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Limited Liability Partnership (Amendment) Rules, 2022

Limited Liability Partnership (Amendment) Rules, 2022

Ministry of Corporate Affairs (MCA) has notified the Limited Liability Partnership (Amendment) Rules, 2022 vide a Notification dated 11th February 2022 by amending the Limited Liability Partnership Rules, 2009. The LLP (Amendment) Rules, 2022 will take effect on 1^st April 2022.

New rules are added concerning Allotment of a new name to existing LLP under Section 17 (3), Adjudication of penalties, and Appeal against order of adjudicating officer, Registration of appeal, and Disposal of appeal by Regional Director. Further, also two new forms Form 16A & Form 33 CG, and the revised fee norms for LLP were notified.

Know more about the Process for Changing LLP Name

Synopsis of LLP (Amendment) Rules, 2022

The Limited Liability Partnership (Amendment) Rules, 2022 has amended Rule 5 (Fees), 18, and 19. This new rule further inserted the following rules.

• Rule 19A – Allotment of the new name to existing LLP under sub-section (3) of section 17
• Rule 37A – Adjudication of penalties
• Rule 37B – Appeal against order of adjudicating officer
• Rule 37C -Registration of appeal
• Rule 37D – Disposal of appeal by Regional Director

MCA also notified the following forms through the Limited Liability Partnership (Amendment) Rules, 2022:

• New Forms- FORM NO. 16A – Certificate of Incorporation under change of name due to Order of Regional Director not being complied
• FORM NO. 33 – LLP ADJ – Memorandum of Appeal

Amendment in Rule 19 (1) of LLP Rules, 2009

Limited Liability Partnership (Amendment) Rules, 2022 amended Rule 19 and substituted sub-rule (1).
The amendment is brought under rule 19(1) states that a limited liability partnership or a company or a proprietor of a registered trademark under the Trade Marks Act, 1999 (47 of 1999) already has a name or trademark 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.

An application of the proprietor of the registered trademark shall be maintainable within 3 years from the date of incorporation or registration or change of name of limited liability partnership under the Act.

Click here to know more about the LLP Registration Requirements

Allotment of Name to Existing LLP – Rule 19A

As mentioned above, the MCA has introduced the new rule 19A which provides for the allotment of the new name for the existing LLP under Section 17(3) of the LLP Act, 2008.

If  an LLP does not change its name as per the directions issued under Section 17(1) of the LLP Act within 3 months, the new name of the LLP will be the combination of the below:

• Letters ‘ORDNC’ (Order of Regional Director Not Complied)
• Year of passing direction
• Serial number
• Existing LLPIN

Certificate of LLP incorporation – New Form 16A

The Registrar of Companies will furnish the new name in the register of LLP and issue a new certificate of LLP incorporation in new Form 16A.

The New Form 16A and Form 33 – LLP ADJ is attached here for reference:

 

The LLPs whose name has been changed by the Registrar of Companies should comply with Section 21 of the LLP Act and mention the statement ‘Order of Regional Director Not Complied (under section 17 of the LLP Act, 2008)’ below its name on its official correspondence, invoices, and publications.

Note: If the LLP subsequently changes its name according to Section 19 of the LLP Act, there is no requirement to mention such a statement.

Adjudication of  LLP Penalties

Rule 37A – Adjudication of penalties

The new rule 37A provides for the adjudication of LLP penalties. The Central Government can appoint any officer not below the rank of Registrar as adjudicating officers for adjudicating penalty under the LLP Act.

The adjudicating officer can pass an order of penalty against an LLP after sending notice and hearing the concerned person of the LLP. The adjudicating officer will send the order copy to the partner/designated partner of the LLP and the regional director. The LLP must pay the penalty only through the MCA portal

Rule 37B – Appeal against order of adjudicating officer

The LLP can file an appeal within 60 days of passing the order by the adjudicating officer in form 33 – LLP ADJ setting forth the appeal grounds.

