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Ministry of Corporate Affairs (“MCA”) has vide Notifications dated 11th February 2022 notified the applicability of Limited Liability (Amendment) Act, 2021 w.e.f 1st April, 2022. MCA has vide Notification dated 4th March 2022, amended the Limited Liability Partnership (Second Amendment) Rules, 2022.

Please find attached the list of major amendments to the LLP Act and the LLP Rules, as applicable to all existing Limited Liability Partnerships.


Particulars Amendments
Small LLP
[New Concept]
[Section 2(1)(ta)]
Small Limited Liability Partnership shall mean, any LLP whose:
  • Contribution does not exceed Rs. 25 Lakhs or such higher amount, not exceeding Rs.5 Crores; and
  • Turnover of the preceding Financial Year does not exceed Rs. 40 Lakhs or such higher amount not exceeding Rs. 50 Crores, as prescribed.
Change in Meaning of “Resident in India” for LLP
Change in provision]
[Section 7(1)]
A person who has stayed in India for a period of not less than 120 days such person shall be considered as resident of India for the purpose of Designated Partner.
Changes in the Name Approval Application for LLP
[Section 15(2)(b)]
The following names will not be available for registration for LLP where:
  • In the opinion of the Central Government, the name is identical; or
  • The name resembles any other LLP
  • There exists a company or registered trademark of any other person with similar name
Power of Regional Director in cases of identical names
[Section 17 substituted Section 18 omitted Rule 19A amended]
The following names will not be available for registration for LLP where:
  • An owner of registered trademark can make an application to Regional Director, within 3 years from the LLP incorporation or change of name, in cases of similarity.
  • The LLP will be provided with a 3 months’ notice for change of name.
  • The LLP will have to inform Regional Director, within 15 days for the change of its name.
  • Where the LLP fails to change its name within 3 months, the new name of the LLP shall be the combination of the following:
    • Letters ‘ORDNC’ (Order of Regional Director Not Complied)
    • Serial number
    • Year of passing direction
    • Existing LLPIN
  • The ROC shall issue a Fresh Certificate of Incorporation to the LLP in the above format.
Accounting Standards for LLP [New Concept]
[Section 34A]
  • The Central Government may, in consultation with National Financial Reporting Authority (NFRA) notify the accounting standards to be followed by LLPs
Power of Compounding and Institution of Special Courts
[New Concept]
[Section 39 and Section 67A, 67C]
  • The LLP Act has introduced the concept of compounding of offences under the Act by the Regional Director
  • The LLP Act has introduced the concept of Special Courts, for undertaking speedy trial. The procedure shall be as stated under Section 67C of the LLP Act.
  • Any appeal to the order made by the Special Court shall lie with the High Court of the respective jurisdiction.
Designated Partners for obtaining DIN
  • Up to 5 individuals can become Designated Partners without having DIN at the time of LLP Incorporation. The application for DIN will be made along with the atpplication for incorporation.
  • Form 9 shall be made available in online format for filing with incorporation.
  • Digital Signatures of all LLP Partners shall be required at the time of incorporation.
Web Based Process
[New Concept]
  • Now all filings with MCA will be undertaken only through web -based filings. No separate e-forms will be permitted.
  • Note: The process of conversion to web-based filings is currently under process on MCA website on the date of this mail].
Location Details of LLP
[New Concept]
  • In the process of LLP formation through this amendment is that now every LLP shall have to mandatorily mention Latitude and Longitude in the Address Block.
PAN and TAN Application
[New Concept]
  • LLPs will not have to apply for PAN and TAN separately, but it will be included in the process of Incorporation of a Limited Liability Partnership itself, just like it is in the case of Companies.
Statement of Account and Solvency by Resolution Professional
  • With the introduction of these rules, the Statement of Account and Solvency shall now be signed on behalf of the LLP by its an interim resolution professional or resolution professional, or liquidator or limited liability partnership administrator in case of an LLP under IBC.
Amendment in Annual Return (Form 11)/ Annual Accounts (Form 8) to be filed
  • Annual Return (Form 11): Fling a Certificate of Truthfulness and Correctness of Annual Returns of LLPs with the sales of up to INR 5 Crore or Partner’s Contribution up to INR 50 Lakhs. It will also include information pertaining to compounding of offences.
  • Annual Accounts (Form 8): Annual Accounts shall include specific reporting of Contingent Liabilities.
  • Keeping of accounts at a place other than Registered Office (Form 12): LLP will not be required to intimate to the ROC, the place of keeping its books of accounts, if the same is at a place other than the registered office.
Merging of e-Form 28 and e-Form 29
[New Concept]

e-Form 28 and e-Form 29 have been merged into e-Form 28, which shall be filed for the following:

  • Alteration in the COI (Certificate of Incorporation or Registration)
  • Alteration in Names and Addresses of any of the person authorized to accept the service on behalf of foreign LLP.
  • Alteration in the principal place of business in India of FLLP.
  • Cessation to have a place of business in India.
Amendment in the Fees for LLP Filings
[Annexure A]

The LLP Amendment Rules have amended the entire fee schedule applicable to Limited Liability Partnerships. The fees are differentiated basis the type of LLP (Small LLP, other than small LLP, Foreign LLP) and on the basis of LLP Contribution amount.