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The Limited Liability Partnership Rules, 2009

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 1st April, 2009
[Amended upto date((Last amended on 27.10.2023))]
G.S.R. 229(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, namely :—

Chapter-I Preliminary
1. Short title and commencement.- (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((Vide Notification S.O. 1324(E) dated 22nd May, 2009, the Central
Government appoints the 31st May, 2009 as the date on which Rules 32 and 33 and Rules 38 to 40 of
Limited Liability Partnership Rules, 2009 shall come into force.)) in the Official Gazette, appoint.
2. Definitions.- (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);
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2011 vide Notification No.
G.S.R. 506(E) dated 5th July, 2011 w.e.f. 09.07.2011, for the para:
"(iv) "Designated Partner Identification Number" (DPIN) means an identification number
which the Central Government may allot to any individual or nominee of a body corporate,
intending to be appointed as designated partner of a limited liability partnership (LLP), for the
purpose of his identification as such.".))[(iv) "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 and rules made
thereunder.]

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(v) "digital signature" means authentication of any electronic record by a subscriber by means
of an electronic method or procedure in accordance with the provisions of section 3 of the
Information Technology Act, 2000;
(vi) "Digital Signature Certificate" means a Digital Signature Certificate issued under sub-
section (4) of section 35 of the Information Technology Act, 2000;
(vii) "electronic record" means electronic record as defined under clause (t) of section 2 of the
information Technology Act, 2000;
(viii) "electronic registry" means an electronic repository or storage system in which the
information or documents are received, stored, protected and preserved in electronic form;
(ix) "Electronic mail (E-mail)" means message sent, received or forwarded in digital form via a
computer-based communication mechanism;
(x) "Officer" includes any partner, designated partner, employee of the LLP, any person in
accordance with whose directions or instructions the partners of the LLP have been accustomed
to act and any person authorized to accept any service on behalf of a foreign Limited Liability
Partnership and partners of such foreign Limited Liability Partnership;
(xi) "Pre-fill" means the automated process of data input by the computer system from the
database maintained in electronic registry;

(xii) "Provisional Designated Partner Identification Number" refers to the provisional

identification number generated by the electronic system setup by the Ministry of Corporate
Affairs;
(xiii) "Registrar" means a Registrar as defined under clause (s) of sub-section (1) of section 2 of
the Act;
(xiv) "Registrar's Front Office" means an office maintained by the Central Government or an
agency authorized by it to facilitate e-filing of documents into the electronic registry and their
inspection arid viewing;
(xv) "section" means section of the Act;

(xvi) "website" means a location connected to the internet that maintains one or more web
pages;
(2) Words and expressions used in these rules and not defined shall have the meaning respectively
assigned to them in the Limited Liability Partnership Act, 2008 (6 of 2009) and the Information
Technology Act, 2000 (21 of 2000).
3. Forms.- (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).
((Inserted by the Limited Liability Partnership (Second Amendment) Rules, 2018 vide Notification No.
S.O. 896(E) dated 18th September, 2018, w.e.f. 02.10.2018.))[(3) Form RUN-LLP (Reserve Unique
Name-Limited Liability Partnership), Form FiLLiP (Form for incorporation of Limited Liability
Partnership), Form 5, Form 17 and Form 18 shall be processed by the Registrar, Central Registration
Centre (CRC) for and on behalf of the jurisdictional Registrar.

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Explanation .— For the purposes of this sub-rule, Central Registration Centre means the office of
Central Registration Centre as established under sub-sections (1) and (2) of section 396 of the
Companies Act, 2013 (18 of 2013) by the Government of India vide notification number S.O. 218(E),
dated 22nd January., 2016.]
4. Authentication of electronic forms.- The electronic form shall be authenticated by authorized
signatories using digital signatures, as defined under the Information Technology Act, 2000 (21 of
2000).
5. Fees.- (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:

((Omitted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022, the first and second provisos:
"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 cashed and the amount credited:".))[***]
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No.
G.S.R. 109(E) dated 11th February, 2022, w.e.f. 01.04.2022, for the words "Provided also".))[Provided]
that, where application is filed through electronic media or through any other computer readable
media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii)
Internet Banking; or (iii) Remittance at the Bank Counter; or (iv) any other mode as approved by the
Central Government.

((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[(3) The National Company Law Appellate
Tribunal Rules, 2016 mutatis mutandis shall be applicable for filing an appeal under sub-sections (2)
and (3) of section 72.]
6. 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.

Chapter-II Nature of Limited Liability Partnership

7. 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.
8. 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'.

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((Inserted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No. G.S.R.
430(E) dated 5th June, 2012, w.e.f. 11.06.2012.))[Provided that in case of incorporation, the individual
who has given consent to act as partner or designated partner shall file consent in ((Substituted by the
Limited Liability Partnership (Second Amendment) Rules, 2018 vide Notification No. S.O. 896(E) dated
18th September, 2018, w.e.f. 02.10.2018, for the words "Form-2".))[Form FiLLip] along with fee as
mentioned in annexure-A.]
9. (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 disqualification
incurred by any person by virtue of clauses (a) or (b) of sub-rule (1), either generally or in relation to
any limited liability partnership or limited liability partnerships specified in the notification.

Chapter-III Designated Partner's Identification Number

((Substituted by the Limited Liability Partnership (Amendment) Rules, 2010 vide Notification No.
G.S.R. 24(E) dated 11th January, 2010 w.e.f. 15.01.2010, for the rule:

"10. (1) Every individual or nominee of a body corporate, who is intending to be appointed as
designated partner of a limited liability partnership shall make an application electronically in Form 7
to the Central Government for obtaining Designated Partner Identification Number (DPIN).

(2) The Central Government shall provide an electronic system to facilitate submission of application
for the allotment of DPIN through a portal on the website of the Ministry of Corporate Affairs.
(3) The applicant shall access the Form 7 from the portal, fill-in the required particulars sought therein
and use 'submit' function provided therein upon which the system will electronically generate and
indicate in the space provided a Provisional DPIN.
(4) A provisional DPIN generated online under sub-rule (3) by the applicant will remain valid for a
period of sixty days from the date on which it was generated.
(5) (i) The applicant shall, after the allotment of provisional DPIN, submit an application to the Central
Government along with the fee as mentioned in Annexure 'A' for the allotment of regular DPIN within
sixty days from the date on which provisional DPIN was generated on-line, failing which the
provisional DPIN will lapse.
(ii) For making an application under sub-rule (i), the applicant shall take a print out of Form 7,
affix his photograph in the space provided in that Form, enclose true copies of the proof of
identity and proof of residence and physically sign the form at the place specified therein. The

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photograph and the proof of identity and residence shall be certified by any one of the following
authorities:-

(a) Gazetted Officer of the Central or State Government,

(b) Notary Public,
(c) Chartered Accountant, Cost Accountant or Company Secretary holding a certificate of
practice under the Chartered Accountants Act, 1949, the Cost and Works Accountants Act,
1959 and the Company Secretaries Act, 1980 respectively.
(6) The Central Government shall process the applications received for allotment of DPIN under sub-
rule (5), decide on such application and communicate approval along with the DPIN allotted or
rejection thereof to the applicant by way of a letter by post or electronically or in any other mode,
within a period of one month from the receipt of such application:

(7) The DPIN so allotted is valid for the life time of such applicant and shall not be allotted to any other
person in any case.
(8) 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 in Form 4.
(9) (a) (i) Every designated partner, who has been allotted a DPIN under these rules shall, in the event
of any change in his particulars as stated in Form 7 under sub-rule (5), intimate such change(s) to the
Central Government within a period of 30 days of such change(s) in Form 10:
(ii) The concerned designated partner shall also intimate such changes to the limited
liability partnership or limited liability partnership(s) on which he is a designated partner
within 30 days of such changes.
(b) The designated partners shall fill-in the relevant change(s) in prescribed Form 10, enclose a
copy of the proof of the changed particulars duly certified in the manner specified in clause (ii) of
sub-rule (5), affix signature at the place specified, and file the same to the Central Government.
There shall be no fee for intimating the changes in particulars in Form 10.
(10) The Central Government, after being satisfied, through verification of such changed particulars
from the enclosed copy of proof, shall incorporate the said change and inform the designated partner
by way of a letter issued by post or electronically or in any other mode confirming the effect of such
change in the electronic database maintained by the Ministry of Corporate Affairs.".))[((Substituted by
the Limited Liability Partnership (Amendment) Rules, 2011 vide Notification No. G.S.R. 506(E) dated
5th July, 2011 w.e.f. 09.07.2011, for the rule, (which was earlier substituted by by the Limited Liability
Partnership (Amendment) Rules, 2010 vide Notification No. G.S.R. 24(E) dated 11th January, 2010
w.e.f. 15.01.2010):
"10. (1) Every individual or nominee of a body corporate who is intending to be appointed as
designated partner of a limited liability partnership shall submit an application electronically to the
Central Government for allotment of Designated Partner Identification Number (DPIN) in the manner
as provided in Form 7 along with fee as mentioned in Annexure 'A’.
(2) (i) For making an application under sub-rule (1) the applicant shall attach the following:-

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(a) attested or certified copy of the proof of identity containing self-photograph, date of birth and
father's name;

(b) attested or certified copy of the proof of residence;

(c) attested recent self photograph pasted on a plain paper and mentioning on that paper his or
her name and affixing his or her two signatures thereon;

(ii) In case the applicant is a foreign national, a copy of the valid passport shall be proof of identity.
(iii) In case the applicant is nominee of a body corporate, a copy of resolution or authorization on the
letterhead of the body corporate mentioning the name and address of an individual nominated to act
as Designated Partner on its behalf shall also be attached:
Provided that in case the proof of identity and proof of residence is in a language other than Hindi or
English, a certified copy of translation of the same either in Hindi or English shall be attached.

