MCA has notified Limited Liability Partnership (Second Amendment) Rules, 2022

As part of MCA’s V3 initiative, the Ministry of Corporate Affairs (MCA) has notified Limited Liability Partnership (Second Amendment) Rules, 2022. According to the amended rules, an LLP under the incorporation process is eligible to make an application for allotment of 5 (Five) individual DPINs instead of 2 (Two) in form FiLLiP. In line with the incorporation of companies, now the Certificate of Incorporation of LLP shall be issued by the Registrar in Form 16 and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department.

Further, in cases where Corporate Insolvency Resolution Process has been initiated against an LLP then the Statement of Account and Solvency may be signed by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator and in case any LLP is having turnover up to five crore rupees during the corresponding financial year or contribution up to fifty lakh rupees has come under liquidation under the said Code, 2016, the annual return may be signed on behalf of the 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. Through this amendment, Form 29 is merged into Form 28 and accordingly, now Form 28 can be filed for the following purposes:

1. Alteration in the certificate of incorporation or registration;
2. Alteration in names and addresses of any of the persons authorized to accept service on behalf of a foreign limited liability partnership (FLLP);
3. Alteration in the principal place of business in India of FLLP; and
4. Cessation to have a place of business in India.

Apart from the above, all e-form (eg. RUN LLP; FiLLiP; Form 3; Form 4; Form 5; Form 8; Form 9; Form 11; Form 12; Form 15; Form 16; Form 17; Form 18; Form 22; Form 23; Form 24; Form 25; Form 27; Form 28; Form 31 and Form 32) applicable to LLPs are now become web-based forms.

HIGHLIGHTS OF THE AMENDED RULES ARE AS FOLLOWS:

1. There can be 5 (Five) Designated partners (without having DIN) at the time of Incorporation, earlier 2 (Two) were allowed.
2. LLP Formation Process became web-based Just like the SPICE Forms for Company formation.
3. Directors' Details can be fetched from Digi Locker Database.
4. PAN and TAN of LLP will be available along with LLP Incorporation similar to the company.
5. All E-Forms applicable to LLP now become web-based forms.
6. Each and every change in LLP Deed will have to be marked in Form 3 with precise information.
7. Web-Based Form 9 (Consent of Partners) is implemented. Resultantly, all Designated Partner’s Digital Signatures will be required. Earlier DSC of only 1 Designated Partner was required.
8. Form 12 has been notified to report the place of Maintenance of Accounts other than Registered Office.
9. In form 11 (Annual Return of the LLP), all Penalties and Compounding of offenses are required to be reported.

The complete text  may be viewed at the below link:

MCA has notified Limited Liability Partnership (Second Amendment) Rules, 2022 to further amend the existing Limited Liability Partnership Rules, 2009, which shall come into force on the date of its publication in the Official Gazette i.e. 04-03-2022

Last updated: 23/03/2022

Article contributed by:

Anil Kumar Sah

MBG Corporate Services