|
limited liability partnership |
Background
Limited Liability Partnership (LLP)
is an alternative form of business organisation. It provides the benefits of
limited liability but allows its members the flexibility of organising their
internal affairs as a partnership based on a mutually arrived agreement. The
Limited Liability Partnership Act, 2008 (the LLP Act), except for certain
sections, became operative from 31st March 2009. The Rules made under the LLP
Act have been notified on 1st April 2009. Sections 55 to 58 pertaining to
conversion of a firm or a company to LLP and Rules pertaining to such conversion
became operative from 31st May 2009. Section 51 and sections 63 to 65 pertaining
to winding up of an LLP are yet to become operative.
Salient Features
-
An LLP is a hybrid form of organisation having
features of a partnership firm under the Partnership Act, 1932 and a
company.
-
The LLP Act is administered by the Registrar
of Companies.
-
Liability of partners is limited except where
an Act is carried out by the LLP with intent to defraud creditors or any
other person or for any fraudulent purpose.
-
LLP is a body corporate and a legal entity
separate from its partners. It has perpetual succession. Thus, an LLP is
capable, in its own name, of acquiring, owning, holding, disposing of
property, whether movable, immovable, tangible or intangible. It can sue and
can be sued, and is capable of doing and suffering other acts as a body
corporate may do or suffer.
-
There is no limit on maximum number of
partners.
-
Rights and duties of partners of an LLP and
mutual rights and duties between an LLP and its partners are governed by the
LLP Agreement between the partners or between the LLP and its partners.
-
An individual or body corporate may become a
partner in LLP.
-
LLP must have at least two individuals as
Designated Partners. At least one of the Designated Partners must be
resident in India. A body corporate partner of the LLP may nominate an
individual as a Designated Partner.
-
LLP must maintain proper books of account. The
accounts may be on cash basis or accrual basis.
-
Accounts of LLP are required to be audited.
However, an LLP whose turnover in any financial year does not exceed Rs. 40
lakhs or the contribution (capital) does not exceed Rs. 25 lakhs is exempt
from the provisions of audit.
-
LLP is required to file Statement of Account
and Solvency and Annual Return in the prescribed form every year.
-
LLP is required to file information about the
LLP Agreement, changes in the LLP Agreement and changes in particulars of
designated partners and partners.
-
Right of a partner to share profit and losses
is transferable.
-
A person representing himself (holding out) to
be a partner or permitting himself to be represented as a partner of an LLP
is liable to person giving credit the LLP relying on such representation.
-
Concept of ‘Whistle Blower’ is incorporated in
the LLP Act.
-
A partnership under the Partnership Act, 1932
may be converted into an LLP. A private company or an unlisted public
company may also be converted into an LLP provided there is no ‘security
interest’ subsisting on the date of application for conversion.
-
Provisions made in the LLP Act for
investigation into the affairs of an LLP by inspector to be appointed by the
Central Government.
-
• Provisions made in the LLP Act for
Compromise, Arrangement or Reconstruction of an LLP and amalgamation of LLPs.
For this purpose, application to be made to National Company Law Tribunal to
be constituted under section 10FB of the Companies Act, 1956. Pending the
constitution of such Tribunal, application to be made to the High Court.
-
All filings under the LLP Act to be done
electronically. Similarly, the Registrar may furnish information or provide
copies and extracts certifying the same by affixing digital signature.
-
Heavy penalties have been provided in case of
non-compliance of provisions of the LLP Act.
-
For the purposes of taxation, an LLP is
treated on par with a partnership firm under the Partnership Act, 1932.
Designated Partners
Every LLP must have at
least two individuals as the designated partners. At least one of the
designated partners must be resident in India (i.e., person who has stayed
in India for not less than 182 days in the immediately preceding one year).
A body corporate may appoint an individual to act as a designated partner.
The incorporation document may specify who will be the designated partners.
