ministry of corporate affairs

On 27-10-2023, the Ministry of Corporate Affairs notified the Limited Liability Partnership (Third Amendment) Rules, 2023 to amend the Limited Liability Partnership Rules, 2009. The provisions came into force on 27-10-2023.

Key Points:

  1. Rule 22-A has been inserted relating to “Register of Partners”.

    • Every Limited Liability Partnership (‘LLP’), from the date of its incorporation, has to maintain a register of partners in Form 4A.

    • In the case where LLP exists on 27-10-2023, it will have to maintain the register within 30 days from commencement of these rules.

    • The register should contain the following particulars:

      • Name of the partner, Address, Permanent Account Number/ Corporate Identification Number; Unique Identification Number; Father or mother or spouse’s name; Occupation; Status; Nationality; Name and address of nominee.

      • Date of becoming partner;

      • Date of cessation;

      • Amount and nature of contribution with monetary value.

    • In case of change of name and details of partner, change in contribution amount or cessation of partnership interest, entries should be made within 7 days of such change.

  2. Rule 22-B has been inserted relating to “Declaration in respect of beneficial interest in any contribution”.

    • In case where a person’s name is entered in the register, but he does not hold any beneficial interest in contribution, then he has to file a Declaration in Form 4-B, within 30 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.

    • In case of any change in the beneficial interest in contribution, the beneficial partner will have to make a declaration on Form 4C, within 30 days of the date of such change.

    • In case where, beneficial interest of registered partner is limited to the contribution stated against his name, but he does not hold beneficial interest in contribution against any other registered partner, then, he will not be required to file such declaration.

    • The LLP should record any declaration in the register of partners within 30 days from the date of receipt of the declaration.

  3. The following Forms have been revised:

    • Form 4 relating to “Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/designated partner/declaration of designated partner with respect to beneficial interest”.

    • Form 4-A relating to “Register of Partners”.

    • Form 4-B relating to “Declaration by the Registered Partner who does not hold the beneficial interest in the Contribution”.

    • Form 4-C relating to “Declaration by the Partner who holds or acquires beneficial interest in the Contribution but whose name is not entered in the Register of Partners”.

    • Form 4-D relating to “Return to the Registrar in respect of declaration of beneficial interest in contribution received by the LLP”.

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