Rule 37C -Registration of appeal

The regional director’s office will register the appeal and give a serial number when it is in order. The regional director will notify the adjudicating director against whose order an appeal is filed.

Rule 37D – Disposal of appeal by Regional Director

The regional director will hear the parties to the appeal and pass an order in writing. The order passed by the regional director will be communicated to the adjudicating officer, the appellant (LLP that files the appeal), and the Central Government.

Revised Fee norms for LLP

Revised the fee norms for LLP are also notified through Limited Liability Partnership (Amendment) Rules, 2022  by substituting the existing Annexure A.

Applicable Fee for LLP Registration

The applicable fee for the registration of Limited Liability Partnership including conversion of a firm or a private company or an unlisted public company into Limited Liability Partnership is notified via (Amendment) Rules, 2022

Sl.No	LLP Contribution	Applicable Fee
1	Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh	Rs. 500
2	Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs	Rs. 2,000
3	Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs	Rs. 4,000
4	Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs	Rs. 5,000
5	Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore	Rs.10,000
6	Limited Liability Partnership whose contribution exceeds Rs. 1 Crore	Rs. 25,000

Applicable fee For Filing LLP Forms

Applicable fee For Filing, registering, or recording any document, form, statement, notice, Statement of Accounts and Solvency, annual return, and an application along with 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 authorized to be filed, registered or recorded:

Sl.No	LLP Contribution	Applicable Fee
1	Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh	Rs. 50
2	Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs	Rs. 100
3	Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs	Rs. 150
4	Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs	Rs. 200
5	Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore	Rs. 400
6	Limited Liability Partnership whose contribution exceeds Rs. 1 Crore	Rs. 600

Fee for the recording of appointment of a partner

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

Sl.No	LLP Type	Applicable Fee
1	For Small LLPs	Rs. 50
2	For Other than Small LLPs	Rs. 150

Fee for Conversion of Firm into LLP

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.No	Application	Small LLPs (in rupees)	Other than Small LLPs (in rupees)
1	For reservation of name under section 16 of the Act	Rs. 200	Rs. 200
2	For direction to change the name under section 17 of the Act	Rs. 5000	Rs. 5000
3	For striking off the name of defunct Limited Liability Partnership under rule 37	Rs. 500	Rs. 500

Fee for an application under rule 18 (3)

Sl.No	Application  Type	Applicable Fee
1	Application for reservation of name under Rule 18(3)	Rs.10,000
2	Application for renewal of name under Rule 18(3)	Rs. 5000

Fee for inspection of documents or for obtaining a certified copy

Sl.No	Application  Type	Applicable Fee
1	For inspection of documents of an LLP under section 36	Rs. 50
2	For copy or extract of any document under section 36 to be certified by Registrar	Rs. 5/- per page or fractional part thereof

Fee for filing any form by foreign limited liability partnership

Fee for filing any form or a Statement of Account and Solvency or a notice or a document by foreign limited liability partnership

Sl.No	Application  Type	Applicable Fee
1	For filing a document under rule 34(1)	Rs. 5,000
2	Any other form or Statement of Account and Solvency or notice or document	Rs. 1,000

Additional fee applicable for delay in filing of LLP forms

Sl.No	Period of delays	Small LLPs	Other than Small LLPs
1	Upto 15 days	One Time	One time
2	More than 15 days and Upto 30 days	2 times of normal filing fees	4 times of normal filing fees
3	More than 30 days and Upto 60 days	4 times of normal filing fees	8 times of normal filing fees
4	More than 60 days and Upto 90 days	6 times of normal filing fees	12 times of normal filing fees
5	More than 90 days and upto 180 day	10 times of normal filing fees	20 times of normal filing fees
6	More than 180 days and upto 360 days	15 times of normal filing fees	30 times of normal filing fees
	Beyond 360 days	25 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 15 times normal filing fees plus Rs. 10 per day for everyday delay beyond 360 days	50 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 30 times normal filing fees plus Rs. 20 per day for everyday delay beyond 360 days.

Click here to get the official notification pertaining to the Limited Liability Partnership (Amendment) Rules, 2022