Any partner may become a designated partner or cease to be a designated
partner in accordance with the LLP Agreement. An individual has to give
prior consent to become a designated partner. The consent has to be filed
with the Registrar. Every designated partner must obtain Designated Partner
Identification Number (DPIN). For obtaining DPIN the individual has to apply
in Form 7. An LLP may appoint a designated partner within 30 days of vacancy
arising for any reason. If there is no designated partner, or if at any time
there is only one designated partner, each partner is deemed to be a
designated partner.
Designated partners are
responsible for doing all acts, matters and things that are required to be
done for complying with the provisions of the LLP Act. They are liable to
all penalties imposed on the LLP.
Formation of LLP
A person may apply in Form
1 for reservation of name for the proposed LLP. The name cannot be one
prohibited under the Emblems and Names (Prevention of Improper Use) Act,
1950. Rule 18 of LLP Rules also provides cases in which name will not be
reserved.
Two or more persons coming together for carrying on a lawful business with a
view to earn profit have to subscribe their names to the ‘Incorporation
Document’ (Form 2). This is filed with the Registrar along with a Statement
in Part B of the Form 2. The Registrar has to register the Incorporation
Document and issue certificate indicating incorporation of the LLP. Each LLP
is assigned LLP Identification Number (LLPIN).
LLP has to provide address for service of documents. In addition to the
registered office address, it may declare any other address as its address
for service of documents.
Partners and their Relations
Persons who subscribe their
names to the ‘Incorporation Document’ are the first partners of the LLP. Any
other person may become partner in accordance with the LLP Agreement.
Mutual rights and duties of
partners and mutual rights and duties of LLP and its partners are governed
by the LLP Agreement between the partners, or between the LLP and its
partners. Information relating with regard to the LLP Agreement and any
changes therein is required to be filed with the Registrar in Form 3. In
case the LLP Agreement is silent on any matter, provisions in the first
Schedule relating to that matter will apply.
A person may cease to be a
partner of the LLP in accordance with the agreement with the other partners
or by giving a notice in writing of not less than 30 days. A person also
ceases to be a partner on his death, dissolution of LLP, if he is declared
to be of unsound mind or applies to be adjudged as an insolvent or is
declared as an insolvent.
Right of a partner to share
profits and losses is transferable. However, the transferee does not, on
account of transfer, get right to participate in the management of the LLP
or right to access information. The transfer by itself does not result in
dissociation of the partner from the LLP or dissolution of the LLP.
Extent of Liability of LLP
and its Partners
Every partner of an LLP for
the purpose of its business is an agent of the LLP but is not an agent of
other partners.
Obligations of LLP are
solely its obligations and liabilities of LLP are to be met out of
properties of LLP.
LLP is not bound by
anything done by a partner in dealing with another person if the partner had
no authority to do the act on behalf of the LLP and the person either knows
that the partner had no authority; or did not know or did not believe him to
be a partner of the LLP.
LLP is liable for wrongful
act or omission of a partner done in the course of business or with the
authority of the LLP.
A partner is not personally
liable for obligations of the LLP. However, he is liable for his own
wrongful act or omission.
A person who represents
(holds out) himself to be a partner or knowingly permits himself to be
represented as a partner is liable to any person who, based on such
representation, has given credit to the LLP. The LLP receiving the credit is
liable to the extent of the credit received or any financial benefit derived
thereon.
If an LLP or any of its
partners act with the intent to defraud creditors of the LLP or any other
person or for any fraudulent purpose, then the liability of the LLP and the
concerned partners is unlimited. However, where the fraudulent act is
carried out by a partner, the LLP is not liable if it is established by the
LLP that the act was without the knowledge or authority of the LLP.
Where the business is
carried out with fraudulent intent or for fraudulent purpose, every person
who was knowingly a party is punishable with imprisonment and fine. Also the
LLP, its partners and designated partners or employees conducting its
affairs in a fraudulent manner are liable to pay compensation.
Contributions
The obligation of a partner
to contribute shall be as per the LLP Agreement. Contribution may consist of
tangible or intangible, movable or immovable property or other benefit to
the LLP including contract of services performed or to be performed. The
contribution of each partner along with the nature of contribution has to be
disclosed in the accounts of the LLP. The monetary value of the contribution
is to be valued by a Chartered Accountant or a Cost Accountant or an
Approved Valuer.