(3) The documents referred in sub-rule (2) shall be attested or certified by any one of the following
authorities:
(a) Gazetted Officer of the Central or State Government,

(b) Notary Public,

(c) Company Secretary, Chartered Accountant, Cost & Works Accountant holding a certificate of
Practice under the Company Secretaries Act, 1980, Chartered Accountants Act, 1949, and the
Cost & Works Accountants Act, 1959 respectively:
Provided that in the case of foreign nationals residing outside India or foreign body corporate(s)
registered outside India, the documents referred to in sub-rule (2) shall be duly certified and the
provisions of sub-rule (2) of rule 34 of these rules, shall apply mutatis mutandis for this purpose.
(4) The Central Government shall process the application received for allotment of DPIN under sub-
rule (1) and shall decide on the approval or rejection thereof and communicate the same along with
the DPIN allotted in the case of approval to the applicant by way of a letter by post or electronically or
in any other mode, within a period of thirty days from the receipt of such application.
(5) The Designated Partner Identification Number allotted under sub-rule (4) is valid for the lifetime of
the applicant.
(6) Every Designated Partner shall, along with his consent to be a designated partner, intimate his or
her DPIN to the Limited Liability Partnership in Form 9.
(7) (i) Every Designated Partner, who has been allotted a DPIN under these rules, in the event of any
change in the particulars of such Designated Partner, shall intimate such change(s) to the Central
Government within a period of 30 days of such change(s) in Form No. 10.

(ii) The Designated Partners shall attach certified copies of the proof of the changed particulars from
any of the authorities specified in sub-rule (3).
(iii) There shall be no fee for intimating the change(s) of particulars in Form 10.
(8) The concerned designated partner, shall also intimate change(s) in particulars in Form 6 to the
Limited Liability Partnership or Limited Liability Partnership(s) in which he is a designated partner
within 15 days of such change(s).".))[10. ((Substituted by the Limited Liability Partnership
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(Amendment) Rules, 2018 vide Notification No. G.S.R. 557(E) dated 12th June, 2018, w.e.f.
12.06.2018, for the sub-rule:
"(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.".))[(1) Every individual, who intends to be
appointed as a designated partner of an existing limited liability partnership, shall make an
application electronically in Form DIR-3 under the Companies (Appointment and Qualifications of
Directors) Rules, 2014 for obtaining DPIN under the Limited Liability Partnership Act, 2008 and
such DIN shall be sufficient for being appointed as designated partner under the 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.
(4) ((Substituted by the Limited Liability Partnership (Amendment) Rules, 2018 vide Notification No.
G.S.R. 557(E) dated 12th June, 2018, w.e.f. 12.06.2018, for the sub-rule:
"(i) Every designated partner, who has been allotted DPIN under these rules, shall in the event of
any change in particulars of as stated in erstwhile Form 7 or DIN-1, as the case may be, shall
intimate such change(s) to the Central Government within 30 days of such change(s) in Form
DIN-4 under Companies (Director Identification Number) Rules, 2006.".))[(i) Every individual who
has been allotted a DPIN or DIN under these rules, shall in the event of any change in his
particulars, make an application in Form DIR-6 under Companies (Appointment and
Qualifications of Directors) Rules, 2014 to intimate such change(s) to the Central Government
within a period of thirty days of such change(s).]
(ii) The concerned designated partner shall fill-in the relevant changes to the limited liability
partnership(s) on which he is a designated partner within 30 days of such changes.]]

Chapter-IV Incorporation of Limited Liability Partnership

((Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2018 vide Notification
No. S.O. 896(E) dated 18th September, 2018, w.e.f. 02.10.2018, for the rule:
"11. 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'.".))[11. (1) For the
purposes of section 11, the incorporation document shall be filed in Form FiLLiP with the
Registrar having jurisdiction over the State in which the registered office of the limited liability
partnership is to be situated alongwith fee as provided in Annexure ‘A’:

Provided that if an individual required to be appointed as designated partner does not have a DPIN or
DIN, application for allotment of DPIN shall be made in Form FiLLiP:

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Provided further that the application for allotment of DPIN shall not be made by more than
((Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide Notification
No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022, for the word "two".))[five] individuals in
Form FiLLiP:
Provided also that an application for reservation of name may be made through Form FiLLiP:

Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-
LLP and which has been approved, he may fill the reserved name as the proposed name of limited
liability partnership.
(2) (a) Where the Registrar, on examining Form FiLLiP, finds that it is necessary to call for further
information or finds such application or document to be defective or incomplete in any respect, he
shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days
from the date of such intimation given by the Registrar.
(b) After re-submission of the document, if the Registrar still finds that the document is defective or
incomplete in any respect, he shall give one more opportunity of fifteen days time to remove such
defects or deficiencies:
Provided that the total period for re-submission of documents shall not exceed thirty days.
(3) The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in
Form 16 ((Inserted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide
Notification No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022.))[and shall mention
Permanent Account Number and Tax Deduction Account Number issued by the Income Tax
Department].]
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2010 vide Notification No.
G.S.R. 24(E) dated 11th January, 2010 w.e.f. 15.01.2010, for the rule:

"12. In case of foreign nationals residing outside India in countries signatory to the Hague Apostile
Convention, 1961 and seeking to register a LLP in India, their signatures and address on the
incorporation documents and proof of identity, where required, shall be notarized before the notary of
the country of their origin and be duly apostillised in' accordance with the said Hague Convention.".))
[12. 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.]
13. 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 ((Substituted by the Limited Liability
Partnership (Second Amendment) Rules, 2018 vide Notification No. S.O. 896(E) dated 18th
September, 2018, w.e.f. 02.10.2018, for the words "Form-2".))[Form FiLLip].
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14. (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.
15. (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) posting on an electronic message board or network that the partnership or the
partner or the designated partner has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(C) other means of electronic communication
as to which the LLP or the partner or the designated partner has placed in effect
reasonable measures to verify that the sender is the person purporting to send the
transmission, and
(b) that creates a record that is capable of retention, retrieval and review, and that may
thereafter be rendered into clearly legible tangible form,
(ii) Courier means a document sent through a courier which provides the proof of delivery.
16. (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 requirements of sub-rule (2) above along with the fee
as mentioned in Annexure 'A'.

(4) The effective date for the service of documents to LLP at the other address declared by the LLP
cannot be prior to the date of filing of document under sub rule (3).
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17. (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 registered office within the same state, and within 30 days of complying with
sub-rule (4) in case of change of registered office from one stale to another state, along with fee
mentioned in Annexure 'A'.
(3) Where there is any conviction, ruling, order or judgment of any Court, tribunal or other authority
against the limited liability partnership, the particulars of such prosecutions initiated against or show
cause notices received by the limited liability partnership for the alleged offences under the LLP Act
shall be stated in the notice of change of place of registered office to be filed with the Registrar.
(4) Where the change in place of registered office is from one state to another state, the limited liability
partnership shall publish a general notice, not less than 21 days before filing any notice with Registrar,
in a daily newspaper published in English and in the principal language of the district in which the
registered office of the limited liability partnership is situated and circulating in that district giving notice
of change of registered office.
(5) Where the change in place of registered office is from one place io another place within the state
from the jurisdiction of one Registrar to the jurisdiction of another Registrar or from one state to
another state, the limited liability partnership shall file the notice in Form 15 with the Registrar from
where the limited liability partnership proposes to shift its registered office with a copy thereof for the
information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.
18. (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;
(v) it connotes the participation or patronage of the Central or State Government, unless
circumstances justify to, e.g., a name may be deemed undesirable in certain context if it includes
any of the words such as National, Union, Central, Federal, Republic, President, Rashtrapati,
etc;
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(vi) the proposed name contains the words 'British India';

(vii) the proposed name implies association or connection with any Embassy or Consulate or of
a foreign government which suggests connection with local authorities such as Municipal,
Panchayat, Zila Parishad or any other body connected with the Union or State Government;
(viii) ((Omitted by the Limited Liability Partnership (Second Amendment) Rules, 2018 vide
Notification No. S.O. 896(E) dated 18th September, 2018, w.e.f. 02.10.2018, the clause:
"(viii) the proposed name is vague like D.I.M.O. Limited liability partnership or I.V.N.R.
Limited liability partnership or S.S.R.P Limited liability partnership;".))[***]
(ix) it is different from the name or names of the existing limited liability partnership only to the
extent of having the name of a place within brackets before the word 'limited liability partnership',
for example, Indian Press (Delhi) LLP should not be allowed in view of the existence of the LLP
named Indian Press LLP;
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No.
G.S.R. 430(E) dated 5th June, 2012, w.e.f. 11.06.2012.))[Provided that the name shall be
reserved, in case the "No Objection Certificate" is granted by the registered Limited Liability
Partnership or company, as the case may be.]
(x) it includes name of registered Trade mark, unless the consent of the owner of the trade mark
has been produced;
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No.
G.S.R. 109(E) dated 11th February, 2022, w.e.f. 01.04.2022, for the clause:

"(xi) the proposed name is identical with or too nearly resembles the name of a firm or LLP
or company incorporated outside India and reserved by such firm, LLP or company with
the registrar in accordance with these rules;".))[(xi) the proposed name is identical with or
too nearly resembles the name of any other limited liability partnership or a company;]
(xii) it is identical with or too nearly resembles the name of the limited liability partnership or a
company in liquidation or it is identical with or too nearly resembles names of the LLP or a
company which is struck off, up to the period of 5 years;
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No.
G.S.R. 430(E) dated 5th June, 2012, w.e.f. 11.06.2012, for the clause"

