Limited Liability Partnership (Second
Amendment) Rules, 2023
[01st September 2023]
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: -
Rule - 1. Short title and commencement
(1)
These
rules may be called the Limited Liability Partnership (Second Amendment) Rules,
2023.
(2)
They
shall come into force on the date of their publication in the Official Gazette.
Rule - 2.
In the Limited Liability Partnership Rules, 2009, for the Form 3 and Form 4,
the following Forms shall respectively be substituted, namely: -
LLP Form No. 3
Information with regard to Limited
Liability Partnership Agreement and changes, if any, made therein
[Pursuant to rule 21(1) of Limited
Liability Partnership Rules, 2009]
Refer
instruction kit for filing the form
All
fields marked in * are mandatory
Form
language
English
Hindi
(1)
*Form
filed for
Filing
information with regard to initial LLP Agreement For information with regard to
changes in LLP Agreement
(2)
*Limited
Liability Partnership identification number (LLPIN)
(a)
*Name
of the Limited Liability Partnership(LLP)
(b)
*Address
of the registered office of the LLP
(c)
*Jurisdiction
of Police Station
(d)
*e-mail
ID
Information
with regard to initial LLP Agreement
(3)
(a)
Place at which the initial Agreement was made
State
District
(b)
Date of Agreement (DD/MM/YYYY)
(c)
Date of Ratification, in case initial Agreement was made prior to incorporation
(DD/MM/YYYY)
(4)
Business
activities to be carried on by LLP on incorporation
(5)
Obligation
to contribute
(i)
Total
Number of partners as on the date of filing the Form
(ii)
Details
of each partner to contribute money or property or other benefit or to perform
services and their profit sharing ratio
|
S.No. |
DPIN/ Income tax PAN/ Passport number of
the partner /nominee |
Details of DIN/ Income tax PAN/ Passport
number |
Name of Indivi dual Partner/ Nomi nee of
Body Corpo rate |
Type of Body Corpo rate |
LLPIN / CIN/ FCRN/ FLLPIN/ |
Details of LLPIN/ CIN/ FCRN/ FLLPIN/ |
Name of Body Corpo rate |
Designa tion (Partner/ Designated Partner) |
Form of contri bution |
Monetary value of contri bution |
% of Profit sharing
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(iii)
Total Monetary value of partners contribution in the LLP (in figures) (INR) |
0 |
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(6)
Mutual
Rights and Duties of Partners
(7)
Restrictions,
if any, on the partners authority
(8)
Management
and Administration of LLP
(a)
Acts,
matters or things, if any, which can be done only with the consent of all the
partners/consent of requisite number or percentage of partners
(b)
Procedure
for calling, holding and conducting meetings, (where the decisions are to be
made at meetings of partners)
(9)
Details
of indemnity clause, if any.
(10)
Details
of agreement relating to:
(a)
Admission
of a new partner
(b)
Retirement
of a partner
(c)
Cessation
of a partner
(d)
Expulsion
of a partner
(e)
Resignation
of a partner
(11)
Clause
relating to resolution of disputes
(a)
Between
the partners
(b)
Between
the partner and the LLP
(12)
Information
relating to duration of LLP, if any
(13)
Information
relating to voluntary winding up
(14)
Information
of clauses in the agreement:
(a)
relating
to rule 16 (2)
(b)
relating
to rule 17 (1)
(c)
relating
to rule 20 (1)
(d)
relating
to rule 24(18) (a)
(15)
Any
other information or clause relating to the LLP Agreement not covered above
(optional)
Information
with regard to changes (addition, omission or alteration) in the LLP Agreement
(16)
Date
of modification of the agreement (DD/MM/YYYY)
(a)
Number
of amendments/changes made in LLP agreement till date
(b)
SRN
of Form 4 or Form 5 of last one year from the date of filing this form through
which notice of change/amendment in the LLP agreement has been filed with the
Registrar
|
Sr. No. |
SRN
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(17)
Whether
change in agreement is on account of
Change
in business activities
Change
in partner(s)
Change
in partners contribution and % of profit sharing
Change
due to other reasons
Specify
the other change to LLP agreements
Mutual
Rights and Duties of Partners
Restrictions,
if any, on the partners authority
Acts,
matters or things, if any, which can be done only with the consent of all the
partners/consent of requisite number or percentage of partners Procedure for
calling, holding and conducting meetings, (where the decisions are to be made
at meetings of partners)
Details
of indemnity clause, if any
Details
of agreement relating to - Admission of a new partner
Details
of agreement relating to - Retirement of a partner
Details