A creditor of an LLP, who
extends credit relying on the obligation of the partner to make contribution
as recorded in the LLP Agreement, may enforce such obligation against the
partner.
Accounts and Audit
LLP is required to maintain
proper books of account which may be on cash basis or on accrual basis. The
books of account should disclose the financial position, particulars of
money received and expended, record of assets and liabilities, cost of goods
purchased, inventories, work in progress, finished goods and cost of goods
sold. Books of account should enable the designated partner to ensure that
Statement of Account and Solvency complies with the LLP Act.
Every LLP is required to
file Statement of Account and Solvency in Form 8 within 30 days from the end
of six months of the financial year.
Accounts of LLP are
required to be audited. However, an LLP whose turnover in any financial year
does not exceed Rs. 40 lakhs or the contribution (capital) does not exceed
Rs. 25 lakhs is exempt from the provisions of audit. For the first year, the
auditor may be appointed any time before the end of the financial year.
Thereafter, the auditor is to be appointed at least 30 days prior to the end
of the financial year. The designated partners shall appoint the auditors.
If they fail to do so, the partners may appoint the auditors. Provisions
have been made regarding filling up of casual vacancy in the office of the
auditors, reappointment of the auditors, deemed reappointment of the
auditors and removal of the auditors.
An auditor may resign or
may express his unwillingness to be reappointed by a notice in writing. In
either case, he is required to enclose with the notice a statement of
circumstances connected with his ceasing to hold office.
Within 60 days from the end
of the financial year, the LLP is required to file Annual Return in Form 11.
Where the annual turnover of the LLP is up to Rs. 5 crore or the
contribution is upto Rs. 50 lakhs, the Annual Return is to be accompanied by
a certificate from a designated partner other than the signatory to the
Annual Return, to the effect that the Annual Return contains true and
correct information. In other cases, the Annual Return is to be accompanied
by a certificate from a Company Secretary.
Conversion to Limited
Liability Partnership
A partnership firm under
the Partnership Act, 1932, a private company or an unlisted public company
may be converted into an LLP in accordance with the provisions of Second
Schedule, Third Schedule and Fourth Schedule respectively.
A firm may be converted
into LLP only if all the partners of the firm and no one else become
partners of the LLP into which the firm is converted. A private company or
an unlisted public company may be converted into an LLP provided the
partners of LLP to which the company converts comprise of all the
shareholders of the company and no one else; and there is no ‘Security
Interest’ in its assets subsisting at the time of application for
conversion. ‘Security Interest’ has not been defined in the LLP Act.
However, it has been defined u/s 2(1)(zf) of Securitisation and
Reconstruction of Financial Assets and Enforcement of Financial Security
Interest Act, 2002.
For the purposes of
conversion of a firm or a company into an LLP, a statement signed by all the
partners or the shareholders, as the case may be, giving the name,
registration No. and the date of formation of the firm or incorporation of
the company, as the case may be, is to be filed. This is accompanied by the
Incorporation Document and the Statement required to be filed u/s. 11 of the
LLP Act while incorporating a new LLP. The Registrar on being satisfied
about the compliance has to register the document and issue certificate of
registration. Within 15 days of conversion the LLP has to inform the
Registrar of Firms or the Registrar of Companies, as the case may be, where
it was originally registered about its conversion into an LLP by filing in
Form 14.
On registration as LLP, the
partnership firm or the company, as the case may be, is deemed to be
dissolved and removed from the records maintained under the Partnership Act,
1932 or the concerned Registrar of Companies.
On conversion, all tangible
and intangible property, all assets, interests, rights, privileges,
undertakings, liabilities, obligations stand transferred to and vest in the
LLP without any further act, deed or assurance. All pending proceedings,
convictions, rulings, orders, judgements, agreements, contracts, approvals,
etc. continue to remain in force. Similarly, all contracts of employment
continue to remain in force with the LLP as the employer. Every appointment
of the company or the firm, as the case may be, in any role or capacity
operates as if the LLP was appointed. Every authority or power conferred on
the company or the firm continues to remain in force as if it was conferred
on the LLP.
