Limited Liability Partnership (Third Amendment) Rules, 2023

 

[27th October 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 (Third 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 (hereinafter referred to as the said rules), after rule 22, the following rules shall be inserted, namely:-

"22A. Register of Partners.-

(1)     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:

Provided that in the case of limited liability partnership existing on the date of commencement of the Limited Liability Partnership (Third Amendment) Rules, 2023, shall maintain the register of partners in Form 4A within thirty days from such commencement.

(2)     The register of partners shall contain the following particulars, in respect of each partner, namely:-

(a)      name of the partner; address (registered office address in case the member is a body corporate); e-mail address;

Permanent Account Number or Corporate Identification Number; Unique Identification Number, if any; father or mother or spouses name; occupation; status; Nationality; name and address of nominee;

(b)      date of becoming partner;

(c)      date of cessation;

(d)      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

(e)      any other interest, if any,

(3)     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.

(4)     If any rectification is made in the register maintained under this rule by the Limited Liability Partnership pursuant to any order passed by the competent authority under any law, the necessary reference of such order shall be indicated in the respective register and for reasons to be recorded in writing.

22B. Declaration in respect of beneficial interest in any contribution.-

(1)     A person whose name is entered in the register of partners of a Limited Liability Partnership but does not hold any beneficial interest fully or partly in contribution (hereinafter referred to as "the registered partner"), such person shall file with the Limited Liability Partnership, a declaration to that effect in Form 4B within a period of thirty days from the date on which his name is entered in the register of partners specifying the name and other particulars of the person who actually holds any beneficial interest in such contributions:

Provided that where any change occurs in the beneficial interest in such contribution, the registered partner shall, within a period of thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4B.

(2)     Every person who holds or acquires a beneficial interest in contribution of a Limited Liability Partnership but his name is not registered in the register of partners (hereinafter referred to as "the beneficial partner") shall file with Limited Liability Partnership, a declaration disclosing such interest in Form 4C within a period of thirty days after acquiring such beneficial interest in the contribution of the Limited Liability Partnership specifying the nature of his interest, particulars of the partner in whose name the contribution stand registered in the books of the limited liability partnership:

Provided that where any change occurs in the beneficial interest in such contribution, the beneficial partner shall, within a period of thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4C.

Provided further that if the beneficial interest of registered partner is limited to the contribution stated against his name in the register of partners but he does not hold beneficial interest in contribution against any other registered partner, then, he shall not be required to file such declaration.

(3)     Where any declaration under sub-rule (1) or sub-rule (2) is received by the Limited Liability Partnership, the Limited Liability Partnership shall record such declaration in the register of partners and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form 4D to the Registrar in respect of such declaration with fees."

(4)     Every Limited Liability Partnership shall specify a designated a partner who shall be responsible for furnishing of and extending co-operation for providing, information with respect to beneficial interest in contribution in Limited Liability Partnership to the Registrar or any other officer authorised by the Central Government and shall file information of such designated partner with the Registrar in Form 4:

Provided that until a designated partner is specified under sub-rule (4), every designated partner shall be deemed to be responsible for furnishing of, and extending co-operation for providing, information with respect to beneficial interest in contribution under this sub-rule.

Rule - 3.

For "Form 4", the following Forms shall be substituted, namely: -

 

Form language

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/declaration of designated partner with respect to beneficial interest

[Pursuant to rule 8, 10(3), 22(2), 22(3) and 22B (4) of Limited Liability Partnership Rules, 2009]

English Hindi

Refer instruction kit for filing the form

All fields marked in * are mandatory.

(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

Declaration

(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

(j)       I shall be held responsible for furnishing and extending co-operation for providing information with respect to beneficial interest in contribution in the LLP Yes No

(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 in Declaration

(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

(r)      I shall be held responsible for furnishing and extending co-operation for providing information with respect to beneficial interest in contribution in the LLP Yes No

(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

For office use only:

eForm Service request number (SRN)

eForm filing date (dd/mm/yyyy)

This e-Form is hereby registered

Digital signature of the authorizing officer

Date of signing (dd/mm/yyyy)

Or

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)

 

"FORM- 4A

Register of Partners

[Pursuant to section 23 of Limited Liability Partnership Act, 2008 and rule 22A of the Limited Liability Partnership Rules, 2009]

LLPIN:

Name of the LLP:

Registered Office Address:

*Note: Whenever there is change in agreement or beneficial interest, the same may be entered date-wise in the Register of member.

