Limited Liability Partnership (Second Amendment) Rules, 2022

Limited Liability Partnership (Second Amendment) Rules, 2022 – MCA Notifies

The Ministry of Corporate Affairs (MCA) vide its Notification dated 04th March 2022 has notified Limited Liability Partnership (Second Amendment) Rules, 2022 to amend the existing Limited Liability Partnership Rules, 2009, which shall come into force on the date of its publication in the Official Gazette.

Read Notification From Below –

Limited Liability Partnership (Second Amendment) Rules, 2022

G.S.R. . (E).–In exercise of the powers conferred by sub-sections (1) and (2) of section 79 of the Limited Liability Partnership Act, 2008 (6 of 2009), the Central Government hereby makes the following rules further to amend the Limited Liability Partnership Rules, 2009, namely:–

1. Short title and commencement. –

(1) These rules may be called the Limited Liability Partnership (Second Amendment) Rules, 2022. Limited.

(2) They shall come into force from the date of its publication in the Official Gazette. 2. In the Limited Liability Partnership Rules, 2009 (hereinafter referred to as the said rules), in rule 11,-

(a) in sub-rule (1), in the second proviso, for the word “two’, the word “five” shall be substituted;

(b) in sub-rule (3), after the word and figures “Form 16.”, the following words shall be inserted, namely:- “and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department’.

In rule 19 of the said rules, for sub-rule (4), the following sub-rule shall be substituted, namely:-

” (4) The person making the application shall attach a copy of the incorporation certificate of the limited liability partnership or the company or the registration certification of the entity, as the case may be.”.

4. In rule 24 of the said rules, for sub-rule (6) of, the following sub-rule shall be substituted, namely:-

“(6) Statement of Account and Solvency shall be signed on behalf of the limited liability partnership by its designated partners. Where the corporate insolvency resolution process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or the Limited Liability Partnership Act, 2008 (06 of 2009) has come under liquidation under the said Code, 2016 or the said Act, 2008, the said Statement of Account and Solvency may be signed on behalf of limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator. “.

5. In rule 25 of the said rules, for sub-rule (2) of, the following proviso, shall be inserted, namely:-

‘ Provided that where the corporate insolvency resolution process has been initiated against the limited liability partnership under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) or the Limited Liability Partnership Act, 2008 (06 of 2009) having turnover up to five crore rupees during the corresponding financial year or contribution up to fifty lakh rupees has come under liquidation under the said Code, 2016 or the said Act, 2008, the said annual return may be signed on behalf of limited liability partnership by interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator and no certification by a designated partner shall be required?

6. In rule 34 of the said rules,-

  • (a) in sub-rule (3), in clause (ii), in sub-clause (c), for the word and figures ‘Form 29’, the word and figures “Form 28” shall be substituted;
  • (b) in sub-rule (8), for the word and figures “Form 29”, the word and figures “Form 28′ shall be substituted;

7. In rule 36 of the said rules, in sub-rule (6), after the word, brackets, and figure “sub-rule (7)”, the words and figures In Form 32′. shall be inserted; 8. In rule 37 of the said rules, in sub-rule (1A), in clause (II), for the words and figures “enclose along with Form 24′, the words and figures “furnish in Form 24” shall be substituted.

8. In rule 37 of the said rules, in sub-rule (1A), in clause (II), for the words and figures “enclose along with Form 24′, the words and figures “furnish in Form 24” shall be substituted.

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Effect of the notification in simple language-

Limited Liability Partnership (Second Amendment) Rules, 202

 1. There can be 5 Designated partners (without having DIN) at the time of Incorporation. (Earlier 2 was allowed)

 2. LLP Formation Process became web-based, just like the SPICE Forms for company formation.

 3. Director’s Details can be fetched from Digi Locker Database.

 4. PAN TAN of LLP will be available along with LLP Incorporation similar to the company.

 5. All Forms of LLP have now become web-based.

 6. Each and every change in LLP Deed will have to be marked in Form 3 with precise information.

 7. Web-Based Form 9 Consent of Partners is implemented. Resultantly, all Designated Partners Digital Signatures will be required.

