LLP Amendment Act, 2021 has drawn various amendments to LLP act, 2008, and is executed for the first time. These changes would be made to draw the provisions of LLP act 2008 in the line with that of the companies act 2013. The same would be targeted to promote the ease of conducting the imitative of the Government of India. The major changes incurred via LLP amendment act, 2021 are:
Bigger Changes Incurred by LLP Amendment Act 2021
Here is the complete list of all major changes in the LLP Amendment Act 2021.
Introduction to the Idea of Small LLP
- The total contribution of whose would not surpass the limit of Rs 25,00,000 or these higher amounts might be specified by the government but in no case, it would surpass Rs 5 cr.
- Whose total turnover in any fiscal year would not be more than Rs 40,00,000 or these higher amounts as might be mentioned by the government but in case it would surpass Rs 50 cr.
Start-up LLP Under MCA
The central government might report some LLPs startups LLP. But there would be no clear criteria mentioned in the act regarding the LLP type as Startup LLP.
Changes Under Section 17 of LLP Act
MCA section 17 former act would get completely revised by the new act. Section 17 of the new act furnishes:
- An LLP might be rendered by the central government to amend its name when:
- The same would be similar to or nearly corresponds with the name of any existing firm or LLP.
- The same would be similar to or resemble the enrolled trademark
There would be a limitation duration levied via the new act on the proprietor of the enrolled trademark to build an application to the central government towards submitting an objection for the case the name of an LLP is similar to the registered trademark of the proprietor. In the same case, the proprietor would secure the time limit of 3 years from the start date of LLP or the amendment of the name by LLP to make a request for LLP to amend its name.
In these cases, the LLP is forced to amend its name within a duration of 3 months from the date of direction by Central Government. When an LLP would not follow with the order of CG within 3 months, ROC might itself amend its name of LLP secures the below component in the provided line:
- a) ORDNC (Order of RD not complied)
- b) Serial Number
- c) Year of passing the direction
- d) Existing LLPIN
Section 34A of the Limited Liability Partnership Act
The same section would be a newer section and is being introduced via the LLP amendment act, 2021. The same sedition specified that Central Government may in consultation with NFRA prescribe the Accounting and Auditing Standard(s) for class or classes of LLPs.
Revised Section 39 of LLP Act 2021
Section 39 of the LLP act would be totally revised by the LLP amendment act 2021. This new section is used to furnish the compounding of offences committed by the LLP or its partners. The compounding would be specified as
Recommended: Easy Guide to Convert LLP into Private Limited Company
- A Regional Director or any officer below the rank of a regional director who would be authorized via the central government in the same concern might compound the offences that would be punishable with a fine.
- Application towards compounding would be incurred to the Registrar of Companies first, and then ROC would forward that to RD including his comment in this field.
- For no case when the amount liable to file on the compounding would surpass the max amount of penalty which might be levied beneath the same act towards the crime so compounded.
- No compounding of an offence would be performed when that offence was compounded in the three years former to the date of this application to compounding.
New Section 67A, 67B, 67C of LLP Act
The same poses new sections which are being initiated by LLP Amendment Act, 2021. The same section consists of the provisions concerning the establishment and Powers of the Special Courts to attempt and dispose of the offences committed beneath the LLP Act, 2008.
Insertion of New Section 68A
The same would be a newer section inserted via LLP amendment act 2021. The same section specified that the central government would build the number of registration offices in these places as it thinks fit, mentioning their jurisdiction towards the purpose of enrollment of LLP and to release several functions beneath the LLP act 2008.
Substitution of New Section for 69
The same section would be inserted by LLP Amendment Act, 2021. The same section poses that various fees or additional fees might be mentioned for various classes of limited liability partnerships
Deletion of Section 73 LLP Act
LLP amendment act has completely omitted this section. The same section shall be practised for furnishing penalty for non-compliance with the order of NCLT. There shall be no penalty to get charged for non-compliance with the order of NCLT.
Amendment for Section 74
The same section has been revamped. It deals with the basic penalty. The revised section used to provide that when there would be no penalty furnished for any offence beneath the act then this offence would be responsible for the penalty of Rs 5000, and for the case of counting the violation with the other penalty of Rs 100 for each day post to the first in which this violation would be carried on, as per the max of Rs 1,00,000.
Section 76A of LLP Act
LLP Amendment Act, 2021 has initiated this section. The same section is used to furnish the lower penalty for non-compliance through the small or Start-up LLPs. The penalty towards the startup LLPs for any non-compliance will be one-half of the penalty mentioned to the additional LLPs as per the max of one lakh rupees to LLP and Rs 50,000 for partners.
Also Read: Easy Guide to LLP Compliance with Latest Act & Rule Changes
Latest Changes Under Section 77
LLP Amendment Act, 2021 revises the section to furnish a newer courts setup beneath section 67A would secure the powers to levy the punishment beneath section 30 of the Act along with all the due criminal cases with respect to the LLP or its partners, any other individual beneath the act would move to Special Courts.
A New LLP Amendment Act of Section 77A
LLP Amendment Act, 2021 has been inserted into the LLP which mentioned that only the special courts will secure the jurisdiction to opt for any offence liable to be punished beneath the same act rather than a complaint in the mode of writing by ROC or any officer not less than the rank of RD who are duly being authorized via Central Government.