of agreement relating to - Cessation of a partner
Details
of agreement relating to - Expulsion of a partner
Details
of agreement relating to - Resignation of a partner
Clause
relating to resolution of disputes - Between the partners
Clause
relating to resolution of disputes - Between the partners and the LLP
Information
relating to duration of LLP, if any
Information
relating to voluntary winding up
Information
of clauses in the agreement relating to rule 16 (2)
Information
of clauses in the agreement relating to rule 17 (1)
Information
of clauses in the agreement relating to rule 20 (1)
Information
of clauses in the agreement relating to rule 24(18) (a)
Any
other information or clause relating to the LLP Agreement not covered above
(optional)
(18)
Details
of change in business activity
(a)
Based
on new/ changed business activities, search and select industry sub class (as
per NIC codes 2008) Primary
(b)
Description
of industrial activities to be carried out by the LLP
Main
industrial activity
-
NIC Code
-
Description of NIC code
Other
industrial activity
-
NIC Code
-
Description of NIC code
(c)
Description
of business activities, after change
(d)
Do
change in business activities require change in name of the LLP Yes No
(19)
(a)
Details of each partners obligation to contribute money or property or other
benefit or to perform services and their profitsharing ratio, after change in
LLP agreement and Details of designated partners and partner appointed
|
S. |
Whe ther Body C orpo rate Par tner (Yes /
No) |
DPIN/ Inc ome- tax PAN/ Pas sport num ber
of the partner /n omi nee |
Details of DIN/ Income tax PAN/ Passpor t
number |
Name of Indi vidu al Par tner/ Nomine e of
Body Cor pora te |
Type of Body Corpo rate |
LLPIN/ CIN/ FCRN/ FLL PIN/ |
Details of LLPIN/ CIN/ FCRN/ FLLPIN/ |
Name of Body Cor porate |
Desig nation (Partner /Desi gna ted Part
ner) |
Form of contri bution (Conve rsion/ C ash/
Other than cash) |
Mon eta ry value of con trib ution |
% |
Type of cha nge (Addi tion/ Dele tion/C hange/
No Cha nge)
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(b)
(i) Total number of existing designated partners and partners prior to change
(ii)
Total number of designated partners and partners appointed
(iii)
Total number of designated partners and partners removed
(iv)
Total number of designated partners and partners after the change
(c)
Total monetary value of contribution, after changes (in figures) (INR)
(i)
Existing
(ii)
Addition
(iii)
Reduction
(iv)
Total (i+ii-iii)
(v)
Total (in words)
(20)
Change
due to other reasons
(a)
Mutual
Rights and Duties of Partners
(b)
Restrictions,
if any, on the partners authority
(c)
Acts,
matters or things, if any, which can be done only with the consent of all the
partners/consent of requisite number or percentage of partners
(d)
Procedure
for calling, holding and conducting meetings, (where the decisions are to be
made at meetings of partners)
(e)
Details
of indemnity clause, if any
(f)
Details
of agreement relating to - Admission of a new partner
(g)
Details
of agreement relating to - Retirement of a partner
(h)
Details
of agreement relating to - Cessation of a partner
(i)
Details
of agreement relating to - Expulsion of a partner
(j)
Details
of agreement relating to - Resignation of a partner
(k)
Clause
relating to resolution of disputes - Between the partners
(l)
Clause
relating to resolution of disputes - Between the partner and the LLP
(m)
Information
relating to duration of LLP, if any
(n)
Information
relating to voluntary winding up
(o)
Information
of clauses in the agreement relating to rule 16 (2)
(p)
Information
of clauses in the agreement relating to rule 17 (1)
(q)
Information
of clauses in the agreement relating to rule 20 (1)
(r)
Information
of clauses in the agreement relating to rule 24(18) (a)
(s)
Any
other information or clause relating to the LLP Agreement not covered above
(optional)
Attachments
(a)
Initial
LLP Agreement
(b)
Supplementary/
amended LLP agreement containing changes
(c)
Optional
attachment(s) - if any
Statement
*I
the designated partner of the LLP do state that
(i)
I
am a person named in the Incorporation Document as a designated Partner / I am
a designated Partner of the LLP;
(ii)
the
particulars given above are in accordance with the initial LLP agreement /subsequent
agreement relating to change in the LLP agreement;
(iii)
the
original copy of LLP Agreement will be produced whenever called for;
(iv)
in
case of change in contribution, the fees payable to Registrar have been/are
being paid;
(v)
I
make this statement conscientiously believing the same to be true.
(vi)
I
am authorized to sign this form.
