Rule, 2018

Text

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EXTRAORDINARY

PUBLISHED BY AUTHORITY

No. 661] NEW DELHI, WEDNESDAY, SEPTEMBER 19, 2018/BHADRA 28, 1940

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 18th September, 2018

S.O. 896 (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. (1) These rules may be called the Limited Liability Partnership (Second Amendment) Rules,

(2) They shall come into force with effect from the 2 nd October, 2018.

2. In the Limited Liability Partnership Rules, 2009,-

(a) in rule 3, after sub-rule (2), the following shall be inserted, namely:— “(3) Form RUN-LLP (Reserve Unique Name-Limited Liability Partnership), Form FiLLiP (Form for incorporation of Limited Liability Partnership), Form 5, Form 17 and Form 18 shall be processed by the Registrar, Central Registration Centre (CRC) for and on behalf of the jurisdictional Registrar.

Explanation .— For the purposes of this sub-rule, Central Registration Centre means the office of Central Registration Centre as established under sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) by the Government of India vide notification number

S.O. 218(E),

(b) in rule 8, in the proviso, for the word and figure “Form 2”, the word and letters “Form FiLLip” shall be substitute;

(c) for rule 11, the following rule shall be substituted, namely:-` “ 11. (1) For the purposes of section 11, the incorporation document shall be filed in Form FiLLiP with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated alongwith fee as provided in Annexure ‘A’: Provided that if an individual required to be appointed as designated partner does not have a DPIN or DIN, application for allotment of DPIN shall be made in Form FiLLiP : Provided further that the application for allotment of DPIN shall not be made by more than two individuals in Form FiLLiP:

Provided also that an application for reservation of name may be made through Form FiLLiP: Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-LLP and which has been approved, he may fill the reserved name as the proposed name of limited liability partnership.

(2) (a) Where the Registrar, on examining Form FiLLiP, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After re-submission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days time to remove such defects or deficiencies:

Provided that the total period for re-submission of documents shall not exceed thirty days.

(3) The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16.”;

(d) in rule 13, -

(a) the word and figure “Form 2”the word and letters “Form FiLLiP” shall be substituted.”;

(e) in rule 18, in sub- rule (2) ,- (A) clause (viii) shall be omitted;

(B) clause (xiv) shall be omitted;

(C) for sub-rule (5) the following shall be substituted, namely:- “ 5 Every such application shall be made through the web service, RUN-LLP, available at www.mca.gov.in and be accompanied by fee as mentioned in Annexure ‘A’, which may either be approved or rejected, as the case may be, by the Registrar after allowing a re-submission of such application within fifteen days for rectification of defects.” ;

(f) for Form 1 and Form 2, the following shall be substituted, namely:-

RUN-LLP

RUN-LLP

Reserve Unique Name- LLP Service Request Number: Dated:

LLP details New Request Resubmission SRN New Incorporation / Conversion CIN

LLPIN

Pre-fill Proposed Name 1 Proposed Name 2 Comments No file chosen Once you have submitted the name reservation request it will then be checked and, if found feasible, approved by the Central Registration Centre (CRC). You will receive an email from the CRC advising the outcome of the name reservation request.

Note - All fields marked in * are to be mandatorily filled.

Part A: Incorporation document *Whether name is already approved by Registrar of Companies o Yes o No

1. Service Request Number (SRN) of RUN-LLP 2 *(a) New Incorporation / Conversion

(b) CIN

3. *Address of registered office of the LLP * Line I Line II (Form for incorporation of Limited Liability Partnership) [Pursuant to rule 8 and rule 11 and rule 18 of Limited Liability Partnership Rules, 2009] Choose File Auto Check Pre-fill *Country ISO Country code Phone Fax

4. Name of the office of Registrar in which the proposed LLP is to be registered

5. Business activities to be carried out by the LLP on incorporation (Note: In case business activities consists of banking, insurance, venture capital, mutual fund, stock exchange, asset management, architect, architecture, merchant banking, securitization and reconstruction, chit fund and non banking financial activities, a copy of the in-principle approval of the regulatory authority should be attached) 6.*Based on business activities, main division of industrial activity of the LLP as per NIC-2004 Description of main division of industrial activity 7 (a) *Total number of designated partners and partners of the LLP Having valid Not having valid Total number of Designated Partners (individual + nominees of bodies corporate) Number of individual designated partners Number of designated partners who are nominees of bodies corporate Total number of Partners (individual + body corporate) Number of individual partners Number of bodies corporate partners