Omission of Section 81 in LLP Act
In the new act, the same section has been omitted.
Decriminalization of Some Offences
The liability of the criminal would get offset by the same amendment act mentioning the civil liability in the form of the financial penalties in concern to the below-mentioned offences.
| Section of Principal Act | Description |
|---|---|
| Section 10: Punishments towards revoking sections 7, 8, and 9. | Omission of contravention under Section 8, decriminalizes punishments under Sections 7 and 9 which deal with the general obligations of designated partners. |
| Section 13: Registered office of LLP and change in that | Revocation of the registered office of LLP and amendment in that. |
| Section 17: Revision of LLP name | Unable to follow the coordinates of the central government concerning the amendment of the LLP name. |
| Section 21: Publication of name and limited liability | Unable to show the basic information of LLP on invoices, official correspondences, and publications |
| Section 25 Registration of changes in partners | Unable to mention the Registrar for the changes in the partners of the LLP within the specified time |
| Section 34 Maintenance of books of account, other records, audits, etc. | Unable to follow the maintenance of books of accounts as specified and filing of a Statement of Account and Solvency within a period of 6 months from the finish of each financial year. |
| Section 35 – Annual return | Non-filing of yearly return with the Registrar within 60 days of closure of its financial year. |
| Section 60: Compromise, or arrangement of LLPs | Non-filing of the Order passed via the NCLT with the Registrar within the prescribed time. |
| Section 62 – Provisions for facilitating reconstruction or amalgamation of LLPs | Non-filing of the Order issued via the NCLT with the Registrar within the prescribed time |
| Section 74 – General penalties | General penal provision for example in which no penalty or punishment is given for revocation beneath the Principal Act. |
Moreover, if any partner or designated partner acts in a way to defraud the additional partners or commits any act for a bogus purpose, the imprisonment duration for the case has been prolonged from 2 years to 5 years.
As Per MCA LLP 2nd Modification Rule, 2022
According to LLP 2nd Amendment Rule, 2022, now 5 persons could apply for DPI/DIN along with the LLP incorporation form, earlier only 2 persons were permitted.
According to LLP 2nd Amendment Rule, 2022, now an LLP can apply for PAN & TAN along with the LLP incorporation like Company Incorporation.
Form 29 is linked with Form 28
It simplifies the process of filing alterations in particulars of foreign limited liability partnerships (foreign LLPs) which are registered as per the Act by using the webform LLP Form No. 28.
Amendments in LLP Filing Fees
(a) LLP Registration Fees
| LLP Contribution | Fee (in Rs.) |
|---|---|
| LLP contribution does not exceed Rs.1 lakh | 500 |
| LLP contribution is more than Rs.1 lakh but below Rs.5 lakh | 2000 |
| LLP contribution is more than Rs.5 lakh but below Rs.10 lakh | 4000 |
| LLP contribution is more than Rs.10 lakh but below Rs.25 lakh | 5000 |
| LLP contribution is more than Rs.25 lakh but below Rs.1 crore | 10000 |
| LLP contribution exceeds Rs.1 crore | 25000 |
(b) Filing LLP Form Fees
| LLP Contribution | Fee (in Rs.) |
|---|---|
| LLP contribution does not exceed Rs.1 lakh | 50 |
| LLP contribution is more than Rs.1 lakh but below Rs.5 lakh | 100 |
| LLP contribution is more than Rs.5 lakh but below Rs.10 lakh | 150 |
| LLP contribution is more than Rs.10 lakh but below Rs.25 lakh | 200 |
| LLP contribution is more than Rs.25 lakh but below Rs.1 crore, | 400 |
| LLP contribution exceeds Rs.1 crore | 600 |
(c) Filing LLP Applications fees
| LLP Application | Fee for Small LLPs | Fee for Others |
|---|---|---|
| For name reservation under Section 16 of LLP Act | 200 | 200 |
| For direction to change the name as per Section 17 of the LLP Act | 5000 | 5000 |
| For striking off the name of a defunct LLP under Rule 37. | 500 | 1000 |
(d) Filing LLP Form-4 fees
| LLP Type | Fee (in Rs.) |
|---|---|
| For small LLPs | 50 |
| For other than small LLPs | 150 |
(e) Fees Towards Filing Form by the Foreign LLP
| Application Type | Fee (in Rs) |
|---|---|
| To file the document beneath rule 34(1) | 5000 |
| To any additional form, notice, statement of account and solvency or document | 1000 |
(f) Other Fees for Late Filing Forms
| Period of Delay | Small LLPs | Other than Small LLPs |
|---|---|---|
| Up to 15 days | One time | One time |
| Beyond 15 days and within 30 days | 2 times | 4 times |
| Beyond 30 days and within 60 days | 4 times | 8 times |
| Beyond 60 days and within 90 days | 6 times | 12 times |
| Beyond 90 days and within 180 days | 10 times | 20 times |
| Beyond 180 days and within 360 days | 15 times | 30 times |
| Beyond 360 days towards forms other than form 11 and form 8 | 25 times | 50 times |
| Beyond 360 days towards filing form 11 and form 8 | 15 times plus 10 per day for delays beyond 360 days | 30 times plus 20 per day for delays beyond 360 days |
