LIMITED LIABILITY PARTNERSHIP RULES, 2009
(1) These rules may be called the Limited Liability Partnership Rules, 2009.
(2) (a) Rules 1 to 31, rules 34 to 37 and rule 41 of these rules shall come into force on the 1st day of April, 2009;
(b) rules 32 and 33, and rules 38 to 40 of these rules shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint.
(1) In these rules, unless the context otherwise requires,-
(i) Act means the Limited Liability Partnership Act, 2008 (6 of 2009);
(ii) Annexure means Annexure to these rules;
(iii) Certifying Authority means a person who has been granted a license to issue a Digital Signature Certificate under section 24 of the Information Technology Act, 2000 (21 of 2000);
(iv) 1[Designated Partnership Identification Number (DPIN) means an identification number which the Central Government may allot to any individual, intending to be appointed as designated partner of a Limited Liability Partnership for the purpose of his identification as such, and includes Directors Identification Number (DIN) issued under sections 266A, 266B and 266E of the Companies Act, 1956
(1) Every LLP shall use the forms annexed to these rules for the purposes of the Act.
(2) Every LLP shall specify therein its limited liability partnership identification number (LLPIN).
The electronic form shall be authenticated by authorized signatories using digital signatures, as defined under the Information Technology Act, 2000 (21 of 2000).
(1) The fees payable in pursuance of the various provisions of the Act and these rules shall be as mentioned in Annexure A.
(2) The fees payable in pursuance of the Act or any rule made or notification issued thereunder shall be paid into the Public Account of India:
Provided that the fees payable to the Registrar may be paid also through postal orders (where the amount involved does not exceed fifty rupees) or through bank drafts payable at and/or drawn on post offices or banks, as the case may be, located at the same city or town where the office of the Registrar is situated:
Provided further that, where a fee payable to the Registrar is paid through postal orders or bank drafts as aforesaid, it shall not be deemed to have been paid unless and until the relevant postal orders or drafts are c
The manner and conditions of filing, recording or registering of documents, forms, notices, statements, returns etc., shall be as laid down in Chapter XIII of these rules.
For the purposes of sub-section (3) of section 7, an individual shall give his prior consent to act as a designated partner to the limited liability partnership in Form 9.
For the purposes of sub-section (4) of section 7, the particulars of an individual who has given his consent to act as designated partner shall be filed in Form 4 along with fee as mentioned in Annexure A.
(1) A person shall not be capable of being appointed as a designated partner of a limited liability partnership, if he
(a) has at any time within the preceding five years been adjudged insolvent; or
(b) suspends, or has at any time within the preceding five years suspended payment to his creditors and has not at any time within the preceding five years made, a composition with them; or
(c) has been convicted by a Court for any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; or
(d) has been convicted by a Court for an offence involving section 30 of the Act.
(2) The Central Government may, by notification in the Official Gazette, remove the
(1) Every individual, who is intending to be appointed as designated partner of a limited liability partnership, shall make an application electronically in Form DIN-1 under Companies (Director Identification Number) Rules, 2006 to the Central Government for obtaining DPIN under Limited Liability Partnership Act, 2008 and such DIN shall be sufficient for being appointed as designated partner under Limited Liability Partnership Act, 2008.
(2) If a person holds both DIN and DPIN, his DPIN shall stand cancelled and DIN shall be sufficient for being appointed as Designated Partner under Limited Liability Partnership Act, 2008."
(3) Every designated partner, shall intimate his consent to become a designated partner to the limited liability partnership and DPIN, in Form 9 and the LLP shall intimate such DPIN to Registrar on Form 4.
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For the purposes of section 11, the incorporation document shall be filed in Form 2 with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated alongwith the fee as provided in Annexure A.
Where the intending partner is a body corporate, copy of Resolution on the letterhead of such body corporate to become a partner in the proposed LLP and a copy of resolution or authorization of such body corporate also on letterhead mentioning the name and address of an individual nominated to act as nominee or nominee & Designated Partner on its behalf shall be attached :
Provided that in the case of foreign nationals residing outside India or foreign body corporate(s) registered outside India, seeking to register a LLP in India, the name, address and signature of an individual or nominee or nominee & Designated Partner of a body corporate on the incorporation document, proof of identity, where required and documents referred in this rule, shall be duly certified and the provisions of sub-rule (2) of rule 34 of these rules, shall apply mutatis mutandis for this purpose.]