If the converted firm or
the company owned any property that was registered with any authority, then
the LLP is required to take necessary steps to notify such authority about
the conversion and the particulars of LLP. The form and the manner of
notification are to be determined by such registering authority.
Even after the conversion
of the firm into LLP, the partners of the firm continue to be personally
liable for liabilities and obligations incurred prior to the conversion or
which arose from any contract entered prior to the conversion. If any
partner discharges any such liability or obligation he is entitled to be
fully indemnified by the LLP.
For a period of 12 months
commencing not later than 14 days after the registration as LLP, every
official correspondence should bear a statement that the LLP was, as from
the date of registration, converted from a company or a firm, as case may
be, and the name and registration number of the company or the firm from
which it was so converted.
Foreign LLP
Provision has been made
regarding establishment of a place of business by a foreign LLP. A foreign
LLP within 30 days of establishing a place of business in India has to file
with the Registrar Form 7 along with a copy of certificate of incorporation
or registration or other document evidencing the constitution of the LLP,
full address of the registered/principal office of the LLP in the country of
incorporation, address of the principal place of business in India, list of
partners and designated partners, if any, and names and addresses of two or
more persons resident in India authorised to accept service of notices,
documents, etc. Any change in the above particulars has to be intimated in
the prescribed forms. If the documents are not in English language, the
certified translation is also required to be filed.
A foreign LLP is also
required to file Statement of Account and Solvency every year.
Winding up and Dissolution
of LLP
The winding up of an LLP
may be either voluntary or by the Tribunal (yet to be set up). Section 64 of
the LLP Act provides for circumstances in which an LLP may be wound up by
the Tribunal.
Section 75 of the LLP Act
provides for power to the Registrar to strike off the name of a defunct LLP
the register of Limited Liability Partnership. Before striking off the name
of an LLP, the Registrar is required to give reasonable opportunity to the
LLP of being heard. The Registrar may exercise the power suo motu if the LLP
is not carrying on any business for two years or more; or on application by
the LLP made with the consent of all partners if the LLP is not carrying on
business for one year or more.
Miscellaneous
The Government may by
notification direct that provisions of the Company Act, 1956 specified in
the notification shall apply to any LLP with or without such exception,
modification or adoption as specified in notification.
Under the LLP Act and LLP
Rules every form, application, document or declaration shall be filed in
‘Portable Document Format’ (PDF) through the portal maintained by the
Ministry of Corporate Affairs on its website or through any other website
approved by the Central Government. Documents so filed are to be
authenticated by valid digital signature. In cases where document is
required to filed be on non-judicial stamp paper, the LLP has to submit such
document in physical form in addition to submission in the electronic form.
The Central Government is
to set up and maintain secure electronic registry. It will allow access to
the public to inspect documents which are required to be in public domain
under the LLP Act on payment of fees.
Taxation of LLP
Section 2(23) of the
Income-tax Act, 1961 has been amended. The amended definition of `firm’
includes an LLP and definition of `partner’ includes a partner of an LLP.
Thus, for the purposes of taxation, an LLP is treated as a firm and all the
provisions applicable to a firm will apply to an LLP. Accordingly,
provisions contained in section 40(b) relating to remuneration to the
working partners and payment of interest to the partners will apply to an
LLP. Provisions relating to Minimum Alternate Tax in section 115JB, Dividend
Distribution Tax in section 115-O, Deemed Dividend in section 2(22) will not
apply to an LLP. Under section 44AD as substituted by the Finance (No. 2)
Act, 2009, an LLP is not eligible for the scheme of presumptive taxation.
There is no specific
provision in the Income-tax Act, 1961 for exemption from taxation on
conversion of a company or a partnership firm under the Partnership Act,
1932 (general partnership) into an LLP. However, in case of conversion of a
General Partnership into an LLP, the Explanatory Memorandum to the Finance
(No. 2) Bill, 2009 clarifies that since a general partnership and an LLP are
considered equivalent, conversion of a general partnership into an LLP will
be tax neutral if the rights and obligations of the partners remain the same
and there is no transfer of assets or liabilities.