"(xiii) it includes words like 'Bank', 'Insurance' and 'Banking', 'Venture capital' or 'mutual
fund' or such similar names without the approval of the regulatory authority;".))[(xiii) it
includes words like 'Bank', 'Insurance', and 'Banking', 'Venture capital' or 'mutual fund' or
business activity includes the words like 'Bank', 'Insurance', and 'Banking', 'Venture capital'
or 'mutual fund' or such similar names without the approval of regulatory authority:
Provided that the approval of regulatory authority shall be obtained at the time of
application for incorporation or change of name of an existing Limited Liability Partnership,
as the case may be.]
(xiv) ((Omitted by the Limited Liability Partnership (Second Amendment) Rules, 2018 vide
Notification No. S.O. 896(E) dated 18th September, 2018, w.e.f. 02.10.2018, the clause:

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"(xiv) it is intended or likely to produce a misleading impression regarding the scope or

scale of its activities which would be beyond the resources at its disposal;".))[***]

(xv) the proposed name includes words like French, British, German etc., unless the partners
satisfy that there is some form of collaboration and connection with the foreigners of that
particular country or place, the name of which is incorporated in the name;
(xvi) the proposed name of limited liability partnership includes the words company secretary,
chartered accountant, advocates or such similar words as indicative of a profession, as part of
the proposed name, the same shall be allowed only after obtaining approval from the Council
governing such profession or such authority as may be nominated by the Central Government, in
this behalf.
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No.
G.S.R. 430(E) dated 5th June, 2012, w.e.f. 11.06.2012.))[Provided that the approval of the
council governing the profession shall be obtained at the time of application for incorporation or
change of name of an existing Limited Liability Partnership, as the case may be.]
(3) A foreign LLP or a foreign company may on payment of fee as mentioned in Annexure 'A', apply in
Form 25 to the Registrar for reserving its existing name by which it is registered in the country of its
regulation or incorporation:
Provided that such reservation shall be valid for three years but may be renewed on a fresh
application along with payment of fee as provided in Annexure 'A'.
(4) An application for reservation of name with which the proposed limited liability partnership is to be
registered or for change of name, as the case may be, shall be made to the Registrar having
jurisdiction where the registered office of the limited liability partnership is to be situate.
((Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2018 vide Notification
No. S.O. 896(E) dated 18th September, 2018, w.e.f. 02.10.2018, for the sub-rule:
"(5) Every such application shall be in Form 1 and be accompanied by fee as mentioned in
Annexure 'A' and the Registrar shall inform to the applicant for reservation or non reservation of
the changed name or the name with which the proposed LLP is to be registered ordinarily within
seven days of the receipt of application.".))[(5) Every such application shall be made through the
web service, RUN-LLP, available at www.mca.gov.in and be accompanied by fee as mentioned
in Annexure ‘A’, which may either be approved or rejected, as the case may be, by the Registrar
after allowing a re-submission of such application within fifteen days for rectification of defects.]
(6) Where the Registrar informs applicant about reservation of name with which the LLP is to be
registered or changed name, as the case may be, such name shall be available for reservation for a
period of three months from the date of intimation by the Registrar.
19. ((Substituted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No.
G.S.R. 109(E) dated 11th February, 2022, w.e.f. 01.04.2022, for the sub-rule:
"(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.".))[(1) A limited liability

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partnership or a company or a proprietor of a registered trade mark under the Trade Marks Act,
1999 (47 of 1999) which already has a name or trade mark which is similar to or which too nearly
resembles the name or new name of a limited liability partnership incorporated subsequently,
may apply to the Regional Director in Form 23 to give a direction to that limited liability
partnership incorporated subsequently to change its name or new name, as the case may be:

Provided that an application of the proprietor of the registered trade mark shall be maintainable within
a period of three years from the date of incorporation or registration or change of name of limited
liability partnership under the Act.]
(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 partnership incorporated
subsequently.
(3) The application shall be verified by the person making it.
((Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide Notification
No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022, for the sub-rule:
"(4) The person making the application shall attach -
(a) the authority under which he is making such an application;
(b) 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.".))[(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.]
(5) The application shall be accompanied by a fee as mentioned in Annexure 'A'.

((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[19A. Allotment of new name to existing LLP
under sub-section (3) of section 17. – (1) In case a Limited Liability Partnership (herein after
referred to as "LLP") fails to change its name or new name, as the case may be, in accordance with
the direction issued under sub-section (1) of section 17 within a period of three months from the date
of issue of such direction, the letters "ORDNC" (which is an abbreviation of the words "Order of
Regional Director Not Complied"), the year of passing of the direction, the serial number and the
existing LLPIN of the LLP shall become the new name of the LLP without any further act or deed by
the LLP, and the Registrar shall accordingly make entry of the new name in the register of LLP and
issue a fresh certificate of incorporation in Form No. 16A:
Provided that nothing contained in sub-rule (1) shall apply in case e-form LLP Form No-5 filed by the
LLP is pending for disposal at the expiry of three months from the date of issue of direction by
Regional Director unless the said e-form is subsequently rejected.

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(2) The LLP whose name has been changed under sub-section (3) of section 17 shall at once make
necessary compliance with the provisions of section 21 and the statement, "Order of Regional Director
Not Complied (under section 17 of the LLP Act, 2008)" shall be mentioned in brackets below the name
of LLP on its invoices, official correspondence, and publications:
Provided that no such statement shall be required to be mentioned in case the LLP subsequently
changes its name in accordance with section 19.]
20. (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.

Chapter-V Partners and their Relations

21. (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'.
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2010 vide Notification No.
G.S.R. 24(E) dated 11th January, 2010 w.e.f. 15.01.2010, for the sub-rule:
"(2) For the purposes of sub-section (3) of section 23, every limited liability partnership shall file
information with regard to the limited liability partnership agreement referred to in such sub-section, in
Form 3 with the Registrar within thirty days of the ratification by all the partners alongwith the fee as
provided in Annexure 'A'.".))[(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 liability partnership alongwith
the fee as provided in Annexure A.]
22. (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.

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(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 verified the particulars from the
books and records of the limited liability partnership and found them to be true and correct.
(5) The fees to be paid to the registrar in pursuance of sub-section (3) of section 25 shall be as
mentioned in Annexure 'A'.
((Inserted by Limited Liability Partnership (Third Amendment) Rules, 2023 vide Notification No. G.S.R.
803(E) dated 27th October, 2023, w.e.f. 27.10.2023.))[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 spouse’s 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.]
((Inserted by Limited Liability Partnership (Third Amendment) Rules, 2023 vide Notification No. G.S.R.
803(E) dated 27th October, 2023, w.e.f. 27.10.2023.))[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:

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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.]

Chapter-VI Form of Contribution

23. (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.

Chapter-VII Financial Disclosures

24. (1) Every limited liability partnership shall keep books of accounts which are sufficient to show and
explain the limited liability partnership's 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

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(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 liabilities of the limited liability partnership;
(c) statements of cost of goods purchased, inventories, work-in-progress, finished goods and
cost of goods sold; and
(d) any other particulars which the partners may decide.
(3) The books of account which a limited liability partnership is required to keep shall be preserved for
eight years from the date on which they are made.
(4) For the purposes of sub-section (3) of section 34, every limited liability partnership shall file the
Statement of Account and Solvency in Form 8 with the Registrar, within a period of thirty days from
the end of six months of the financial year to which the Statement of Account and Solvency relates.

((Inserted by the Limited Liability Partnership (Amendment) Rules, 2011 vide Notification No. G.S.R.
796(E) dated 4th November, 2011, w.e.f. 04.11.2011.))[Provided that if a limited liability partnership
has closed the financial year on the 31st March 2011, it shall file the Statement of Account and
Solvency in Form 8 with the Registrar, within a period of sixty days from the end of six months of the
financial year to which the Statement of Account and Solvency relates.]
(5) The fees to be paid to the Registrar in pursuance of sub-section (3) of section 34 for filing the
Statement of Account and Solvency shall be as mentioned in Annexure 'A'.
((Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide Notification
No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022, for the sub-rule:
"(6) A limited liability partnership's Statement of Account and Solvency shall be signed on behalf
of the limited liability partnership by its designated partners.".))[(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.]
(7) The Statement of Account and Solvency of a limited liability partnership shall be signed by the
designated partners of the LLP and each designated partner shall be taken to be a party to its
approval unless he shows that he took all reasonable steps to prevent their being approved and
signed.