The statement to be filed along with the incorporation document under clause (c) of sub-section (1) of section 11 shall be in the format provided in Part B of Form 2.
(1) In the office of Registrar there shall be maintained a Register of LLPs in which the names of LLPs shall be entered in the order in which they are registered.
(2) Every LLP so registered shall be assigned a LLP identification number (LLPIN) in one consecutive series.
(1) A document can be served on a limited liability partnership or a partner or designated partner thereof through the following other modes-
(i) electronic transmission;
(ii) courier
(2) For the purposes of this rule,
(i) electronic transmission means a communication -
(a) delivered by -
(A) facsimile telecommunication or electronic mail when directed to the facsimile number of electronic mail address, respectively, which the partnership or the partner or the designated partner has provided from time to time for sending communications to the partnership or the partner or the designated partner respectively;
(B) post
(1) A limited liability partnership shall give an address for service of documents within the jurisdiction of the Registrar where its registered office is situate. Such address shall include the postal code and e-mail address.
(2) The limited liability partnership, may, in addition to the registered office address, declare any other address as its address for service of documents, under sub-section (2) of section 13, in the manner as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such manner, consent of all partners shall be required for declaring any other address as the address for service of documents.
(3) The intimation of other address for service of documents to LLP shall be given to the Registrar in Form 12, within thirty days of complying with the r
(1) The limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place:
Provided that where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors.
(2) For the purposes of sub-section (3) of section 13, notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of complying with the requirements of sub-rule (1), in case of change of r
. (1) The name of the limited liability partnership shall not be one prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950.
(2) A name shall not generally be reserved, if -
(i) it includes any word or words which are offensive to any section of the people;
(ii) the proposed name is the exact Hindi or English translation of the name of an existing limited liability partnership in English or Hindi, as the case may be;
(iii) the proposed name has a close phonetic resemblance to the name of a LLP in existence, for example, J.K. LLP., Jay Kay LLP;
(iv) it includes the word Co-operative, Sahakari or the equivalent of word 'co-operative' in the regional languages of the country;
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(1) A limited liability partnership or a body corporate or any other entity which already has a name which is similar to or which too nearly resembles the name of a limited liability partnership incorporated subsequently, may apply to the Registrar in Form 23 to give a direction to that limited liability partnership incorporated subsequently to change its name.
(2) The application under sub-rule (1) shall state -
(i) the LLPIN of limited liability partnership, or the CIN of the company or the registration number of the other entity as the case may be;
(ii) the name with which the limited liability partnership or the company or any other entity was incorporated or registered;
(iii) the grounds of objection to the name of the limited liability partner
(1) The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.
(2) Notice of change of name shall be given to the Registrar in Form 5, within 30 days of complying with requirement of sub-rule (1), along with a fee as mentioned in Annexure A.
(3) The Registrar on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of incorporation in the new name and the changed name shall be effective from the date of such certificate.
(1) For the purposes of sub-section (2) of section 23, every limited liability partnership shall file information with regard to the limited liability partnership agreement in Form 3 with the Registrar within thirty days of the date of incorporation alongwith the fee as provided in Annexure A:
Provided that any change made in the limited liability partnership agreement shall be filed in Form 3 within thirty days of such change alongwith the fee as provided in Annexure A.
1[(2) For the purposes of sub-section (3) of section 23, every limited liability partnership shall get the limited liability partnership agreement, referred to in that sub-section, rectified by all the partners immediately after incorporation and shall file information contained therein in Form 3 with the Registrar within thirty days of the incorporation of the limited l
(1) For the purposes of sub-section (1) of section 25, every partner shall intimate change in his name or address to the limited liability partnership in Form 6.
(2) For the purposes of sub-section (2) of section 25, where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, the limited liability partnership shall file with the Registrar, a notice in Form 4.
(3) For the purposes of sub-section (3) of section 25, in respect of notice of a person becoming a partner, the Form 4 shall include a statement signed by the incoming partner that he consents to become a partner.
(4) The form shall be accompanied by a certificate from a Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice that he has veri
(1) The contribution of each partner shall be accounted for and disclosed in the Accounts of the LLP along with nature of contribution and amount.