 

FORM- 4B

Declaration by the Registered Partner who does not hold the beneficial interest in the Contribution

[Pursuant to section 23 of Limited Liability Partnership Act, 2008 and sub-rule (1) of rule 22B of the Limited Liability Partnership Rules, 2009]

To

Name of the Limited Liability Partnership:

Registered office address:

(1)     Particulars of the Registered Partner:

(i)       Name :

(ii)      PAN/ Unique Identification Number/ Corporate Identification Number, (in case of company/ body Corporate) :

(iii)     folio number in the register of partners

(2)     Declaration:

In pursuance of sub-rule (1) of rule 22B of the Limited Liability Partnership Rules, 2009, I, ..................... hereby declare that the person(s) named below hold(s) the beneficial interest in the Contribution of the Limited Liability Partnership amounting to Rs. ..................... registered in my name in the register of partners of this Limited Liability Partnership.

(3)     Particulars of the Beneficial Partner:

(i)       Name of the beneficial Partner(s) :

(ii)      Address and E-mail id :

(iii)     Date of birth/ Age :

(iv)    Fathers/ Mothers/ Spouse Name :

(v)      Occupation :

(vi)    Nationality :

(vii)   PAN/ Unique Identification number/ Corporate Identification Number (in case of company/ body Corporate) :

(viii)  Passport Number. (in case of foreign national) :

(4)     Details of the beneficial interest:

(i)       Nature of the beneficial interest:

(ii)      Date of creation of the beneficial interest:

(iii)     Reasons for not registering contributions in the name of the beneficial partner:

(iv)    Particulars of the instrument/ document, if any, showing the creation of such beneficial interest:

(5)     Particulars of change in beneficial interest:

(i)       Date of change:

(ii)      Nature of the change in the beneficial interest:

(iii)     Brief particulars of such change:

(iv)    Reason for such change:

(v)      Particulars of the instrument/ document, if any, showing the change in such beneficial interest:

Date:

Place:

Signature

(Registered Partner)

Enclosures:

(1)     Proof of identity of the registered partner and beneficial partner;

(2)     Instrument/ document under which the beneficial interest is created/ transferred/ changed.

 

FORM- 4C

Declaration by the Partner who holds or acquires beneficial interest in the Contribution but whose name is not entered in the Register of Partners

[Pursuant to section 23 of Limited Liability Partnership Act, 2008 and sub-rule (2) of rule 22B of the Limited Liability Partnership Rules, 2009]

To

Name of the Limited Liability Partnership:

Registered office address:

(1)     Particulars of the Beneficial Partner:

(i)       Name of the beneficial Partner:

(ii)      Address and E-mail id :

(iii)     Date of birth/ Age :

(iv)    Fathers/ Mothers/ Spouse Name :

(v)      Occupation :

(vi)    Nationality :

(vii)   PAN/ Unique Identification number/ Corporate Identification Number (in case of company/ body Corporate) :

(viii)  Passport number (in case of foreign national) :

(2)     Declaration:

In pursuance of sub-rule (2) of rule 22B of the Limited Liability Partnership Rules, 2009, I, ..................... hereby declare that I hold/ have acquired the beneficial interest in the Contribution of the Limited Liability Partnership amounting to Rs. ..................... which is registered in the name of the person whose particulars are furnished below:

(3)     Particulars of the Registered Partner:

(i)       Name of the registered partner :

(ii)      PAN/ Unique Identification Number/ CIN (in case of company/ body Corporate) :

(iii)     folio number in the register of partners

(4)     Details of the beneficial interest:

(i)       Date of creation / acquisition of beneficial interest:

(ii)      Mode of acquisition of beneficial interest, specify:

(iii)     Nature of the beneficial interest:

(iv)    Reasons for not registering contribution in my name:

(v)      Particulars of the instrument/ document, if any, showing the creation of such beneficial interest:

(5)     Particulars of the person from whom the beneficial interest is acquired, if applicable:

(i)       Name of the transferor of beneficial interest:

(ii)      Whether contribution was registered in his name:

(If not, whether any declaration under sub-rule (2) of rule 22B of Limited Liability Partnership Rules, 2009 was filed by him to the Limited Liability Partnership. If so, date of such declaration)

(iii)     Particulars of the instrument/ document, if any, showing the transfer of such beneficial interest:

(6)     Particulars of change in beneficial interest:

(i)       Date of change:

(ii)      Nature of the change in the beneficial interest:

(iii)     Brief particulars of such change:

(iv)    Reason for such change:

(v)      Particulars of the instrument/ document, if any, showing the change in such beneficial interest:

Date:

Place:

Signature

(Beneficial Partner)

Enclosures:

(1)     Proof of identity of the registered partner and beneficial partner;

(2)     Instrument/ document under which the beneficial interest is created/ transferred/ changed.

 

LLP Form No. 4D

Return to the Registrar in respect of declaration of beneficial interest in contribution received by the LLP

[Pursuant to section 23 of Limited Liability Partnership Act, 2008 and sub-rule (3) of rule 22B of the Limited Liability Partnership Rules, 2009]

Refer instruction kit for filing the form

All fields marked in * are mandatory

(1)     (a) *Limited Liability Partnership Identification Number (LLPIN)

(2)     (a) *Name of the Limited Liability Partnership (LLP)

(b) *Address of the registered office of the LLP

(c) *E-mail ID

(3)     *Number of Registered Partners for whom the form is being filed Particulars of the Beneficial Interest

(4)     (a) *Declarations made under which sub-rule of rule 22B of Limited Liability Partnership Rules, 2009

(b) *Date of such declaration (DD/MM/YYYY)

(c) *Date of receipt of the said Declarations by the LLP (DD/MM/YYYY)

(d) *Amount of Contribution in respect of which beneficial interest is created (INR)

(e) Particulars of Registered Partner

*Type of Registered Partner

I Individual Body Corporate Body Corporate Identification Number (CIN/ LLPIN/ Other Registration Number)

Income Tax PAN / DPIN/ Passport Number

Income Tax PAN DPIN Passport Number

Income Tax PAN / DPIN/ Passport Number

*Name of Registered Partner

*Nationality / Country of incorporation

*Date of birth/ Date of incorporation

*Mobile number

Address of Registered Partner

*Address Line 1

Address Line 2

*Country

*Pin code

*Area/Locality

*City

*District

*State/UT

*Email Id

Fathers Name/Mothers Name/ Spouse Name Fathers Name Mothers Name Spouse Name

*First Name

Middle Name

*Last Name

Details of the nominee

Income Tax PAN / DPIN/ Passport Number

Income Tax PAN DPIN Passport Number

Income Tax PAN / DPIN/ Passport Number

Name of nominee

*Date of entry in the register (DD/MM/YYYY)

(f) Particulars of Beneficial Partner

*Income Tax PAN/ Passport Number

Income Tax PAN Passport Number

*Income Tax PAN/ Passport Number

*Name of Beneficial Partner

*Nationality

Address of Beneficial Partner

*Address Line 1

Address Line 2

*Country

*Pin code

*Area/Locality

*City

*District

*State/UT

*Fathers Name/Mothers Name/ Spouse Name Fathers Name Mothers Name Spouse Name

*First Name

Middle Name

*Last Name

*Email Id

*Date of creation / acquisition of beneficial interest (DD/MM/YYYY)

*Nature of the beneficial interest

Attachments

(a)      Declaration under sub-rule (1) of rule 22B of LLP Rules, 2009

(b)      Declaration under sub-rule (2) of rule 22B of LLP Rules, 2009

(c)      Optional attachments (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

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.

Or

For office use only:

eForm Service request number (SRN)

eForm filing date (DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer

Date of signing (DD/MM/YYYY)