(b) Particulars of individual designated partners *Whether resident of India O Yes O No *email ID In case of company seeking conversion (i)Number of shares held (ii) Paid up value of shares held (in Rs) *Form of contribution *Monetary value of contribution (in Rs.) (in words) *Number of LLP(s) in which he/ she is a partner *Number of company(s) in which he/ she is a director Middle Name Father’s middle name *Father’s surname *Place of Birth *Whether citizen of India o Yes o No *Whether resident in India o Yes o No *Area of Occupation If ‘Others’ selected, please specify *Educational Qualification * □ PAN □ Passport number *email ID Permanent Address *Line I Line II * State/ Union Territory *Pin code *ISO Country code Country *Phone (with STD/ISD code) - *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II Verify Details *ISO Country code Country *Phone (with STD/ISD code) *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof Voter's identity card number Driving license number Aadhaar Number Submit the proof of identity and proof of address under attachments. In case of company seeking conversion (i)Number of shares held (ii) Paid up value of shares held (in Rs) *Form of contribution *Monetary value of contribution (in Rs.) (in words) *Number of LLP(s) in which he/ she is a partner *Number of company(s) in which he/ she is a director (C) Particulars of bodies corporate and their nominees as designated partners I *Type of body corporate * Corporate identity number(CIN) or foreign company registration number(FCRN) or Limited liability partnership identification number(LLPIN) or Foreign limited liability partnership identification number(FLLPIN) any other registration number *Name of the body corporate Registered office address or Principal place of business in India or Principal place of business outside India *Line I Line II Country *Phone (With STD/ISD code) - Fax *email id In case of company seeking conversion (i)Number of shares held (ii) Paid up value of shares held (in Rs) *Form of contribution *Monetary value of contribution (in Rs.) (in words) *Number of LLP(s) in which he/ she is a partner *Number of company(s) in which he/ she is a director Name and particulars of the person signing on behalf of the body corporate as nominee *Whether resident of India O Yes O No *email ID *Designation & Authority in body corporate I *Type of body corporate * Corporate identity number(CIN) or foreign company registration number(FCRN) or Limited liability partnership identification number(LLPIN) or Foreign limited liability partnership identification number(FLLPIN) any other registration number *Name of the body corporate Registered office address or Principal place of business in India or Principal place of business outside India *Line I Line II Country *Phone (With STD/ISD code) - Fax *email id In case of company seeking conversion (i)Number of shares held (ii) Paid up value of shares held (in Rs) *Form of contribution *Monetary value of contribution (in Rs.) (in words) *Number of LLP(s) in which he/ she is a partner *Number of company(s) in which he/ she is a director Name and particulars of the person signing on behalf of the body corporate as nominee *First Name Middle Name Father’s middle name *Father’s surname *Place of Birth *Whether citizen of India o Yes o No *Whether resident in India o Yes o No *Area of Occupation If ‘Others’ selected, please specify *Educational Qualification * □ PAN □ Passport number *email ID Permanent Address *Line I Line II * State/ Union Territory *Pin code *ISO Country code Country *Phone (with STD/ISD code), - *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *ISO Country code, Country *Phone (with STD/ISD code *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof Voter's identity card number Driving license number Aadhaar Number Submit the proof of identity and proof of address under attachments. (d). Particulars of individual partner(s) Verify Details *O Income tax permanent account number (Income-tax PAN) or O Passport number or O DIN/ DPIN *Name of partner *Father's Name *Whether resident of India O Yes O No *Date of Birth (DD/MM/YYYY) * Permanent Residential Address * Line I Line II *Country ISO Country code *Whether present residential address is same as the permanent residential address O Yes O No *If no, present residential address:

* Line I Line II *Country ISO Country code Phone Fax Mobile In case of company seeking conversion (i)Number of shares held (ii) Paid up value of shares held (in Rs) *Form of contribution *Monetary value of contribution (in Rs.) (in words).

*Number of LLP(s) in which he/ she is a partner(m) *Number of company(s) in which he/ she is a director

(e) Particulars of bodies corporate as partner(s) *Type of body corporate * CIN or FCRN or LLPIN or FLLPIN or any other identification number *Name of body corporate *Full address of the registered office or principal place of business in India Verify Income Tax PAN/Pre -Fill Pre-fill ISO country code Phone Fax * e-mail ID In case of company seeking conversion

(i) Number of shares held (ii) Paid up value of shares held (in Rs.) *Form of contribution *Monetary value of contribution (in Rs.) (in words) Name and particulars of the person signing on behalf of the body corporate as nominee * O Income tax permanent account number (Income-tax PAN) or O Passport number or O DIN/ DPIN *Name of Nominee *Father's Name *Whether resident of India O Yes O No *Date of Birth (DD/MM/YYYY) Designation & Authority in body corporate * Permanent Residential Address * Line I Line II *Country ISO Country code *Whether present residential address is same as the permanent residential address O Yes O No *If no, present residential address:

* Line I Line II *Country ISO Country code Phone Fax Mobile * e-mail ID Verify Income Tax PAN/Pre -Fill 8.*Particulars of the proposed or approved name

9. (a) Whether the proposed name is based on a trademark registered or is subject matter of an application pending for registration under the Trade Marks Act o Yes o No (b)*If yes, furnish particulars of trade mark or application 10.*Total monetary value of contribution by partners in the LLP (in Rs.) (in figures) (in words) 11.*Whether addendum to FiLLiP is required to be filed (refer instruction kit for details) O Yes O No

12. We, the several partners whose names are subscribed below, are desirous of being formed into a LLP for carrying on a lawful business with a view to earn profit and have entered or agreed to enter into a LLP agreement in writing.