(2) The contribution of a partner consisting of tangible, movable or immovable or intangible property or other benefits brought or contribution by way of an agreement or contract for services shall be valued by a practicing Chartered Accountant or by a practicing Cost Accountant or by approved valuer from the panel maintained by the Central Government.
(1) Every limited liability partnership shall keep books of accounts which are sufficient to show and explain the limited liability partnerships transactions and are such as to
(a) disclose with reasonable accuracy, at any time, the financial position of the limited liability partnership at that time; and
(b) enable the designated partners to ensure that any Statement of Account and Solvency prepared under this rule complies with the requirements of the Act.
(2) The books of account shall contain
(a) particulars of all sums of money received and expended by the limited liability partnership and the matters in respect of which the receipt and expenditure takes place;
(b) a record of the assets and liabili
(1) For the purposes of sub section (1) of section 35, every limited liability partnership shall file an annual return with the Registrar in Form 11.
(2) The annual return of an LLP having turnover upto five crore rupees during the corresponding financial year or contribution upto fifty lakh rupees shall be accompanied with a certificate from a designated partner, other than the signatory to the annual return, to the effect that annual return contains true and correct information. In all other cases, the annual return shall be accompanied with a certificate from a Company Secretary in practice to the effect that he has verified the particulars from the books and records of the limited liability partnership and found them to be true and correct.
(3) The fees to be paid to the Registrar in pursuance of sub-section (1) of section 35 for fil
The documents to be kept by the Registrar under section 36 shall be available in the registry on payment of fee as mentioned in Annexure A for inspection by any person and for obtaining any certified copy thereof.
(1) The Registrar shall preserve the documents permanently as specified in Annexure B to these rules.
(2) Subject to previous order of the Registrar, the records in the office of Registrar may be destroyed after the expiry of the period of their preservation as specified below:-
(a) Records to be preserved for 21 years:
All papers, registers, refund orders and correspondence relating to the limited liability partnership liquidation accounts.
(b) Records to be preserved for 5 years:
(i) copies of Government orders relating to limited liability partnership;
(ii) registered documents of limited liability partnership which have been fully wound up and finally disso
For the purposes of clause (a) of sub-section (3) of section 43, an application by the partners to investigate into the affairs of the limited liability partnership, shall be made, along with such security, for an amount calculated on the following scale but not exceeding twenty five lakh rupees, for payment of costs of the investigation:
Turnover (Rs.)
[as stated in the Statement of Account of Solvency for the immediately preceding financial year] Amount of Security
(i) Upto 1 Crore 2 Lakh
(ii) 1 Crore or more but less than 5 crore 5 Lakh
(iii) 5 Crore or more but less than 10 crore 10 Lakh
(iv) 10 Crore or more 25 Lakh
For the purposes of section 44, an application by the partners under clause (a) of sub section (1) of section 43 to investigate the affairs of the limited liability partnership, shall be made alongwith the deposit of such security as calculated in the manner specified in rule 28.
The fee payable for furnishing a copy of the Inspectors report in pursuance of clause (b), sub section (2), section 49 shall be five rupees per page or fractional part thereof.
For the purposes of section 54, a copy of the report of any inspector or inspectors, shall be authenticated either
(a) by the common seal, if any, of the limited liability partnership whose affairs have been investigated into; or
(b) by a certificate of a public officer having the custody of the report, under and in accordance with the provisions of section 76 of the Indian Evidence Act, 1872 (1 of 1872).
(1) The Registrar shall, on conversion of a firm, private company or an unlisted public company into limited liability partnership, issue a Certificate of Registration under his seal in Form 19.
(2) In the event, Registrar has refused the registration, the applicant firm or private company or unlisted public company, as the case may be, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal.
1[Provided that until the Tribunal is constituted under the Companies Act, 1956, the application under this sub-rule may be made to the Company Law Board.
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1. Inserted by the Limited Liability Partnership (Amendment) Rules, 2009 vide Notification No. SO385(E) Dated 04.06.2009.
For the purposes of the proviso to sub-section (1) of section 58, where the firm, private company or unlisted public company has been converted into limited liability partnership, an intimation of such conversion to the concerned Registrar of firms or Registrar of Companies, as the case may be, shall be given in Form 14 within fifteen days of the date of registration of the LLP.
