Filings of Changes in LLP with Registrar of Companies

Filing of Changes in LLP with Registrar of Companies

For event-based changes, corporate entities registered in India have to file certain documents and information with the Registrar. ROC (Registrar of Companies) is a regulatory authority for giving approval of incorporation and continuation of operations of a company or Limited Liability Partnership (LLP) in India and their due compliance, all kind of changes in LLP & company that are event-based shall be duly intimated to the registrar.

For changes relating to the constitution of business, filing for due compliance, transfer of ownership and change in the capital structure, appointment/resignation or removal of members and for submission of necessary documents for approval of name, objective, any business proposal, the entrepreneurs have to approach Registrar of Companies (ROC) with required documentation and get updated the changes in LLP.

Entrepreneurs who have their Limited Liability Partnership (LLP) business in India, they are by law required that the amendments and disclosure requirements are done to government, such LLPs have to make appropriate disclosures and file with  Register.

An LLP requires the approval of ROC on all matters inclusive of but not limited to:

  • Change in name of LLP
  • Appointment/removal/retirement of partner/designated partners or auditors
  • Change in provisions of the LLP agreement.
  • Conversion of LLP to private or public limited or any other entity
  • Change in the registered address of LLP.
  • LLP annual return filing.
  • For the expansion of LLP business abroad
  • Alteration in the capital structure of LLP
  • Closure of LLP or any other  structural changes

Here in this write-up, we have summarized all event-based compliances related to changes in LLP where entrepreneurs require compliance with Registrar.

  1. Incorporation/Registration of LLP

In the process of  incorporation of LLP, the filing of documents  after due  completion of  procedures with  Registrar  is required for:

  • Obtaining approval for the LLP agreement.
  • Filing the incorporation Form FiLLiPwith particulars of  name reserved through RUN, registered office address, details about  proposed designated partners/partners and
  • LLP agreement is the statutory pillar document of LLP, for registration of LLP agreement.
  1. Change in the name of LLP
  • Partners when requiring a change in the name of LLP as per Section 19 of the LLP Act, 2008 have to file with Registrar for grant of approval to the new name.
  • Such amendment shall be subject to conditions as laid down under LLP Act and Rules made thereunder
  • For registration of name RUN facility shall be used on the MCA portal with requisite non-refundable fee.
  • The Form 5 (Notice for Change of name) shall be filed with Registrar, intimating the department for application of change in name of LLP with partners approval and payment of applicable fee.
  1. Change in Registered address of LLP

For modification in the registered office address of LLP, Form 15(Notice for Change of registered office)  is to be submitted to ROC, duly filled and attaching documents for affirmation of such members from members of LLP with prescribed fee.

  1. Change in composition of members of LLP

For inclusion/ removal/ suspension of existing partners/ designated partners, a declaration of appointment/ change in name/address designation of existing partner/designated partner with their consent is to be submitted to Registrar Form 4  along with prescribed fee for submitting such change and approval of the same.

  1. Change in the structure of LLP (Merger/de-merger/transfer of LLP).

In a scheme of merger/demerger/amalgamation of any LLP in accordance with Section 60 to 62, a LLP requires approval from the tribunal. On the passing of approval order from Tribunal, a certified copy of it has to be disclosed to the Registrar filling  Form 22 within 30 days of issue of order by Tribunal.

  1. Change in LLP agreement

Any LLP agreement when requiring amendment, which may be some new clause or change in the existing clause is to be made, an application using Form 3 is to be submitted to ROC with fee prescribed.

For change in the composition of members/partners/designated partners in the LLP agreement, Form 4 has to be filed with ROC after passing and submitting a resolution for incorporation of change in the LLP agreement.

  1. Change in the capital of LLP

For changes like increase or reduction to be made in the capital of LLP, changes in the LLP agreement have to be made. This can be done by receiving approval from ROC by filing Form 3.

  1. Intimation for separate addresses for receipt of service documents of LLP.

If the members of the LLP are in consent of opting a separate address for receipt of service documents of LLP other than the registered office. An application for the same has to be submitted to the Registrar by filing Form 12 (Form for intimating for other address for service of documents) with fee prescribed and necessary documents.

  1. Dissolution or Winding up of LLP.

For closure or winding up of business of LLP, intimation is required to be given to the registrar using Form 24 (Application to Registrar for Strike off Name)  with the required fees as prescribed documentation and details.

  1. Change in details of Foreign LLP.

For foreign LLP, requiring changes in the LLP office address, name or agreement, the entity has to file all the prescribed documents in  Form 25 (Application for reservation/renewal of name by a Foreign LLP or Foreign Company) and Form 27 (Form for registration of particulars by Foreign LLP) with the ROC with prescribed fee.

  1. Change in the incorporation document of LLP.

For alterations required in the incorporation document (Certificate of Incorporation) or other documents defining the constitution of LLP, Form 28 and Form 29 as prescribed, are required to be filed with the Registrar for approval of such changes applied for.

Consequences defined for non-compliance of LLP filings with ROC 

  • For non-submission of supplementary deed or draft of supplementary deed using Form 3 to the registrar, a penalty of Rs 100/per day shall be levied as per First Schedule of the LLP Act, till the default continues.’
  • For non-compliance of Rule 17 of LLP Act, 2008 stating for change in the office address of LLP and non-intimation to ROC will result in charge of a penalty of Rs 2,000 up to a maximum of Rs 20,000 which shall be levied on each and every partner/designated partner of LLP.
  • For order received under Section 17 for change in name of LLP or voluntary proposal for change in name, non-intimation to Registrar will lead to charge of a punishable fine of not less than Rs 10,000 which might extend up to Rs 50,000 and every designated partner shall be charged with the punishable fine of Rs 10,000 which might extend up to Rupees 1 lakh.
  • For non-filing of LLP Form 22 to Registrar, a penal fine of Rs 1 lakh has been prescribed which shall be charged from every partner/designated partner of LLP.

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