Under section 140 of the
Income-tax Act, 1961, return of income of an LLP is to be signed by a
designated partner. However, if for any unavoidable reason the designated
partner is unable to sign or where there is no designated partner, any
partner may sign the return.
Under the new section 167C, each partner of an LLP is jointly and severally
liable for tax due from an LLP if it cannot be recovered from the LLP unless
he proves that the non recovery cannot be attributed to any gross neglect,
misfeasance or breach of duty on his part in relation to the affairs of the
LLP. This section is similar to section 179 applicable to directors of a
private company. It is materially different from section 188A already
existing and applicable to partners of a partnership firm.
Chart 1
Forms under the Limited Liability
Partnership Act, 2008
|
Form
No. |
Rule |
Section |
Particulars |
|
1 |
18(4),
18(5) |
16(1) |
Application
for reservation or change of name |
|
2 |
11, 13 |
11(2) |
Incorporation document and statement |
|
3 |
21 |
23(2) |
Information
relating to LLP Agreement and changes, if any, made therein |
|
4 |
8 |
7(4) |
Notice of
appointment of partners / designated partner and changes among them,
intimation of DPIN by LLP to the Registrar and consent of partner to
become a partner / designated partner. |
|
|
22, 10
|
25(2), 25(3) |
Notice of
appointment of partners and the changes among them or consent of
incoming partner to become a partner / designated partner. |
|
5 |
20 |
19 |
Notice of
change of name of LLP |
|
6
|
22 |
25(1) |
Intimation
of particulars of name or address of a partner/ changes in
particulars to the LLP by the partner |
|
7 |
10(1) |
7(6) |
Application
for allotment of Designated Partner Identification Number (DPIN) |
|
8 |
24(8) |
34(2) |
Statement
of Account & Solvency |
|
9 |
7, 10(8) |
7(3) |
Consent to
act as designated partner |
|
10 |
10(9)
|
7(6) |
Intimation
of changes in particulars by designated partner |
|
11 |
25(1) |
35(1)
|
Annual
return of LLP |
|
12 |
16(3) |
13(2) |
Intimation
of other address for service of documents |
|
13 |
– |
24(1) |
Specimen of
notice of cessation by a ceasing partner to other partner |
|
14 |
33, 38, 39,
40 |
58(1) |
Intimation
to the Registrar of Firms / Registrar of Companies for conversion of
firm / company into LLP |
|
15 |
17(2),
17(5) |
13(3) |
Notice of
change of place of registered office |
|
16 |
–
|
12(1) |
Certificate
of Incorporation |
|
17 |
38(1) |
Para 4 of
Second
Schedule |
Application
and statement by a firm for its conversion into LLP |
|
18 |
39, 40 |
Para 3 of
Third Schedule
and Para 4 of
Fourth
Schedule |
Application
and statement by a private company / unlisted public company for its
conversion into LLP |
|
19
|
32, 38, 39,
40 |
Para 5 of
Second
Schedule,
Para 4 of
Third Schedule
and Para 5 of
Fourth
Schedule |
Certificate
of Registration on conversion |
|
20 |
35(1) |
60 |
Affidavit
in support of summons |
|
21 |
35(2) |
60 |
Summons for
direction to convene a meeting under s 60(1) |
|
22
|
41(4)
35(11), 35(17) |
39, 60(3),
62(3) |
Notice of
intimation of order of Court / Tribunal / CLB / CG to the Registrar
|
|
23 |
19 |
18 |
Application
for direction to LLP to change its name |
|
24 |
37 |
75 |
Application
to the Registrar for striking name |
|
25 |
18(3) |
59 |
Application
for reservation/renewal of reservation of name by Foreign LLP /
foreign company |
|
26 |
35(4) |
60 |
Form of
proxy |
|
27 |
34(1) |
59 |
Registration of particulars by foreign LLP |
|
28 |
34(3) |
59 |
Alteration
in (a) the incorporation document, or document or constituting of
foreign LLP, (b) the registered or principal office of foreign LLP,
or (c) partner or designated partner of a foreign LLP |
|
29 |
34(3),
34(8) |
59 |
Alteration
in certificate of incorporation or name and address of persons
authorized to accept service or alteration of place of business of
foreign LLP in India or cessation of business in India |
|
30 |
34(10) |
59
|
Certificate
for establishment of place of business foreign LLP |
|
31 |
41(1) |
39 |
Application
for compounding of an offence under the Act |
Chart 2
Fees payable under the Limited
Liability Partnership Act, 2008
|
1. |
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 |
Rs. 5,000/- |
|
2. |
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. |
|
|
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 this Act or by
these rules required or authorized 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 |
Rs. 200/- |
|
4.