*
To be digitally signed by a designated partner:
*DIN/DPIN
of the designated partner
Certificate
*It
is hereby certified that I have verified the above particulars from the books and
records of * and found them to be true and correct.
*I
further certify that all the required attachment(s) have been completely
attached in this form.
Chartered
Accountant (in whole-time practice) or
Cost
Accountant (in whole-time practice) or
Company
Secretary (in whole-time practice)
*
Whether associate or fellow:
Associate
Fellow
*
DSC Box
*
Membership number or certificate of practice number
This
eForm has been taken on file maintained by the registrar of companies through
electronic mode and on the basis of statement of correctness given by the
filing LLP.
For
office use only:
eForm
Service request number (SRN)
eForm
filing date (DD/MM/YYYY)
Or
For
Office use only:
eForm
Service request number (SRN)
eForm
filing date (DD/MM/YYYY)
Digital
signature of the authorizing officer
This
e-form is hereby registered
Date
of signing (DD/MM/YYYY)
LLP Form No.4
Notice of appointment, cessation,
change in name/ address/designation of a designated partner or partner and
consent to become a partner/designated partner
[Pursuant to rule 8, 10(3), 22(2)
and 22(3) of Limited Liability Partnership Rules, 2009]
Refer
instruction kit for filing the form
All
fields marked in * are mandatory.
Form
language
English
Hindi
(1)
(a)
*Limited Liability Partnership identification number (LLPIN)
(b)
*Name of the Limited Liability Partnership (LLP)
(c)
*Address of the registered office of the LLP
(d)
*Email ID
(2)
(a)
*Number of individual designated partner(s) for which this form is being filed
(b)
*Number of bodies corporate and their Nominees as designated partners for which
this form is being filed
(c)
*Number of individual partner(s) for which this form is being filed
(d)
*Number of bodies corporate as partners and their nominees for which this form
is being filed
(e)
*Total number of partner(s)/ designated partner(s) for which the form is being
filed.
(3)
Details
of individual designated partner(s) for which this form is being filed
(a)
The
form is being filed for Appointment Cessation Change in designation
(b)
Date
of Event (dd/mm/yyyy)
(c)
Changed
designation (Category)
(d)
In
case of change in designation to Designated Partner, DPIN/ Income-tax PAN/
Passport number of partner
(e)
Designated
partner identification number (DPIN)
(f)
Name
(g)
Whether
resident of India Yes No
(h)
Number
of LLP(s) in which he/she is a partner
(i)
Number
of company(s) in which he/she is a director
(4)
Details
of bodies corporate and their nominees as designated partners for which this
form is being filed
(a)
The
form is being filed for Appointment Cessation Change in Designation Change in
Nominee Change in address of body corporate Change in name of body corporate
(b)
Date
of Event (dd/mm/yyyy)
(c)
Type
of body corporate
(LLP/
Foreign LLP/ Company/ Foreign Company/ LLP incorporated outside India (LIOI)/
Company incorporated outside India (CIOI))
(d)
Corporate
identification number (CIN) or Foreign company registration number (FCRN) or
Limited liability partnership identification number (LLPIN) or Foreign limited
liability partnership identification number (FLLPIN) or any other identification
number
(e)
Name
of body corporate
Proof
of change in Name of body corporate
(f)
Country
where registered
(g)
Full
address of registered office or principal place of business in India
Address
Line I
Address
Line II
Country
Pin
code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in address of body corporate
(h)
Phone
(i)
E-mail
ID
(j)
Previous
name, address of the body corporate
Name
and particulars of the person signing on behalf of the body corporate as
nominee
(k)
DPIN
(l)
Name
(m)
Whether
resident of India Yes No
(n)
Designation
& Authority in body corporate
(o)
Changed
designation (Category)
(p)
DPIN/
PAN/ Passport number of the previous nominee
(q)
Name
of the previous nominee
(5)
Details
of individual partner(s) for which this form is being filed
(a)
The
form is being filed for Appointment Cessation Change in Name of Partner
Change
in designation Change in address
*In
case user is having DIN/DPIN then file DIR-6 for any changes in name/Address.
