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LLPGovernance

Limited Liability Partnership Act (LLP)

Documents Required

Incorporation of LLP

Annual Compliances

Closure Compliances

Other Compliances

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Section 01
Annual Compliances
Annual Return
E-Form 11

Every Limited Liability Partnership (LLP) is required to file an Annual return duly authenticated with the Registrar of Companies every year in E-Form 11 along with the prescribed fees.

Time Period
Within 60 Days of the closure of the Financial Year
Late Filing Fee
₹ 100/- per day after due date till default continues
Fine on LLP
Minimum₹ 25,000/-
Maximum₹ 5 Lacs
Fine on Designated Partner
Minimum₹ 10,000/-
Maximum₹ 1 Lac
Statement of Account and Solvency
E-Form 8

Every Limited Liability Partnership (LLP) is required to prepare a Statement of Accounts & Solvency of the Company and file the same with the Registrar of Companies every year in E-Form 8 along with the prescribed fees.

Time Period
Within 6 Months from the end of each Financial Year
Late Filing Fee
₹ 100/- per day after due date till date of default
Fine on LLP
Minimum₹ 25,000/-
Maximum₹ 5 Lacs
Fine on Designated Partner
Minimum₹ 10,000/-
Maximum₹ 1 Lac
Minutes Book Keeping

Every company is required to make the minutes of the proceeding of the meeting and is required to maintain a minutes books containing the minutes of the meeting of Partners at the Registered Office of the LLP.

Duration: Minutes Books are required to be maintained throughout the year for the lifetime of the LLP
Specific penalties for each type of contravention as defined under the Act

Non-compliance with minute-book requirements can attract penalties as specified under the LLP Act, 2008.

Section 02
Closure Compliances
Fast Track Exit (FTE)

Closure via Fast Track Exit — LLP Act, 2008 r/w Rule 37

The quickest way to close the non-operational LLP is through a process called Fast Track Exit (FTE) under LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009.

Applicability

Where a Limited Liability Partnership is not carrying on any business or operation:

  • For a period of 1 year or more and all the partners have agreed to get the name of the LLP strike-off from the Register of the Registrar of Companies, and
  • Have filled all the overdue return 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 for the strike off of the LLP.
Procedure
Application filed in E-Form 24 with Registrar + prescribed fees

An application in E-Form 24 shall be filed with the Registrar along with the prescribed fees and the following documents:

  • 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
  • An affidavit signed by the designated partners, either jointly or severally — as detailed below
Affidavit Contents (designated partners, jointly or severally)
  • 1
    That the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from the specified date
  • 2
    That the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register
  • 3
    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
  • 4
    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
  • A copy of the acknowledgement of the latest Income-tax return filed under the Income-tax Act, 1961 (where the LLP has carried out any business and has filed such return)
  • Copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof in cases where the LLP has not commenced business or commercial operations since its incorporation
Step 1 — Filing

Application filed with the Registrar in E-Form 24 with all required documents and prescribed fees.

Step 2 — Public Notice

If satisfied, the Registrar issues a public notice in the official gazette inviting any objection within a period of 30 days.

Step 3 — Strike Off & Dissolution

If no objections are filed within the prescribed period, the ROC proceeds to strike off the name of the LLP from its Register and the LLP shall stand dissolved.

Section 03
Other Compliances

Any Limited Liability Partnership (LLP) as and when feels the need that a change is required in certain basic requirements of the LLP, the same has to be incorporated in the LLP Agreement and said change becomes effective from the date of amendment in the LLP Agreement. As and when there is a change in the LLP Agreement, the said change needs to be intimated to the Registrar of Companies, Ministry of Corporate Affairs, by filing the prescribed E-Forms.

Partnership Changes
Change in the Partnership

Admission of New Partners or Resignation of Old Partners needs to be intimated to the concerned Registrar of Companies in E-Form 4 within a period of 30 Days from the date of change. The Amended LLP Agreement is also filed with the ROC in E-Form 3 along with the prescribed fees.

E-Form 4 & E-Form 3 · 30 Days
Identity Change
Name Change of LLP

Every LLP wishing to change its name must get approval from the Registrar of Companies before doing so — only after receipt of a new Certificate of Incorporation. Application in E-Form 5 shall be filed within 30 Days. The Amended LLP Agreement is filed with the ROC in E-Form 3 within 30 Days.

E-Form 5 & E-Form 3 · 30 Days
Operations
Change in Business Activity

Every LLP wishing to change its business activities must get approval from the Registrar of Companies before changing the same. The Amended LLP Agreement is filed with the ROC in E-Form 3 along with the prescribed fees within a period of 30 Days from the date of change.

E-Form 3 · 30 Days
Office
Shifting of Registered Office

Every LLP wishing to change its Registered Office within the same city, town or village is required to intimate the Registrar of Companies in E-Form 15 within 30 Days from the date of change and also required to file E-Form 3 for submitting the Amended LLP Agreement within that period.

E-Form 15 & E-Form 3 · 30 Days
Capital
Change in Capital Contribution

Every LLP wishing to introduce more capital in the LLP is required to amend the LLP Agreement and the same will be filed with the ROC in E-Form 3 along with the prescribed fees within a period of 30 Days from the date of change.

E-Form 3 · 30 Days
General
Any Other Changes

Any other change in the LLP Agreement done from time to time is required to be intimated to the ROC in E-Form 3 with the prescribed fees and within a period of 30 Days from the date of change.

E-Form 3 · 30 Days