 8. Place of maintenance of accounts other than Registered Office – Form 12 is notified.

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𝗠𝘂𝗺𝗯𝗮𝗶 𝗜𝗧𝗔𝗧: 𝗦𝗾𝘂𝗮𝗿𝗶𝗻𝗴 𝗼𝗳𝗳 𝗹𝗼𝗮𝗻 𝘁𝗿𝗮𝗻𝘀𝗮𝗰𝘁𝗶𝗼𝗻 𝗱𝗼𝗲𝘀 𝗻𝗼𝘁 𝗶𝗻𝘃𝗶𝘁𝗲 𝗽𝗲𝗻𝗮𝗹𝘁𝘆 𝘂𝗻𝗱𝗲𝗿 𝗦.𝟮𝟳𝟭𝗗 / 𝟮𝟳𝟭𝗘

S.269SS and S.269T mandate that transactions in the nature of acceptance/repayment of loan/ deposit etc should be done through account payee cheque or account payee bank draft or use of electronic clearing system through a bank account. Non-adherence of provisions of S.269SS or S.269T invites penalty u/s 271D & E, respectively. However, S.273B provides a safe harbor if such default is because of a reasonable cause.

In its recent judgment Mumbai ITAT has observed, 𝘄𝗵𝗲𝗿𝗲𝗶𝗻 𝗹𝗼𝗮𝗻 𝘁𝗿𝗮𝗻𝘀𝗮𝗰𝘁𝗶𝗼𝗻𝘀 𝗮𝗿𝗲 𝘀𝗾𝘂𝗮𝗿𝗲𝗱 𝗼𝗳𝗳 𝗯𝘆 𝗷𝗼𝘂𝗿𝗻𝗮𝗹 𝗲𝗻𝘁𝗿𝗶𝗲𝘀 𝗶𝗻 𝗮 𝗯𝗮𝗰𝗸𝗱𝗿𝗼𝗽 𝗼𝗳 𝗴𝗲𝗻𝘂𝗶𝗻𝗲 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝘁𝗿𝗮𝗻𝘀𝗮𝗰𝘁𝗶𝗼𝗻𝘀, 𝗶𝘁 𝘄𝗼𝘂𝗹𝗱 𝗯𝗲 𝘀𝗮𝗳𝗲 𝘁𝗼 𝗰𝗼𝗻𝗰𝗹𝘂𝗱𝗲 𝘁𝗵𝗮𝘁 𝘁𝗵𝗲𝘀𝗲 𝗲𝗻𝘁𝗿𝗶𝗲𝘀 𝘄𝗲𝗿𝗲 𝗽𝗮𝘀𝘀𝗲𝗱 𝗼𝘂𝘁 𝗼𝗳 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗰𝗼𝗻𝘀𝘁𝗿𝗮𝗶𝗻𝘁𝘀, 𝗲𝘅𝗶𝗴𝗲𝗻𝗰𝗶𝗲𝘀 𝗮𝗻𝗱 𝗮𝗱𝗺𝗶𝗻𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝘃𝗲 𝗰𝗼𝗻𝘃𝗲𝗻𝗶𝗲𝗻𝗰𝗲. Such business constraints, exigencies, and administrative convenience 𝘄𝗼𝘂𝗹𝗱 𝗰𝗼𝗻𝘀𝘁𝗶𝘁𝘂𝘁𝗲 𝗿𝗲𝗮𝘀𝗼𝗻𝗮𝗯𝗹𝗲 𝗰𝗮𝘂𝘀𝗲 𝘄𝗶𝘁𝗵𝗶𝗻 𝘁𝗵𝗲 𝗺𝗲𝗮𝗻𝗶𝗻𝗴 𝗼𝗳 𝗦.𝟮𝟳𝟯𝗕 𝗼𝗳 𝘁𝗵𝗲 𝗔𝗰𝘁 𝗮𝗻𝗱 𝗽𝗲𝗻𝗮𝗹𝘁𝘆 𝘄𝗼𝘂𝗹𝗱 𝗻𝗼𝘁 𝗯𝗲 𝗮𝗽𝗽𝗹𝗶𝗰𝗮𝗯𝗹𝗲 𝗶𝗻 𝘀𝗾𝘂𝗮𝗿𝗶𝗻𝗴 𝗼𝗳 𝘁𝗿𝗮𝗻𝘀𝗮𝗰𝘁𝗶𝗼𝗻𝘀.

[ 𝗠/𝘀. 𝗠𝗮𝗰𝗿𝗼𝘁𝗲𝗰𝗵 𝗗𝗲𝘃𝗲𝗹𝗼𝗽𝗲𝗿𝘀 𝗟𝘁𝗱., 𝗜𝗧𝗔 𝗡𝗼.𝟯𝟬𝟰𝟵 & 𝟰𝟬𝟱𝟰 /𝗠𝘂𝗺/𝟮𝟬𝟭𝟵]