|
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:- |
|
|
a) An application for reservation of
name u/s 16 |
Rs. 200/- |
|
|
b) An application for direction to
change the name u/s 18 |
Rs.
10,000/- |
|
|
c) Application for reservation of name
under Rule 18(3) |
Rs.
10,000/- |
|
|
d) Application for renewal of name
under rule 18(3) |
Rs. 5,000/- |
|
|
e) Application for obtaining DPIN
under rule 10(5) |
Rs. 100/- |
|
5. |
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 |
|
6. |
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/- |
Chart 3
Penalties under the Limited Liability
Partnership Act, 2008
|
Default
under Section |
Default
in Compliance |
Penal
Section |
Person
Liable |
Amount
of Penalty/ Punishment |
Imprisonment |
|
7(1)
|
Appointment
of designated partners |
10(1) |
LLP &
Partners |
Minimum Rs.
10,000
Maximum Rs. 5 lakh |
No
|
|
7(4) |
Filing of
consent of designated partners |
10(2) |
LLP &
Partners |
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No
|
|
7(5) |
Satisfaction of conditions and requirements by designated partners
|
10(2) |
LLP &
Partners |
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No
|
|
8 |
Compliance
of provisions by designated partners including filing of documents
|
10(2) |
LLP &
Partners |
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No
|
|
9
|
Appointment
of designated partner within 30 days of vacancy |
10(2) |
LLP &
Partners |
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No |
|
11(1) (c) |
False or
untrue statement while incorporating LLP
|
11(3) |
Concerned Person
|
Minimum Rs.
10,000
Maximum Rs. 5 lakh |
Up to 2
years |
|
13(3) |
Contravention of section 13 relating to registered office or change
therein |
13(4)
|
LLP &
Partners |
Minimum Rs.
2,000
Maximum Rs. 25,000 |
No
|
|
17(1) |
Failure to comply with Government’s
directions u/s 17(1) to rectify any undesirable name |
17(2)
|
LLP
Designated Partner |
Minimum Rs.
10,000
Maximum Rs. 5 lakh
Minimum Rs. 10,000
Maximum Rs.1 lakh |
No |
|
20 |
Carrying business under LLP without
registering as LLP |
20 |
Any person
|
Minimum Rs.
50,000
Maximum Rs. 5 lakh |
No |
|
21(1) |
Non publication of name, address and limited liability on invoices, official correspondence etc
|
21(2)
|
LLP |
Minimum Rs.
2,000
Maximum Rs. 25,000 |
No
|
|
25(2) |
Non filing particulars of changes in
partnership of LLP within 30 days |
25(4) |
LLP &
Designated Partners |
Minimum Rs.
2,000
Maximum Rs. 25,000 |
No
|
|
25(1)
|
Non intimation by partner about change
of particulars of name, address etc within 15 days of change |
25(5) |
Concerned
partner |
Minimum Rs.
2,000
Maximum Rs. 25,000 |
No
|
|
30(1) |
Carrying business with fraudulent
intention/purpose |
30(2) |
Every
person
party to such acts |
Minimum Rs.