(8) The accounts of every limited liability partnership shall be audited in accordance with these rules:
Provided that a limited liability partnership whose turnover does not exceed, in any financial year, forty
lakh rupees, or whose contribution does not exceed twenty-five lakh rupees shall not be required to

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get its accounts audited:

Provided further that if partners of such limited liability partnership decide to get the accounts of such
LLP audited, the accounts shall be audited in accordance with these rules:
Provided also that where the partners of such LLP do not decide for audit of the accounts of the LLP,
such LLP shall include in the Statement of Account and Solvency a statement by the partners to the
effect that the partners acknowledge their responsibilities for complying with the requirements of the
Act and the Rules with respect to preparation of books of account and a certificate in the form
specified in Form 8.
(9) A person shall not be qualified for appointment as an auditor of a limited liability partnership unless
he is a Chartered Accountant in practice.
(10) An auditor or auditors of a limited liability partnership shall be appointed for each financial year of
the LLP for auditing its accounts.
(11) The designated partners may appoint an auditor or auditors—
(a) at any time for the first financial year but before the end of the first financial year,
(b) at least 30 days prior to the end of the each financial year (other than the first financial year),
(c) to fill a casual vacancy in the office of auditor, including in the case when the turnover or
contribution of a limited liability partnership exceeds the limits specified under sub-rule (8), or
(d) to fill up the vacancy caused by removal of an auditor.
(12) The partners may appoint an auditor or auditors where the designated partners have power to
appoint under sub-rule (11) and have failed to appoint.
(13) An auditor or auditors of an LLP shall hold office in accordance with the terms of his or their
appointment and shall continue to hold such office till the period —
(a) the new auditors are appointed, or
(b) they are re-appointed.
(14) Where no auditor has been appointed under sub-rule (11), any auditor in office shall be deemed
to be re-appointed, unless —
(a) the limited liability partnership agreement requires actual re-appointment, or
(b) the majority of partners have determined that he should not be re-appointed and have given
a notice to this effect to the LLP.
(15) Provisions of sub-rule (14) shall be applicable without prejudice to the provisions of the rules
relating to removal and resignation of auditors under this chapter.
(16) A notice specified under clause (b) of sub-rule 14 -
(a) may be in hard copy or electronic form, and
(b) must be authenticated by the person or persons giving it.
(17) The remuneration of an auditor appointed by the limited liability partnership may be fixed by the
designated partners or by following the procedure as laid down in the limited liability partnership
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agreement.
(18) (a) The partners of a limited liability partnership may remove an auditor from office at any time by
following the procedure as laid down in the limited liability partnership agreement.
(b) Where the Limited liability partnership agreement does not provide for removal of an auditor,
consent of all the partners shall be required for removal of the auditor from his office.
(19) (a) An auditor of an LLP may resign his office by depositing a notice in writing to that effect at the
LLP's registered office.
(b) Where an auditor is unwilling to be re-appointed, he shall give a notice in writing to that effect
at the LLP's registered office, not less than 14 days before the end of the time allowed for
appointing the new auditor.
(c) The notice under clause (a) or (b) is not effective unless it is accompanied by the statement
of the circumstances connected with his ceasing to hold office.
(d) The auditor's term comes to an end as on the date on which the notice is deposited or on
such later date as may be specified in the notice.
25. (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.
((Inserted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide Notification No.
G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022.))[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.]
(3) The fees to be paid to the Registrar in pursuance of sub-section (1) of section 35 for filing the
annual return shall be as mentioned in Annexure 'A'.
26. 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.

Chapter-VIII Destruction of old Records

27. (1) The Registrar shall preserve the documents permanently as specified in Annexure 'B' to these
rules.
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(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 dissolved together with correspondence relating to such limited liability partnership;
(iii) papers relating to legal proceedings from the date of disposal of the case and appeal, if
any;
(iv) copies of statistical returns furnished to Government;
(v) all correspondences including correspondences relating to scrutiny of accounts, annual
returns, prosecutions, reports to the Central Government and the Tribunal and the
correspondences relating to complaints:
Provided that in case of prosecution matter, the date is to be recorded from the date of disposal
of the case and appeal, if any.
(c) Records to be preserved for three years-
(i) All books, records and papers, other than those specified in sub-rule (1), clauses (a) and
(b) of sub-rule (2), sub-rule (3) and sub-rule (4).
(ii) Routine correspondence regarding payment of fees, additional filing fees and
correspondence about the return of documents.
(3) The registered documents specified in Annexure 'C' to these rules relating to any limited liability
partnership in operation shall be preserved for the period indicated against them in the said Annexure.
(4) Registered documents of foreign limited liability partnerships which cease to have any place of
business in India shall be destroyed after expiry of three years from the date such limited liability
partnerships cease to have any place of business in India.
(5) The Registrar shall maintain a Register of destroyed documents in two parts, in the form set out in
the Annexure 'D' to these rules, wherein he shall enter brief particulars of the records destroyed and
shall certify therein the date and mode of destruction.
(6) The provisions of these rules shall be in addition to and not in derogation of the rules for the
destruction of office records connected with accounts (containing in Appendix 13 to the Compilation of
the General Financial Rules) and the period prescribed under Record Retention Schedule for Records
common to all departments and such other rules.

Chapter-IX Investigations

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28. 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

Explanation.- In the absence of Statement of Account and Solvency for the preceding financial year,
such amount of security as may be fixed by the Central Government.
29. 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.
30. The fee payable for furnishing a copy of the Inspector's report in pursuance of clause (b), sub
section (2), section 49 shall be five rupees per page or fractional part thereof.
31. 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).

Chapter-X Conversion to Limited Liability Partnership

32. (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.
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2009 vide Notification No. G.S.R.
385(E) dated 04th June, 2009 w.e.f. 04.06.2009))[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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((Substituted by the Limited Liability Partnership (Amendment) Rules, 2015 vide Notification No.
G.S.R. 786(E) dated 15th October, 2015, w.e.f. 19.10.2015, for the rule:
"33. 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.".))[33. For the purposes of the proviso to sub-section (1) of section 58 of the Act, where the
firm has been converted into limited liability partnership, an intimation of such conversion to the
concerned Registrar of Firms shall be given in Form 14 within fifteen days of the date of
registration of the Limited Liability Partnership.]

Chapter-XI Foreign Limited Liability Partnership

34. (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 of the limited liability partnership,
service of process and any notices or other documents required to be served on the limited
liability partnership.
(2) (i) If the limited liability partnership is incorporated in any country which is a part of the
Commonwealth, the copies of the documents referred to in sub-rule (1) shall be certified as true
copies -
(a) by an official of the Government to whose custody the original is committed; or
(b) by a Notary (Public) in that Part of the Commonwealth; or
(c) by an officer of the limited liability partnership, on oath before a person having authority
to administer an oath in that part of the Commonwealth.
(ii) If the Limited Liability Partnership is incorporated in a country that falls outside the
Commonwealth but is a party to the Hague Apostile Convention. 1961 -
(a) the copies of the documents referred to in sub-rule (1) shall be certified by an official of
the Government to whose custody the original is committed and be duly apostillised in
accordance with Hague Convention;
(b) a list of the partners and designated partners of the LLP, if any,
the name and address of persons resident in India, authorised to accept notice on behalf of

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the Limited Liability Partnership shall be duly notarised and be apostillised in the country of
their origin in accordance with Hague Convention.

(iii) If the limited liability partnership is incorporated in a country outside the Commonwealth and
is not a party to the Hague Convention, the copy of the incorporation documents referred in sub-
rule (1) shall be certified -
(a) by an official of the Government to whose custody the original is committed ; or
(b) a Notary (Public) of such country ; or
(c) by an officer of the limited liability partnership.

(iv) The signature or seal of the official referred to in sub-clause (a) of clause (iii) or the certificate
of the Notary (Public) referred to in sub-clause (b) of that clause shall be authenticated by a
Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and
Consular Officers (Oaths and Fees) Act, 1948 (XL of
1948), or where there is no such officer, by any of the officials mentioned in section 6 of the
Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10), or in any Act amending the same.
(v) The certificate of the officer of the limited liability partnership referred to in sub-clause (c) of
clause (iii) shall be signed before a person having authority to administer an oath as provided
under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of
1948), or as the case may be, by section 3 of the Commissioners of Oaths Act, 1889 (52 and 53
Vic, C. 10) the status of the person administering the oath in the latter case being authenticated
by any official specified in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C.
10) or in any Act amending the same.
(3) (i) If any alteration is made or occurs in—
(a) the instrument constituting or defining the constitution of a limited liability partnership
incorporated or registered outside India;
(b) the registered or principal office of a limited liability partnership incorporated or
registered outside India; or
(c) the partner or designated partner, if any, of a limited liability partnership incorporated or
registered outside India,
the foreign limited liability partnership shall file in Form 28 such alterations with the Registrar
within sixty days of the close of the financial year.
(ii) If any alteration is made or occurs in-
(a) the certificate of incorporation or registration of limited liability partnership incorporated
or registered outside India;
(b) the name or address of any of the persons authorized to accept service on behalf of a
foreign limited liability partnership in India; or
(c) the principal place of business of foreign limited liability partnership in India,

the foreign limited liability partnership shall file in ((Substituted by the Limited Liability
Partnership (Second Amendment) Rules, 2022 vide Notification No. G.S.R. 173(E) dated 4th

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March, 2022, w.e.f. 04.03.2022, for the word "Form 29".))[Form 28] such alterations with the
Registrar within thirty days from the date on which the alteration was made or occurred.
(4) Every foreign limited liability partnership shall file with the Registrar the Statement of Account and
Solvency in Form 8 in accordance with provisions of rule 24 duly signed by the authorized
representatives within a period of 30 days from the end of six months of the financial year.
(5) (i) If any document as is mentioned in sub-rule (1) or (3) is not in the English language, there shall
be annexed to it a certified translation thereof.
(ii) the translation of documents into English required to be filed with the Registrar in pursuance
of sub-rule (1) or (3) shall be certified to be correct in the manner as provided in clause (iii) or
clause (iv) of this sub-rule, as the case may be.
(iii) Where any translation is made outside India, it shall be authenticated in the manner specified
in sub-rule (2).
(iv) Where such translation is made within India, it shall be authenticated-
(a) by an Advocate, Chartered Accountant, Company Secretary or Cost Accountant; or
(b) by an affidavit of a person who, in the opinion of the Registrar has adequate knowledge
of the language of the original and of English.
(6) Every foreign limited liability partnership shall cause the name of the foreign limited liability
partnership and of the country in which the limited liability partnership is incorporated, to be stated in
legible English characters in all invoices, official correspondence and publications of the limited liability
partnership.
(7) (a) where any such limited liability partnership makes default in delivering to the Registrar the
names and addresses of persons resident in India who are authorized to accept on behalf of the
limited liability partnership service of process, notices or other documents; or
(b) if at any time all the persons whose names and addresses have been so delivered are dead
or have ceased so to reside, or refuse to accept service on behalf of the limited liability
partnership or for any reason, cannot be served;

a document may be served on the limited liability partnership by leaving it at, or sending it by post to,
any place of business established by the limited liability partnership in India.
(8) If any foreign limited liability partnership ceases to have a place of business in India, it shall give
notice to the Registrar in ((Substituted by the Limited Liability Partnership (Second Amendment)
Rules, 2022 vide Notification No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022, for the
word "Form 29".))[Form 28] within 30 days of its intention to close the place of business and as from
the date on which notice is so given, the obligation of the limited liability partnership to file any
document to the Registrar shall cease, provided it has no other place of business in India and it has
filed all the documents due for filing as on the date of the notice.
(9) Every document which is required to be filed by any foreign limited liability partnership shall be filed
in the electronic form to the Registrar having jurisdiction over New Delhi, through the portal maintained
by the Ministry of Corporate Affairs on its website www.mca.gov.in.