(1) A foreign limited liability partnership shall, within thirty days of establishing a place of business in India, file with the Registrar in Form 27
(a) a copy of the certificate of incorporation or registration and other instrument(s) constituting or defining the constitution of the limited liability partnership;
(b) the full address of the registered or principal office of the limited liability partnership in the country of its incorporation;
(c) the full address of the office of the limited liability partnership in India which is to be deemed as its principal place of business in India; and
(d) list of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorized to accept on behalf
(1) An application under sub-section (1) of section 60 for an order convening a meeting of creditors or partners or creditors and partners shall be supported by an affidavit. A copy of the proposed compromise or arrangement shall be annexed to the affidavit as an exhibit thereto. The affidavit in support thereof shall be in Form 20.
(2) Where the limited liability partnership is not the applicant, a copy of the summons and of the affidavit shall be served on the limited liability partnership, or, where the limited liability partnership is being wound-up, on its liquidator, not less than 14 days before the date fixed for the hearing of the summons. The summons shall be in Form 21.
(3)(a) Upon the hearing of the summons or any adjourned hearing thereof, the Tribunal shall, by order, unless it thinks fit for any reason to dismiss the summon
(1) (i) Every form or application or document or declaration required to be filed or delivered under the Act and rules made thereunder, shall be filed in computer readable electronic form, in portable document format (pdf) to the Registrar through the portal maintained by the Ministry of Corporate Affairs on its web-site www.mca.gov.in or through any other website approved by the Central Government and authenticated by a partner or designated partner of the limited liability partnership for such purpose by the use of a valid digital signature:
Provided that where documents are required to be filed on Non-Judicial Stamp Paper, the LLP shall submit such documents in the physical form, in addition to their submission in electronic form, unless the Central Government, by an order, does not require submission in physical form.
(ii) Every desi
(1) Where a limited liability partnership is not carrying on any business or operation -
(a) for a period of two years or more and the Registrar has reasonable cause to believe the same, for the purpose of taking suo motu action for striking off the name of the LLP; or
(b) for a period of one year or more and has made an application in Form 24 to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register,
the Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from
(1) For the purposes of the Second Schedule, an application shall be made in the format provided in Part A of Form 17 together with the statement of partners in format provided in Part B of Form 17 alongwith the fee as mentioned in Annexure A.
(2) The Registrar shall, on conversion of the firm into the limited liability partnership shall issue a certificate of registration under his seal in Form 19.
(3) For the purposes of para 5 of the Second Schedule, the limited liability partnership shall inform the concerned Registrar of firms about conversion of firm into limited liability partnership in Form 14.
(1) For the purposes of the Third Schedule, an application shall be made in the format provided in Part A of Form 18 together with the statement of shareholders in format provided in Part B of Form 18 alongwith the fee as mentioned in Annexure A.
(2) The Registrar shall, on conversion of any private company into limited liability partnership shall issue a certificate of registration under his seal in Form 19.
(3) For the purposes of para 4 of the Third Schedule, the limited liability partnership shall inform the concerned Registrar of Companies about conversion of private company into limited liability partnership in Form 14.
(1) For the purposes of the Fourth Schedule, an application shall be made in the format provided in Part A of Form 18 together with the statement of shareholders in format provided in Part B of Form 18 alongwith the fee as mentioned in Annexure A.
(2) The Registrar shall, on conversion of any unlisted public company into limited liability partnership shall issue a certificate of registration under his seal in Form 19.
(3) For the purposes of para 5 of the Fourth Schedule, the limited liability partnership shall inform the concerned Registrar of Companies about conversion of unlisted public company into limited liability partnership in Form 14.
(1) Every application for the compounding of an offence shall be made in Form 31 to the Registrar who shall forward the same, together with his comments thereon, to the Central Government.
(2) Where any offence is compounded before the institution of any prosecution, no prosecution shall be instituted in relation to such offence, against the offender in relation to whom the offence is so compounded.
(3) Where the composition of any offence is made after the institution of any prosecution, such composition shall be brought by the Registrar in writing, to the notice of the Court in which the prosecution is pending .
(4) Where any offence is compounded under section 39, whether before or after the institution of any prosecution, intimation thereof shall be given by the LLP to the Registrar in For
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