Corporate laws
An Overview of Compliances under LLP Act, 2008
Contributed By: Nikita Pathak Email id: nikita@simplybiz.in Limited Liability Partnership (LLP) refers to partnership wherein the liability of partners is limited. LLP is combination of both Partnership as well as Company. In a Partnership, main drawbacks are limit on number of partners, unlimited liability and uncertainty and in case of company, compliances of various provisions of the Companies Act, 2013 (Act), filing various forms and taking approvals from board of directors and shareholders time to time acted as hindrance in formation of the Company. Hence hybrid form of business organisation was required to enable ease of business operations in India. LLP is recognized as a business organization by Limited Liability Partnership Act, 2008 (LLP Act) and Limited Liability Partnership rules, 2009 amended from time to time, administered by the Registrar of Companies in India. This article talks about the process to file LLP Forms in MCA V3 Portal, forms to be filed under the LLP Act and the fee norms.
Process to file LLP Forms in MCA V3 portal
LLP Services had been discontinued from 8th March 2022 on V2 portal of Ministry of Corporate affairs (MCA) and have been migrated to V3 portal, Now LLP must be registered as
- Registered User to file Run LLP and FiLLiP.
- Subsequently as Business user to have complete access and to file other forms with the Ministry.
Compliances under LLP Act 2008
| Sl.No | Form | Purpose of the form | Due date |
A. Compliances for incorporation of LLP |
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| 1 | Run LLP | Reservation of name for LLP for incorporation or convert a firm/ private company/ unlisted public company into LLP or change name of LLP | Name reserved shall be valid for 3months from date of approval |
| 2 | FiLLiP | It is filed for incorporation of LLP. Once filed and approved, LLP is registered, PAN/TAN and LLPIN is allocated. Also, DPINs gets issued to the proposed designated partners (individuals and nominees of body corporate) who do not have a valid DPIN | |
| 3 | Form 3 & Form 4 | LLP Agreement and details of partners is to be filed | within 30 days of incorporation |
B. Annual Compliances |
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| 1 | Form 11 | Annual return of LLP | 30th May every year |
| 2 | Form 8 | Statement of Account and solvency | 30th October every year |
| 3 | DIR-3 KYC | KYC of DPIN holders | 30th September every year |
C. Event based Compliances |
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| 1 | Form 3 | Information for LLP Agreement and changes (Linked with Form 4) | Within 30 days of Agreement or change in such agreement |
| 2 | Form 4 | Notice for information of change in partners / designated partners (linked with form 3 except in case of change in designation of partners | Within 30 days of such change |
| 3 | Form 5 | Notice for change of name | Within 30 days from date on which consent of partners was taken |
| 4 | Form 8 | Creation and modification of charge of LLP | Within 30 days from such change |
| 5 | Form 12 | Form for intimating other address for service of documents | T+29 days (T= Date on which consent of all partners was taken) |
| 6 | Form 15 | Notice for change of place of registered office | Within 30 days from such change |
| 7 | Form 22 | Notice of intimation of order to registrar | Due date by which order is to be filed with Registrar |
| 8 | Form 23 | Application for direction to LLP to change its name to the registrar | Not Applicable |
| 9 | Form 24 | Application for striking off name | Not Applicable |
| 10 | Form 25 | Reservation/renewal of name by a FLLP/Foreign Company | Not Applicable |
| 11 | Form 27 | Registration of particulars of FLLP | Not Applicable |
| 12 | Form 28 | Reporting of Alteration/closure | Not Applicable |
| 13 | Form 31 | Application of compounding of an offence under the act | Not Applicable |
| 14 | Form 32 | Filing addendum for rectification of defects or incompleteness | Not Applicable |
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 exceed Rs. 5 lakhs | Rs. 2,000 |
| (c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs | Rs. 4,000 |
| (d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs | Rs. 5,000 |
| (e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore | Rs. 10,000 |
| (f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore | Rs. 25,000 |
- 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.
- 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 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 exceed Rs. 5 lakhs | Rs. 100 |
| (c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs | Rs. 150 |
| (d) Limited Liability Partnership whose contribution exceeds Rs.10 lakhs but does not exceed Rs. 25 lakhs | Rs. 200 |
| (e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore | Rs. 400 |
| (f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore | Rs. 600 |
- 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:
| For Small LLPs | Rs. 50 |
| For Other than Small LLPs | Rs. 150 |
(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. No. | Application | Small LLPs (in rupees) | Other than Small LLPs (in rupees) |
| (a) | For reservation of name under section 16 of the Act | Rs. 200 | Rs. 200 |
| (b) | For direction to change the name under section 17 of the Act | Rs. 5,000 | Rs. 5,000 |
| (c) | For striking off name of defunct Limited Liability Partnership under rule 37 | Rs. 500 | Rs. 1,000 |
(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 |
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 |
| (b) 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 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 |
- 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 |
| (b) | More than 15 days and upto 30 days | 2 times of normal filing fees | 4 times of normal filing fees |
| (c) | More than 30 days and upto 60 days | 4 times of normal filing fees | 8 times of normal filing fees |
| (d) | More than 60 days and upto 90 days | 6 times of normal filing fees | 12 times of normal filing fees |
| (e) | More than 90 days and upto 180 days | 10 times of normal filing fees | 20 times of normal filing fees |
| (f) | More than 180 days and upto 360 days | 15 times of normal filing fees | 30 times of normal filing fees |
| (g) | 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. |
Conclusion: LLP must comply with filing of Annual return, Statement of Account and solvency and DIR-3 KYC which is very less when compared to any form of business organisation. Hence, LLP is a form of Business organisation which provides ease of doing business. If you are looking for compliance support or would like to have more details on LLPs, please reach out to our product head at vaishali@simplybiz.in or simplycorp@simplybiz.in. We will be happy to help you.