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(10) The Registrar shall, on registration of Form 27, issue a certificate for establishment of place of
business in India by the foreign limited lability partnership in Form 30.
(11) There shall be paid to Registrar for filing or delivery or registering any form or document required
by this Chapter the fee as mentioned in Annexure 'A'.

Chapter-XII Compromise, Arrangement or Reconstruction of Limited Liability

Partnerships
35. (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 summons, give such directions as it may think
necessary in respect of the following matters:
(i) determining the creditors and/or of partners whose meeting or meetings have to be held for
considering the proposed compromise or arrangement;
(ii) fixing the time and place of such meeting or meetings;
(iii) appointing a chairman for the meeting or chairman for the meetings to be held;
(iv) fixing the quorum and the procedure to be followed at the meeting or meetings, including
voting by proxy;
(v) determining the values of the creditors and/or the partners, as the case may be, whose
meetings have to be held;
(vi) notice to be given of the meeting or meetings and the advertisement, if any, of such notice;
(vii) the time within which the chairman of the meeting is to report to the Tribunal the result of the
meeting; and
(viii) such other matters as the Tribunal may deem necessary.
(b) The order made under clause (a) shall be in accordance with the rules as may be laid down in this
behalf.
(4) (i) Voting by proxy shall be permitted, provided a proxy in Form 26 duly signed by the person
entitled to attend and vote at the meeting is filed with the limited liability partnership at its registered
office not later than 48 hours before the meeting.
(ii) Where a body corporate which is a partner or creditor of a limited liability partnership,
authorises any person to act as its representative at the meeting of the partners or creditors of
the limited liability partnership, as the case may be, a copy of the authorisation of such person to
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act as its representative at the meeting, and certified to be a true copy by a designated
partner or other authorised officer of such body corporate, shall be lodged with the limited liability
partnership at its registered office not later than 48 hours before the meeting.
(5) The notice of the meeting to be given to the creditors and/or partners, shall be in accordance with
the rule laid down in this behalf, and shall be sent to them individually by the chairman appointed for
the meeting, or, if the Tribunal so directs, by the limited liability partnership (or its Liquidator), or any
other person as the Tribunal may direct, by post under certificate of posting to their last
known address not less than 21 clear days before the date fixed for the meeting. It shall be
accompanied by a copy of the proposed compromise or arrangement alongwith statement showing
material interest of the designated partners, if any, and a form of proxy.
(6) The notice of the meeting shall be advertised, if so decided by the Tribunal, in such newspapers
and in such manner as the Tribunal may direct.
(7) Every creditor or partner entitled to attend the meeting shall be furnished by the limited liability
partnership, free of charge and within 48 hours of a requisition made for the same, with a copy of the
proposed compromise or arrangement.
(8) The chairman appointed for the meeting or the limited liability partnership or other person directed
to issue the advertisement and the notices of the meeting shall file an affidavit not less than 7 days
before the date fixed for the holding of the meeting or the holding of the first of the meetings, as the
case may be, showing that the directions regarding the issue of notices and the advertisement have
been duly complied with. In default thereof, the summons shall be posted before the Tribunal for such
orders as it may think fit to make.
(9) The chairman of the meeting, or where there are separate meetings, the chairman of each meeting
shall, within the time fixed by the Tribunal, or where no time has been fixed, within seven days after
the conclusion of the meeting, report the result thereof to the Tribunal. The report shall state
accurately the number of creditors or the partners, as the case may be, who were present and who
voted at the meeting either in person or by proxy, their individual values and the way they voted.
(10) (i) Where the proposed compromise or arrangement is agreed to, with or without modification, as
provided in sub-section (2) of section 60, the limited liability partnership, or its Liquidator, as the case
may be, shall, within seven days of the filing of the report by the chairman, present a petition to the
Tribunal for confirmation of the compromise or arrangement:
Provided that where a compromise or arrangement is proposed for the purposes of, or in
connection with, a scheme for the reconstruction of any limited liability partnership or the
amalgamation of any two or more limited liability partnerships, the petitioner shall pray for
appropriate orders and directions under section 62.
(ii) Where the limited liability partnership fails to present the petition under clause (i) for
confirmation of the compromise or arrangement as aforesaid, it shall be open to any creditor or
partner as the case may be, with the leave of the Tribunal, to present the petition for confirmation
and the limited liability partnership shall be liable for the costs thereof.
(iii) Where no petition for confirmation of the compromise or arrangement is presented to, or
where the compromise or arrangement has not been approved by the requisite majority under
sub-section (2) of section 60 and consequently no petition for confirmation could be presented,

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the report of the chairman as to the result of the meeting made under sub-rule (9) shall be
placed for consideration before the Tribunal for such orders as may be necessary.
(11) An order made by the Tribunal as mentioned in sub-section (3) of section 60 and sub-section (3)
of section 62 shall be filed with Registrar concerned in Form 22 along with fee as mentioned in
Annexure 'A'.
Explanation.- In computing the period of 30 days from the date of order, the requisite time for obtaining
a certified copy of order shall be excluded.
(12) (i) An arrangement for revival and rehabilitation of any LLP may be proposed,-
(a) where on a demand by the creditors of the LLP representing fifty per cent or more of its
outstanding amount of debt the LLP has failed to pay the debt, within thirty days of the
service of the notice of demand or to secure or compound it to the reasonable satisfaction
of the creditors; or
(b) where a petition for winding up of a LLP is pending before the Tribunal, in terms of the
directions given by the Tribunal on the winding up petition; or
(c) where the liquidator has filed his report before the Tribunal, in terms of directions given
by the Tribunal on the report of the Liquidator.
(ii) Without prejudice to clause (i), the LLP or any creditor or partner of the LLP, or in the case of
a LLP which is being wound up, the Liquidator, may make an application for sanction of the
arrangement for revival and rehabilitation before the Tribunal.
(13) (i) An application under sub-rule (12) shall be accompanied by-

(a) a statement of account and solvency of LLP for the immediately preceding financial
year, in case the application under sub-rule (12) is made by the LLP;
(b) particulars and documents relevant to the scheme including commitments whether
financial or otherwise expected from various parties or, proposed restructuring or
rescheduling of the debts, or any undertaking or understanding, in case from bank or
financial institution through a letter or in any other case through an affidavit of concerned
party or parties, or in any other form as may be directed by the Tribunal; and
(c) proposed scheme of revival and rehabilitation of the LLP including proposal for
appointment of an LLP Administrator.
(ii) An application under sub-rule (12) shall be made to the Tribunal within 90 days from the date
of expiry of demand notice or from the date of the direction of the Tribunal referred to under
clause (i) of sub-rule 12.
(14) (a) Within 60 days of receipt of an application under sub-rule (12), the Tribunal may hear all the
parties concerned and admit or dismiss the application;
(b) where the Tribunal admits the application, it may make an order to that effect and make
provisions in such order, for all or any of the following matters:-
(i) holding of meetings of the creditors for approval of scheme proposed for revival and
rehabilitation of LLP;

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(ii) procedure to be followed by the LLP Administrator proposed in the scheme in

connection with holding of the meeting including the appointment of chairman for such
meeting;
(iii) any other direction(s) or order(s) as may be considered necessary.
(c) The LLP Administrator proposed in the scheme shall submit his preliminary report including
the decision of the meeting to the Tribunal within 60 days of order made under clause (b) of sub-
rule (14).
(15) (i) On consideration of the report of the LLP Administrator under clause (c) of sub-rule (14), and
other materials available, if the Tribunal is satisfied that the creditors representing three-fourths in
value of the amount outstanding against that LLP have, with or without modification of the scheme,
resolved that it is not possible to revive and rehabilitate the LLP, the Tribunal may, within 60 days of
the receipt of such report, order-
(a) that the proceedings for the winding up of the LLP be initiated; or
(b) the LLP be wound up, or the liquidator to continue; or
(c) sanction the arrangement for revival and rehabilitation of LLP as approved by such
creditors with such modifications as may be considered necessary by the Tribunal, and
make orders for continuation of the LLP Administrator or appointment of a
new LLP Administrator:
Provided that Tribunal may consider for its approval, the arrangement for revival and
rehabilitation including the proposal for appointment of any other LLP Administrator moved
by the LLP in the meeting of the creditors, in place of the arrangement proposed by the
creditors or the Liquidator, provided the arrangement is approved by three-fourth majority,
in value, of creditors.
Provided further that where the arrangement of revival and rehabilitation relates to
amalgamation of the LLP with any other LLP, no such scheme shall be sanctioned by
the Tribunal unless the said scheme is approved with, or without modification by three-
fourth majority of respective partners of transferor and transferee LLPs.
(ii) The order of sanction of the arrangement by the Tribunal under clause (i) may make
provisions, for all or any of the following matters:-
(a) powers and functions of the LLP Administrator;
(b) the time period within which various actions proposed in the arrangement to be
completed;
(c) any such direction to the LLP or its officers or to the creditors, or to
the LLP Administrator or to any other person, as may be considered necessary, for the
purpose of implementation of the arrangement of revival and rehabilitation; and
(d) any other order or orders as may be considered necessary.
(16) The LLP Administrator shall complete all the actions relating to implementation of the revival and
rehabilitation arrangement and submit his final report before the Tribunal within such time directed by
the Tribunal but not exceeding 180 days of the order under clause (i) of sub-rule (15);
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(17) (i) The LLP administrator shall be appointed from a panel maintained by the Central Government
for winding up and dissolution of LLPs.

