courts to try and dispose off the offences committed under the LLP Act, 2008.
7) Section 68A: This is a new Section inserted by LLP Amendment Act, 2021. This section states that, Central Government shall establish such number of registration offices at such places as it thinks fit, specifying their jurisdiction for the purpose of registration of LLP and to discharge various functions under the LLP Act, 2008.
8) Section 69: This is a new Section inserted by LLP Amendment Act, 2021. This section states that different fee or additional fee may be prescribed for different classes of limited liability partnerships
9) Section 73: This section has been completely omitted by the LLP Amendment Act. This section used to provide for the Penalty for non-compliance with the order of NCLT. So now, no penalty can be imposed for non-compliance with the order of NCLT.
10) Section 74: This section has been totally amended. This section deals with General Penalty. The amended section provides that if there is no penalty provided for any offence under the act, then such offence shall be liable to a penalty of Rs. 5000, and in case of a continuing contravention with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees.
11) Section 76A: LLP Amendment Act, 2021 has introduced this new section. This section provides for the lesser penalty for non-compliance by Small or Start-up LLPs. Penalty for Small or Start-up LLPs for any non-compliance shall be one half of the penalty specified for other LLPs subject to a maximum of Rs. 1,00,000 for LLP and Rs. 50,000 for Partners.
12) Section 77: LLP Amendment Act, 2021 amendment this Section to provide that Special Courts set-up under Section 67A shall have the powers to impose the punishment under Section 30 of the Act and all the criminal cases pending against the LLP or its partners or any other person under this Act shall stands transferred to Special Courts.
13) Section 77A: This is a new section inserted by the LLP Amendment Act, 2021 which states that only Special Courts shall have the jurisdiction to take cognizance of any offence punishable under this Act except on a complaint in writing made by the ROC or any officer not below the rank of RD who is duly authorized by the Central Government in this regard.
14) Section 81: This section has been omitted by the new Act.
15) Decriminalization of certain offences: The amendment Act offsets the criminal liability by prescribing only civil liability in the form of monetary penalties in relation to following offences:
|Section of Principal Act||Description|
|Section 10: Punishment for contravention of Sections 7, 8 and 9||completely omitted contravention under Section 8, decriminalizes punishments under Sections 7 and 9 which deal with general obligations of designated partners|
|Section 13: Registered office of LLP and change therein||Contravention pertaining to registered office of the LLP and change therein|
|Section 17: Change of name of LLP||Failure to comply with the directions of the Central Government in relation to change of name of LLP|
|Section 21: Publication of name and limited liability||Failure to display basic information regarding LLP on invoices, official correspondences, and publications|
|Section 25 – Registration of changes in partners||Failure to notify the Registrar regarding changes in the partners of the LLP within stipulated time|
|Section 34 – Maintenance of books of account, other records, and audit etc.||Failure of compliance with respect to maintenance of books of accounts as prescribed and filing of a Statement of Account and Solvency within a period of 6 months from the end of each financial year|
|Section 35 – Annual return||Non-filing of Annual Return with the Registrar within 60 days of closure of its financial year|
|Section 60 – Compromise, or arrangement of LLPs||Non-filing of the Order passed by the NCLT with the Registrar within the prescribed time|
|Section 62 – Provisions for facilitating reconstruction or amalgamation of LLPs||Non-filing of the Order passed by the NCLT with the Registrar within the prescribed time|
|Section 74 – General penalties||General penal provision for instances where no penalty or punishment is provided for contravention under the Principal Act|
Further, where any partner or designated partner acts in a manner to defraud other partners or commits any act with the fraudulent intentions, the imprisonment period in this case been extended from 2 years to 5 years.
16) As per the LLP 2nd Amendment Rule, 2022, now 5 persons can apply for DPI/DIN along with the LLP incorporation form, earlier only 2 persons were allowed.
17) As per the LLP 2nd Amendment Rule, 2022, now a LLP can apply for PAN & TAN along with the LLP incorporation alike Company Incorporation.
18) Form 29 is merged with Form 28.
19) Changes in Filing fees:
> Fees for Registration of LLP
|LLP Contribution||Fee (in Rs.)|
|LLP contribution does not exceed Rs.1 lakh||500|
|LLP contribution is more than Rs.1 lakh but below Rs.5 lakh||2,000|
|LLP contribution is more than Rs.5 lakh but below Rs.10 lakh||4,000|
|LLP contribution is more than Rs.10 lakh but below Rs.25 lakh||5,000|
|LLP contribution is more than Rs.25 lakh but below Rs.1 crore||10,000|
|LLP contribution exceeds Rs.1 crore||25,000|
> Fees for filing LLP Forms:
|LLP Contribution||Fee (in Rs.)|
|LLP contribution does not exceed Rs.1 lakh||50|
|LLP contribution is more than Rs.1 lakh but below Rs.5 lakh||100|
|LLP contribution is more than Rs.5 lakh but below Rs.10 lakh||150|
|LLP contribution is more than Rs.10 lakh but below Rs.25 lakh||200|
|LLP contribution is more than Rs.25 lakh but below Rs.1 crore||400|
|LLP contribution exceeds Rs.1 crore||600|
> Fees for filing LLP Applications:
|LLP Application||Fee for Small LLPs||Fee for Others|
|For name reservation under Section 16 of LLP Act||200||200|
|For direction to change the name as per Section 17 of the LLP Act||5000||5000|
|For striking off the name of a defunct LLP under Rule 37||500||1000|
> Fees for Filing LLP Form-4
|LLP Type||Fee (in Rs.)|
|For small LLPs||50|
|For other than small LLPs||150|
> Fees for filing form by foreign LLP:
|Application Type||Fee (in Rs.)|
|For filing a document under Rule 34(1)||5,000|
|For any other form, notice, statement of account and solvency or document||1,000|
> Additional fees for delay in filing forms:-
|Period of Delay||Small LLPs||Other than Small LLPs|
|Upto 15 days||One-Time||One-Time|
|Beyond 15 days and within 30 days||2 times||4 times|
|Beyond 30 days and within 60 days||4 times||8 times|
|Beyond 60 days and within 90 days||6 times||12 times|
|Beyond 90 days and within 180 day||10 times||20 times|
|Beyond 180 days and within 360 days||15 times||30 times|
|Beyond 360 days for forms other than form 11 and form 8||25 times||50 times|
|Beyond 360 days for filing form 11 and form 8||15 times plus 10 per day for delay beyond 360 days||30 times plus 20 per day for delay beyond 360 days|
* Author Vaibhav Pasrija Can be reached at [email protected]
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