50,000
Maximum Rs. 5 lakh |
Up to 2
years |
|
30 |
Conducting affairs of LLP in
fraudulent manner
|
30(3) |
LLP
Designated
partner, Partners,
Employee |
Compensation to be paid to persons suffering loss |
No
|
|
34(1) to
34(5) |
Maintenance of proper books of
account, filing annual statement of LLP account, audit of accounts |
34(4)
|
LLP
Designated partner
|
Minimum Rs.
25,000
Maximum Rs. 5 lakh
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No
No
|
|
|
|
|
|
|
|
|
35(1) |
Filing of annual return within 60 days |
35(2)
|
LLP
|
Minimum Rs.
25,000
Maximum Rs. 5 lakh |
No |
|
35(1) |
Filing of annual return within 60 days
|
35(3) |
Designated
partners |
Minimum Rs.
10,000
Maximum Rs. 1 lakh |
No
|
|
37 |
False statement in any returns
statement or documents (save as otherwise expressly provided) |
37
|
Concerned
person |
Minimum Rs.
1 lakh
Maximum Rs. 5 lakh |
Up to 2
years |
|
38(1),(2) |
Failure
without excuse to comply with summons or requisition by Registrar |
38(3) |
Concerned
person
|
Minimum Rs.
2,000
Maximum Rs. 25,000 |
No |
|
47 |
Failure to produce evidence or
documents or information or failure to appear before inspector
without reasonable cause |
47(5)
|
Any person
|
Minimum Rs.
2,000
Maximum Rs. 25,000
Further fine of upto
Rs. 500 but not less than Rs. 50 per day of continuing default
|
No
|
|
49 |
Guilty of offence arising out of
investigation report |
50
|
Any person |
Liable for
prosecution |
No
|
|
60(3) |
Filing of Tribunal’s order by LLP with
Registrar within 30 days in case of compromise of
arrangement |
60(4)
|
LLP
Designated Partner |
Minimum not
specified
Maximum Rs. 1 lakh |
No |
|
62(3) |
Filing of certified copy of Tribunal
order in reconstruction/ amalgamation of LLP within 30 days
before Registrar |
62(4) |
LLP
Designated Partner |
Minimum not
specified
Maximum Rs. 50,000 |
No
|
|
|
Non compliance of any order passed by
Tribunal |
73
|
Any person |
Upto a
minimum of Rs. 50,000 |
Yes
up to 6 months |
|
|
Any offence
for which no punishment is expressly provided |
74
|
Any person |
Minimum Rs.
5000
Maximum Rs. 5 lakh
Further find up to Rs. 50
per day of continuing
default |
No
|
|
Para
17(1) II Schedule |
Notice of
conversion in correspondence for 12 months |
Para
17(2) II Schedule |
LLP |
Minimum Rs.
10,000
Maximum Rs. 1 lakh
Further fine up to Rs. 500
but not less than Rs. 50
per day of continuing default |
No
|
|
Para
15(1) III Schedule |
Notice of
conversion in correspondence for 12 months |
Para
15(2) III Schedule |
LLP
|
Minimum Rs.
10,000
Maximum Rs. 1 lakh
Further fine up to Rs. 500 but not less than Rs. 50 per day of
continuing
default |
No
|
|
Para
16(1) IV Schedule |
Notice of
correspondence for 12 months |
Para
16(2) IV Schedule |
LLP
|
Minimum Rs.
10,000
Maximum Rs. 1 lakh
Further fine up to Rs. 500
but not less than Rs. 50
per day of continuing
default |
No
|
Notes
-
In terms of section 70, in case of second
and subsequent, offence the person will be punishable with imprisonment
provided and in cases where fine is prescribed, it will be twice the
amount of fine for such offence.
-
Under section 39, an offence which is
punishable with fine only may be compounded. Compounding fee may extend
to the maximum amount of fine prescribed.
-
Under section 76, where offence is
committed by an LLP and it is proved that it was committed with the
consent or connivance of a partner or a designated partner or is
attributable to gross neglect of a partner or a designated partner, then
the LLP as well such partner or designated shall be guilty and
punishable.
|