(ii) The terms and conditions of the appointment including fee of LLP Administrator shall be such
as may be ordered by the Tribunal.
(iii) The Tribunal may, on a reasonable cause being shown and for reasons to be recorded in
writing, remove the LLP Administrator and may appoint another LLP Administrator.
(iv) In case of removal, death or incapacity of the LLP Administrator, the Tribunal may appoint
another LLP Administrator.
(v) The LLP administrator shall, within 30 days of the making of order or orders under sub-rule
(15) cause certified copy thereof to be filed with the Registrar concerned in Form 22 along with
fee as mentioned in Annexure “A”.
Explanation.-In computing the period of 30 days from the date of order, the requisite time for obtaining
a certified copy of order shall be excluded.

Chapter-XIII Electronic filing of Documents

36. (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 designated partner, partner or person specified in the Act for authentication of e-form,
documents or application, etc., which are required to be filed or delivered under the Act or rules
made thereunder, shall obtain a digital signature certificate from the Certifying Authority for the
purpose of such authentication and such certificate shall not be valid unless it is of Class II or
Class III specification under the Information Technology Act, 2000.
(2) The Central Government shall set up and maintain-
(i) a website or portal to provide access to the electronic registry; and,
(ii) as many Registrar’s Front Offices as may be necessary and at such places and for such time
as Central Government may determine from time to time,
for filing of e-Forms, documents and applications, etc., viewing and inspection of documents in
the electronic registry.
(3) (i) The Central Government shall set up and maintain a secure electronic registry in which all the
documents filed electronically shall be stored. The electronic registry so set up shall enable public
access and inspection of such documents as are required to be in the public domain under the Act on
payment of the fees as mentioned in Annexure “A”.

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(ii) Every document or application or certificate or notice, etc., required to be signed by

the Registrar or an officer of the Central Government under the Act or rules made thereunder,
shall be authenticated through a valid digital signature of such person or a system
generated digital signature.
(iii) The Registrar or an officer of the Central Government, as the case may be, may send any
communication either to the Limited Liability Partnership or its authorised representative,
partners or both in the electronic manner for which the LLP shall create and maintain at all times
a valid electronic address (e.g., E-mail, user Identification, etc.) capable of receiving and
acknowledging the receipt of such communication, automated or otherwise.
(4) The Registrar or an officer of the Central Government shall issue certificate, receipt, approval or
communicate endorsement or acknowledgment in the electronic manner:
Provided that where the Registrar or an officer of the Central Government, as the case may be, is not
able to issue any certificate, receipt, endorsement, acknowledgement or approval in electronic manner
for the reasons to be recorded in writing, he may issue such certificate, receipt, or communicate
endorsement, acknowledgment or approval in the physical form under manual signature affixing seal
of his office.
(5) The Registrar shall examine or cause to be examined every application or e-Form or document
required or authorised to be filed by or delivered under the Act and rules made thereunder for
approval, registration, taking on record or rectification by the Registrar as the case may be:
Provided that the e-Forms or documents identified as informatory in nature and filed under Straight
Through Process (STP) may be examined by the Registrar any time after its filing.
(6) Where the Registrar, on examining any application or e-Form or document referred to in sub-rule
(5), finds it necessary to call further information or finds such application or e-Form or document to be
defective or incomplete in any respect, he shall give intimation of such information called for or defects
or incompleteness noticed electronically, by placing it on the website and also by e-mail on the last
intimated e-mail address of the person or the limited liability partnership, which has filed such
application or e-Form or document, directing him or it to furnish such information or to rectify such
defects or incompleteness or to re-submit such application or e-Form or document within the period
allowed under sub-rule (7) ((Inserted by the Limited Liability Partnership (Second Amendment) Rules,
2022 vide Notification No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022.))[in Form 32]:
Provided that in case the e-mail address of the person or the Limited Liability Partnership in question
is not available, such intimation shall be given by the Registrar by post at the last
intimated address given in Form 12, or registered office address of the Limited Liability Partnership or
the address of such person, as the case may be. The Registrar shall preserve the facts of such
intimation in the electronic record.
(7) The Registrar shall allow such period or periods but not exceeding thirty days in aggregate to such
person or LLP which has filed such application or e-Form or document under sub-rule (5) for
furnishing further information or for rectification of the defects or incompleteness or for re-submission
of such application or e-Form or document.
(8) In case where such further information called for has not been provided or has been furnished
partially or has not been provided or defects or incompleteness has not been rectified or has been

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rectified partially or has not been rectified to the satisfaction of the Registrar within the period allowed
under sub-rule (7), the Registrar shall either reject or treat and label such application or e-Form or
document as the case may be as "invalid" in the electronic record, and shall not take on record such
invalid application or e-Form or document and shall inform such person or limited liability
partnership as the case may be in the manner specified in sub-rule (6) .
(9) Where any document has been recorded as invalid by the Registrar, such document may be
rectified by the limited liability partnership only through fresh filing with payment of fee and additional
fee as applicable, without prejudice to any other liability under the Act.
(10) Save as otherwise provided in the Act, the Registrar shall not keep any document pending for
approval and registration or for taking on record or for rejection or otherwise for more than one
hundred twenty days, from the date of its filing.
(11) The Registrar in case finds any e-Form or document filed under Straight Through Process (STP),
referred to in proviso under sub-rule (5), as defective or incomplete in any respect, at any time, he
shall treat and label such e-Form or document as "defective" in the electronic registry and shall also
issue a notice pointing out such defects or incompleteness in such e-Form or document at the last
intimated e-mail address (if available) of the person or the LLP which has filed the document and also
in writing by post at the address of such person or address of such LLP or registered
office address of LLP, calling upon such person or LLP to file such e-Form or document afresh with fee
and additional fee as applicable, after rectifying such defects or incompleteness within a period of
thirty days from the date of such notice.

Chapter-XIV Striking off name of Defunct LLP

37.(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 the date of the notice:
Provided that no such notice by Registrar shall be required under clause (b):
Provided further that where the limited liability partnership is regulated under a special law, the
application for removal of its name shall be accompanied by approval of the regulatory body
constituted or established under that law.
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2017 vide Notification No. G.S.R.
470(E) dated 16th May, 2017, w.e.f. 20.05.2017.))[(1A) The limited liability partnership referred to in
clause (b) of sub-rule (1) of rule 37 shall,-

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(I) file overdue returns in Form 8 and Form 11 up to the end of the financial year in which the limited
liability partnership ceased to carry on its business or commercial operations before filing Form 24;
(II) ((Inserted by the Limited Liability Partnership (Second Amendment) Rules, 2022 vide Notification
No. G.S.R. 173(E) dated 4th March, 2022, w.e.f. 04.03.2022, for the words "enclose along with Form
24".))[furnish in Form 24],—
(a) a statement of account disclosing nil assets and nil liabilities, certified by a Chartered
Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form
24;
(b) an affidavit signed by the designated partners, either jointly or severally, to the effect,—
(i) that the Limited Liability Partnership has not commenced business or where it
commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);
(ii) that the limited liability partnership has no liabilities and indemnifying any liability that
may arise even after striking off its name from the Register;
(iii) that the Limited Liability Partnership has not opened any Bank Account and where it
had opened, the said bank account has since been closed together with certificate(s) or
statement from the respective bank demonstrating closure of Bank Account;
(iv) that the Limited Liability Partnership has not filed any Income-tax return where it has
not carried on any business since its incorporation, if applicable.
(c) a copy of the acknowledgement of the latest Income-tax return filed under the Income-tax
Act,1961 (43 of 1961) and the rules made thereunder for the time being in force, where the
limited liability partnership has carried out any business and has filed such return.
(d) copy of the initial limited liability partnership agreement, if entered into and not filed, along
with changes thereof in cases where the Limited Liability Partnership has not commenced
business or commercial operations since its incorporation.
Explanation.—The date of cessation of commercial operation is the date from which the Limited
Liability Partnership ceased to carry on its revenue generating business and the transactions such as
receipt of money from debtors or payment of money to creditors, subsequent to such cessation will not
form part of revenue generating business.]
(2) A notice issued under sub-rule (1) or contents of an application made by the LLP shall also be
placed on the website of the Ministry of Corporate Affairs for the information of the general public for a
period of one month.
(3) At the expiry of the time mentioned in the notice under sub-rule (1), or one month under sub-rule
(2) above, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability
partnership, or the Registrar is satisfied that the name should not be struck off from the register, strike
its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication
in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

(4) The Registrar, before passing an order under sub-rule (3), shall, where he has sufficient cause to
believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient
provision has been made for the realisation of all amount due to the limited liability partnership and for