For all other partners, file the changes through Form 4
(b)
Date
of Event (dd/mm/yyyy)
(c)
Income
tax permanent account number (Income-tax PAN) Passport Number
DPIN
(d)
Income
tax permanent account number (Income-tax PAN) or Passport Number or DPIN
(e)
Name
of partner
First
name
Middle
name
Last
name
Proof
of change in Name of partner
(f)
Fathers
Name
First
name
Middle
name
Last
name
(g)
Permanent
Residential Address
Address
Line I
Address
Line II
Country
Pin
Code/Zip Code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in permanent residential address
(h)
Whether
present residential address is same as the permanent residential address Yes No
(i)
If
no, present residential address
Address
Line I
Address
Line II
Country
Pin
Code/Zip Code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in present residential address
(j)
Phone
(k)
Mobile
(l)
Email
ID
(m)
Previous
name/ previous address
(n)
Whether
resident in India Yes No
(o)
Nationality
(p)
Date
of Birth (dd/mm/yyyy)
(q)
(i)
Occupation type
(Self
Employed/ Professional/ Homemaker/ Student/ Serviceman)
(ii)
Area of occupation
(Government/
Teaching/ Others)
(iii)
If others selected, please specify
(r)
Changed
designation (Category)
(s)
Number
of LLP(s) in which he/she is a partner
(t)
Number
of company(s) in which he/she is a director
(6)
Details
of bodies corporate as partners and their nominees for which this form is being
filed
(a)
*The
form is being filed for Appointment Cessation Change in Nominee Change in
Designation Change in address of body corporate Change in name of nominee
Change in name of body corporate
Change
in address of nominee
(b)
Date
of Event (dd/mm/yyyy)
(c)
Type
of body corporate
(LLP/
Foreign LLP/ Company/ Foreign Company/ LLP incorporated outside India (LIOI)/
Company incorporated outside India (CIOI/ Others)
(d)
CIN
or FCRN or LLPIN or FLLPIN or any other identification number
(e)
Name
of body corporate
Proof
of change in name of body corporate
(f)
Country
where registered
(g)
Full
address of registered office
Address
Line I
Address
Line II
Country
Pin
Code/Zip Code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in address of body corporate
(h)
Phone
(i)
Email
ID
(j)
Previous
name/ previous address
(k)
Name
and particulars of the person signing on behalf of the body corporate as
nominee
(l)
*
Income tax permanent account number (Income-tax PAN) Passport Number
DPIN
(m)
Income
tax permanent account number (Income-tax PAN) or Passport Number or DPIN
(n)
Name
of Nominee
First
name
Middle
name
Last
name
Proof
of change in Name of Nominee
(o)
Fathers
Name
First
name
Middle
name
Last
name
(p)
Permanent
Residential Address
Address
Line I
Address
Line II
Country
Pin
Code/Zip Code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in address of nominee
(q)
Whether
present residential address is same as the permanent residential address Yes No
(r)
If
no, present residential address
Address
Line I
Address
Line II
Country
Pin
Code/Zip Code
Area/Locality
City
District
State/UT
Jurisdiction
of Police Station
Proof
of change in address of Nominee
(s)
Phone
(t)
Mobile
(u)
Email
ID
(v)
Previous
name/ previous address
(w)
Whether
resident in India Yes No
(x)
Nationality
(y)
Date
of Birth (dd/mm/yyyy)
(z)
(i)
Occupation type
(Self
Employed/ Professional/ Homemaker/ Student/ Serviceman)
(ii)
Area of occupation
(Government/
Teaching/ Others)
(iii)
If others selected, please specify
(aa) Designation & Authority in
body corporate
(ab) Changed designation (Category)
(ac) Income-tax PAN/ passport
number/ DPIN of the previous nominee
(ad) Name of the previous nominee
Attachments
(a)
Consent
to become a partner/ designated partner
(b)
Related
Entity Details
(c)
Evidence
of cessation
(d)
Where
the appointed 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/ authorization of such body corporate also on letterhead mentioning
the name and address of an individual nominated to act as nominee/ designated
partner on its behalf.
(e)
Optional
attachment (if any)
Statement
*
To the best of my knowledge and belief, the information given in this form and
its attachments is correct and complete
*
I, being a designated partner of the LLP, am authorised to sign and submit this
form
*To
be digitally signed by a designated partner
*
DPIN of the Designated Partner
Certificate
by practicing professional
*
It is hereby certified that I have verified the above particulars (including
attachment(s)) from the records of and found them to be true and correct. I
further certify that all the required attachment(s) have been completely
attached to this form.
*
Category
Chartered
accountant (in whole time practice)
Cost
accountant (in whole time practice)
Company
secretary (in whole-time practice)
*
Whether associate or fellow:
Associate
Fellow
*Membership
number or certificate of practice number
*Signature
Field 2
This
eForm has been taken on file maintained by the registrar through electronic
mode and on the basis of statement of correctness given by the filing LLP.
For
office use only:
eForm
Service request number (SRN)
eForm
filing date (DD/MM/YYYY)