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the payment or discharge of its liabilities and obligations by the limited liability partnership within a
reasonable time and, if necessary, obtain necessary undertakings from the designated partner or
partner or other persons in charge of the management of the limited liability partnership:
Provided that notwithstanding the undertakings referred to in this sub-rule, the assets of the limited
liability partnership shall be made available for the payment or discharge of all its liabilities and
obligations even after the date of the order removing the name of the limited liability partnership from
the register.
(5) The liability, if any, of every designated partner of the limited liability partnership dissolved under
sub-rule (3), shall continue and may be enforced as if the limited liability partnership had not been
dissolved.
(6) Nothing in this rule shall affect the power of the Tribunal to wind up a limited liability
partnership the name of which has been struck off the register.
Explanation.- In computing the period of 30 days from the date of order, the requisite time for obtaining
a certified copy of order shall be excluded.
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[37A. Adjudication of penalties. – (1) The
Central Government may appoint any of its officers, not below the rank of Registrar, as adjudicating
officers for adjudging penalty under the provisions of the Act.
(2) Before adjudging penalty, the adjudicating officer shall issue a written notice, to the limited liability
partnership, partner or designated partner of a limited liability partnership or any other person who has
committed non-compliance or made default under the Act, as the case may be, to show cause, within
such period as may be specified in the notice (not being less than fifteen days and not more than thirty
days from the date of service thereon), why the penalty should not be imposed on it or him.
(3) Every notice issued under sub-rule (2), shall clearly indicate the nature of non-compliance or
default under the Act alleged to have been committed or made by such limited liability partnership, its
partner or its designated partner, or any other person, as the case may be and also draw attention to
the relevant penal provisions of the Act and the maximum penalty which can be imposed on such
limited liability partnership, its partners or designated partners or any other person, as the case may
be.
(4) The reply to such notice shall be filed in electronic mode only within the period as specified in the
notice:
Provided that the adjudicating officer may, for reasons to be recorded in writing, extend the period
referred to above by a further period not exceeding fifteen days, if the limited liability partnership or its
partners or designated partners or any other person, as the case may be, satisfies the adjudicating
officer that it or he has sufficient cause for not responding to the notice within the stipulated period or
the adjudicating officer has reason to believe that the limited liability partnership or its partners or
designated partners or any other person has received a shorter notice and did not have reasonable
time to give reply.
(5) If, after considering the reply submitted by such limited liability partnership or its partners or
designated partners, or any other person, as the case may be, the adjudicating officer is of the opinion
that physical appearance is required, he shall issue a notice, within a period of ten working days from
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the date of receipt of reply fixing a date for the appearance of such limited liability partnership, through
its authorised representative, or partners or designated partners, or any other person, whether
personally or through his authorised representative:
Provided that if any person, to whom a notice is issued under sub-rule (2), desires to make an oral
representation, whether personally or through his authorised representative and has indicated the
same while submitting his reply in electronic mode, the adjudicating officer shall allow such person to
make such representation after fixing a date of appearance.
(6) On the date fixed for hearing and after giving a reasonable opportunity of being heard to the
person concerned, the adjudicating officer may, subject to reasons to be recorded in writing, pass any
order in writing as he thinks fit including
an order for adjournment:

Provided that after the hearing, the adjudicating officer may require the concerned person to submit
his reply in writing on certain other issues related to the notice under sub-rule (2), relevant for
determination of the default.
(7) The adjudicating officer shall pass an order -
(a) within thirty days of the expiry of the period specified in sub-rule (2), or of such extended
period as referred therein, where physical appearance was not required under sub-rule (5);
(b) within ninety days of the date of issue of notice under rule (2), where any person appeared
before the adjudicating officer under sub-rule (5):
Provided that in case an order is passed after the aforementioned duration, the reasons of the delay
shall be recorded by the adjudicating officer and no such order shall be invalid merely because of its
passing after the expiry of such thirty days or ninety days as the case may be.
(8) Every order of the adjudicating officer shall be duly dated and signed by him and shall clearly state
the reasons for requiring the physical appearance under sub-rule (5).
(9) The adjudicating officer shall send a copy of the order passed by him to the concerned limited
liability partnership, its partner or designated partner or any other person or all of them and to the
Regional Director and a copy of the order shall also be uploaded on the website.
(10) For the purposes of this rule, the adjudicating officer shall exercise the following powers, namely:
-
(a) to summon and enforce the attendance of any person acquainted with the facts and
circumstances of the case after recording reasons in writing.
(b) to order for evidence or to produce any document, which in the opinion of the adjudicating
officer, may be useful for or relevant to the subject matter of the inquiry.
(11) If any person fails to reply or neglects or refuses to appear as required under sub-rule (5) or sub-
rule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the
penalty, in the absence of such person after recording the reasons for doing so.
(12) Penalty shall be paid through Ministry of Corporate Affairs portal only.

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(13) All sums realised by way of penalties under the Act shall be credited to the Consolidated Fund of
India.
Explanation 1. – (a) For the purposes of this rule, the term ―specified manner‖ shall mean service of
documents as specified under sub-section (2) of section 13 and rules made thereunder and details in
respect of address (including electronic mail ID) provided in the documents filed in the registry shall be
used for communication under this rule.
(b) Service of documents on a limited liability partnership or its partners or designated partners or any
other person shall include speed post or courier service or in any other manner through electronic
transmission, at the registered office and any other address specifically declared by the limited liability
partnership for the purpose in such form under sub-rule (3) of rule 16.
(c) In case of delivery by post, such service shall be deemed to have been effected at the time at
which the document would be delivered in the ordinary course of post.
Explanation 2. – For the purposes of this rule, it is hereby clarified that the requirement of submission
of replies in electronic mode shall become mandatory after the creation of the e-adjudication platform.]
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[37B. Appeal against order of adjudicating
officer. – (1) Every appeal against the order of the adjudicating officer shall be filed in writing with the
Regional Director having jurisdiction in the matter within a period of sixty days from the date on which
the copy of the order made by the adjudicating officer is received by the aggrieved party in Form No
33 - LLP ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of the
order against which the appeal is sought:
Provided that the Regional Director may entertain an appeal after the expiry of the said period of sixty
days, but within a further period of not exceeding thirty days, if it is satisfied that the appellant was
prevented by sufficient cause from filing the appeal within the period so specified:
Provided further that where the party is represented by an authorised representative, a copy of such
authorisation in favour of the representative and the written consent thereto by such authorised
representative shall also be appended to the appeal:
Provided also that an appeal in Form No 33 - LLP ADJ shall not seek reliefs therein against more than
one order unless the reliefs prayed for are consequential.
(2) Every appeal filed under this rule shall be accompanied by a fee of one thousand rupees for Small
LLPs and two thousand and five hundred rupees for other than Small LLPs.]
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[37C. Registration of appeal. – (1) On the
receipt of an appeal, office of the Regional Director shall endorse the date on such appeal and shall
sign such endorsement.
(2) If, on scrutiny, the appeal is found to be in order, it shall be duly registered and given a serial
number:
Provided that where the appeal is found to be defective, the Regional Director may allow the appellant
such time, not being less than fourteen days following the date of receipt of intimation by the appellant
from the Regional Director about the nature of the defects, to rectify the defects and if the appellant
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fails to rectify such defects within the time period allowed as above, the Regional Director may by
order and for reasons to be recorded in writing, decline to register such appeal and communicate such
refusal to the appellant within a period of seven days thereof:
Provided further that the Regional Director may, for reasons to be recorded in writing, extend the
period referred to in the first proviso above by a further period of fourteen days if an appellant satisfies
the Regional Director that the appellant had sufficient cause for not rectifying the defects within the
period of fourteen days referred to in the first proviso.]
((Inserted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No. G.S.R.
109(E) dated 11th February, 2022, w.e.f. 01.04.2022.))[37D. Disposal of appeal by Regional
Director. – (1) On the admission of the appeal, the Regional Director shall serve a copy of appeal
upon the adjudicating officer against whose order the appeal is sought along with a notice requiring
such adjudicating officer to file his reply thereto within such period, not exceeding twenty-one days, as
may be stipulated by the Regional Director in the said notice:
Provided that the Regional Director may, for reasons to be recorded in writing, extend the period
referred to in sub-rule (1) above for a further period of twenty-one days, if the adjudicating officer
satisfies the Regional Director that he had sufficient cause for not being able to file his reply to the
appeal within the above-said period of twenty-one days.
(2) A copy of every reply, application or written representation filed by the adjudicating officer before
the Regional Director shall be forthwith served on the appellant by the adjudicating officer.
(3) The Regional Director shall notify the parties, the date of hearing of the appeal which shall not be a
date earlier than thirty days following the date of such notification for hearing of the appeal.
(4) On the date fixed for hearing the Regional Director may, subject to the reasons to be recorded in
writing, pass any order as he thinks fit including an order for adjournment of the hearing to a future
date.
(5) In case the appellant or the adjudicating officer does not appear on the date fixed for hearing, the
Regional Director may dispose of the appeal ex-parte:
Provided that where the appellant appears afterwards and satisfies the Regional Director that there
was sufficient cause for his non-appearance, the Regional Director may make an order setting aside
the ex-parte order and restore the appeal.
(6) Every order passed under this rule shall be dated and duly signed by the Regional Director.
(7) A certified copy of every order passed by the Regional Director shall be communicated to the
adjudicating officer and to the appellant forthwith and to the Central Government.]

Chapter-XV Conversion from Firm to Limited Liability Partnership

38. (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.

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(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.

Chapter-XVI Conversion from Private Company to Limited Liability Partnership

39. (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) ((Omitted by the Limited Liability Partnership (Amendment) Rules, 2015 vide Notification No.
G.S.R. 786(E) dated 15th October, 2015, w.e.f. 19.10.2015, the sub-rule:
"(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.".))[***]

Chapter-XVII Conversion from Unlisted Public Company to Limited Liability

Partnership
40. (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) ((Omitted by the Limited Liability Partnership (Amendment) Rules, 2015 vide Notification No.
G.S.R. 786(E) dated 15th October, 2015, w.e.f. 19.10.2015, the sub-rule:
"(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.".))[***]

Chapter-XVIII Compounding of Offences

41. (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 Form 22 within seven
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days from the date on which the offence is so compounded.

(5) The Central Government while dealing with an application for the compounding of the offence for a
default in compliance with any provision of the Act which requires a LLP or its partner or partners or
designated partner or designated partners to file or register with, or send to, the Registrar any return,
statement of account and solvency or other document, may, if it thinks fit to do so, direct, before
allowing compounding under this rule, by order, any partner or designated partner of the LLP to file or
register with, or on payment of the fee, and the additional fee, required to be paid under section 69.
such return, statement of account and solvency or other document within such time as may be
specified in the order.

Annexure ‘A’
((Substituted by the Limited Liability Partnership (Amendment) Rules, 2022 vide Notification No.
G.S.R. 109(E) dated 11th February, 2022, w.e.f. 01.04.2022, for the Annexure-A:
"1. For registration of Limited Liability Partnership including conversion of a firm or a private company
or an unlisted public company into Limited Liability Partnership :-

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh Rs. 500/-
(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not
Rs. 2000/-
exceed Rs. 5 lakhs
(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not
Rs. 4000/-
exceed Rs. 10 lakhs

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakh Rs. 5000/-

2. The difference between the fees payable on the increased slab of contribution and the fees paid on
the preceding slab of contribution shall be paid through Form 3.
3. For filing, registering or recording any document, form, statement, notice, Statement of Accounts
and Solvency, annual return and an application alongwith the Statement for conversion of a firm or a
private company or an unlisted public company into LLP by this Act or by these rules required or
authorized to be filed, registered or recorded :

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh Rs. 50/-

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not
Rs. 100/-
exceed Rs. 5 lakhs
(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not
Rs. 150/-
exceed Rs. 10 lakhs

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakh Rs. 200/-

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*[3A. For filing, registering or recording notice of appointment, cessation, change in

name, address, designation of a partner or designated partner, intimation of Designated
Rs. 50]
Partner Identification Number and consent to become a partner or designated partner in
Form 4.
4. Fee for any application other than application for conversion of a firm or a private company or an
unlisted public company into LLP shall be as under :-

(a) An application for reservation of name u/s 16 Rs. 200/-

(b) An application for direction to change the name u/s 18 Rs. 10,000/-

(c) Application for reservation of name under Rule 18(3) #[Rs. 5000/-]

(d) Application for renewal of name under rule 18(3) Rs. 5,000/-

(e) Application for obtaining DPIN under rule 10(5) Rs. 100/-

$[(f) An application for striking off name of defunct Limited Liability Partnership under
Rs. 500/-]
rule 37
5. Fee for inspection of documents or for obtaining certified copy thereof shall be as under :-

(a) For inspection of documents of an LLP under section 36 Rs. 50/-

Rs. 5/- per
page or
(b) For Copy or extract of any document under section 36 to be certified by Registrar
fractional part
thereof
6. Fee for filing any form or a Statement of Account and Solvency or a notice or a document by foreign
limited liability partnership

(a) For filing a document under rule 34(1) Rs. 5000/-

(b) Any other form or Statement of Account and Solvency or notice or document Rs.1000/-

Reference:
*Inserted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No.
G.S.R. 430(E) dated 5th June, 2012, w.e.f. 11.06.2012.
#Substituted by the Limited Liability Partnership (Amendment) Rules, 2010 vide Notification No.
G.S.R. 24(E) dated 11th January, 2010 w.e.f. 15.01.2010, for the "Rs. 10,000/-"
$Inserted by the Limited Liability Partnership (Amendment) Rules, 2012 vide Notification No.
G.S.R. 430(E) dated 5th June, 2012, w.e.f. 11.06.2012.))[1. For registration of Limited Liability
Partnership including conversion of a firm or a private company or an unlisted public company
into Limited Liability Partnership:-
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(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh Rs. 500

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not
Rs. 2000
exceed Rs. 5 lakhs

(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not
Rs. 4000
exceed Rs. 10 lakhs

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not
Rs. 5000
exceed Rs. 25 lakhs

(e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not
Rs. 10,000
exceed Rs. 1 Crore

(f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore Rs. 25,000

2. The difference between the fees payable on the increased slab of contribution and the fees paid on
the preceding slab of contribution shall be paid through Form 3.

3. For Filing, registering, or recording any document, form, statement, notice, Statement of Accounts
and Solvency, annual return and an application alongwith the Statement for conversion of a firm or a
private company or an unlisted public company into LLP by the Act or by these rules required or
authorised to be filed, registered or recorded:

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh Rs. 50

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not
Rs. 100
exceed Rs. 5 lakhs

(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not
Rs. 150
exceed Rs. 10 lakhs

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not
Rs. 200
exceed Rs. 25 lakhs

(e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not
Rs. 400
exceed Rs. 1 Crore

(f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore Rs. 600

4. Fee for filing, registering, or recording notice of appointment, cessation, change in name, address,
designation of a partner or designated partner, intimation of Designated Partner Identification Number
and consent to become a partner or designated partner in LLP Form No. 4:

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For Small LLPs Rs. 50

For Other than Small LLPs Rs. 150
5. (1) Fee for any application other than application for conversion of a firm or a private company or an
unlisted public company into LLP shall be as under :-

Sl. Small LLPs (in Other than Small

Application
No. rupees) LLPs (in rupees)

(a) For reservation of name under section 16 of the Act Rs. 200 Rs. 200

For direction to change the name under section 17 of

(b) Rs. 5,000 Rs. 5,000
the Act

For striking off name of defunct Limited Liability

(c) Rs. 500 Rs 1,000
Partnership under rule 37

(2) Fee for an application under rule 18 (3):

(a) Application for reservation of name under Rule 18(3) Rs.10,000

(b) Application for renewal of name under Rule 18(3) Rs. 5,000
6. Fee for inspection of documents or for obtaining certified copy thereof shall be as under :-

(a) For inspection of documents of an LLP under section 36 Rs. 50

Rs. 5/- per page or
(b) For copy or extract of any document under section 36 to be certified by
fractional part
Registrar
thereof
7. Fee for filing any form or a Statement of Account and Solvency or a notice or a document by foreign
limited liability partnership

(a) For filing a document under rule 34(1) Rs. 5,000

(b) Any other form or Statement of Account and Solvency or notice or document Rs. 1,000
8. Following Table of additional fee shall be applicable for delay in filing of forms.

Sl. No. Period of delays Small LLPs Other than Small LLPs

(a) Upto 15 days One time One time

More than 15 days and upto 30 2 times of normal filing 4 times of normal filing
(b)
days fees fees
More than 30 days and upto 60 2 times of normal filing 8 times of normal filing
(c)
days fees fees
More than 60 days and upto 90 6 times of normal filing 12 times of normal filing
(d)
days fees fees
(e) More than 90 days and upto 180 10 times of normal filing 20 times of normal filing

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days fees fees

More than 180 days and upto 360 15 times of normal filing 30 times of normal filing
(f)
days fees fees
25 times of normal filing
fees for forms other than 50 times of normal filing fees
Form 8 and Form 11. for forms other than Form 8
For Form 8 and Form and Form 11. For Form 8
(g) Beyond 360 days 11, 15 times normal filing and Form 11, 30 times
fees plus Rs. 10 per day normal filing fees plus Rs.
for every day delay 20 per day for every day
beyond delay beyond 360 days.]
360 days

'Annexure ‘B’

Period of
No.(1) Name of Document (2) Preservation
(3)

1. Incorporation document [section 11(1)(b)] Permanent

2. Notice of situation of registered office [section 13] Permanent

Information with regard to Limited Liability Partnership Agreement or any

3. Permanent
changes made therein [section 23(2)]

Notice of other address of any limited liability partnership at which

4. Permanent
documents to be served [section 13(2)]

Annexure ‘C’

Period of
No.
Name of Document (2) Preservation
(1)
(3)
Statement of compliance with requirements of the Act by an Advocate or
Company Secretary or Chartered Accountant or Cost Accountant in whole time 5 years
1.
practice and by any person who subscribed his name to the incorporation
document [section 11(1)(c)]
Notice of a person ceasing to be a partner and any change in the name or
2. 5 years
address of a partner

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Registered documents relating to LLP struck off under section 75 together with
3. 5 years
correspondence or copy of the order of restoration of the LLP into the register

4. Annual return of a limited liability partnership 5 years

Consent of candidates to act as designated partner to be filed with

5. 5 years
the Registrar [section 7(4)]

6. Consent to act as a partner 5 years

Statement by all the partners of firm containing particulars of firm along with
7. 5 years
application for its conversion into limited liability partnership
Statement by all the shareholders containing particulars of private
8. company/unlisted public company along with application for its conversion into 5 years
limited liability partnership

9. Certified copy of the order(s) of the Tribunal under section 60/61/62. 5 years

10. Copy of the order of dissolution of a LLP by Tribunal [section 63] 5 years

11. Statement of Account and Solvency 8 years

Annexure ‘D’
Particulars Of Documents Relating To Limited Liability Partnership
Part I

Date on which
Name of limited Act under which Description of
finally destroyed Date and mode of
liability registered documents with
or wound up or destruction
partnership dissolved remarks
struck off
(1) (2) (3) (4) (5)
Particulars Of Documents Other Than Those Specified In Part I
Part II

Date and mode of

No. of the file of Subject to which the Description of
destruction with
documents destroyed document refers documents destroyed
remarks
(1) (2) (3) (4)
Disclaimer: While every effort is made to avoid any mistake or omission, this document including case-summary/brief about
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and understanding that the publisher would not be liable in any manner by reason of any mistake or omission or for any action
taken or omitted to be taken or advice rendered or accepted on the basis of this document. The authenticity of this text must
be verified from the original source.

01.12.23

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