We respectively agree to contribute money or other property or other benefit or to perform services for the LLP in accordance with the LLP agreement, the particulars of which are stated against our respective names.

We hereby give our consent to become a partner/ designated partner/ nominee/ nominee & designated partner of the LLP pursuant to section 7(4) / 25(3)(c) of the Limited Liability Partnership Act, 2008. (Attach details in respect of names of partners/ nominees/ witnesses and their signatures in the below format as Subscribers' sheet attachment) Name of each partner/ designated partner/ nominee/ nominee & designated partner Designation (Designated Partner / Partner/ nominee/nominee & designated partner) Signature of partner/ designated partner/ nominee/ nominee & designated partner Name, address and profession (along with professional membership number) of witness Signatur e of witness Note: Attach the details of company(s)/ LLP(s) in which partner/ designated partner is a director/ partner, as the case may be in the below format as an attachment S.No. CIN/ LLPIN Name of Company/ LLP Attachments

1. Where the appointed partner is a body corporate, copy of resolution on the letterhead of such body Proposed or approved name Significance of abbreviated or coined word in the proposed name State the name of the vernacular language(s) if used in the proposed name and meaning thereof List of corporate to become a partner in the proposed LLP and a copy of resolution/ authorization of such body corporate also on a letterhead mentioning the name and address of an individual nominated to act as nominee/designated partner on its behalf.

2. *Proof of address of registered office of LLP.

3. *Subscribers' sheet including consent.

4. In principle approval of regulatory authority, if required.

5. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner.

6. Approval of the owner of the trademark or the applicant of such application for registration of Trademark;

7. Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;

8. Copy of approval from the competent authority in case of collaboration and connection with the foreign country or place

9. Proof of identity and address of Applicant I

10. Proof of identity and address of Applicant II

11. Copy of Board resolution of the existing company or consent of existing LLP as a proof of no objection

12. Optional attachment(s) - if any Verification:

• *To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. I further confirm that the proposed name is not undesirable, identical or too nearly resembles to that of any other partnership firm or limited liability partnership or body corporate or a registered trade mark or a trade mark which is subject of an application for registration of any other person under the Trade Marks Act, 1999. Statement by a person who subscribed his name to the incorporation document I, the designated partner of the LLP do state that

(i) I am a person named in the incorporation document as a designated partner/partner of the limited liability partnership;

(ii) the designated partner(s)/partner(s) have given their prior consent to act as designated partner(s)/partner(s);

(iii) all the requirements of the Limited Liability Partnership Act, 2008 and the rules made thereunder in respect of Designated Partner Identification Number (DPIN), registration of the LLP and matters precedent or incidental thereto have been complied with;

(iv) I make this statement conscientiously believing the same to be true. Attach Attach Remove Attachment Attach Attach Attach Attach DSC BOX Attach Attach Attach Attach Attach Attach To be digitally signed by a designated partner *DIN/DPIN/PAN of the designated partner Statement by an Advocate/ Company Secretary/ Chartered Accountant/ Cost Accountant in practice I O Son O Daughter of do state that

(i) I am o Advocate o Cost Accountant in whole time practice o Chartered Accountant in whole time practice o Company Secretary in whole time practice engaged in the formation of the limited liability partnership and my membership number or certificate of practice number with (name of regulatory body) is (certificate of practice number in case of company secretary/ membership number in all other cases)

(ii) all the requirements of the Limited Liability Partnership Act, 2008 and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto;

(iii) I make this statement conscientiously believing the same to be true *Whether associate or fellow Associate Fellow Modify Check Form Prescrutiny For office use only:

Digital signature of the Authorizing officer This e-Form is hereby approved This e-Form is hereby rejected Date of signing (DD/MM/YYYY)

(g) for Form 5, the following form shall be substituted, namely:-

DSC BOX

DSC BOX

Confirm Submission

DSC BOX

[Pursuant to rule 20(2) of Limited Liability Partnership Rules, 2009] Notice for change of name Note - All fields marked in * are to be mandatorily filled.

Identification number (LLPIN) 2.(a). Name of the Limited Liability Partnership (LLP)

(b) Address of the registered office of the LLP

(c) *e-mail ID of the company 3.*Service Request Number (SRN) of RUN-LLP

4. New name of LLP after change

5. Whether change in name is due to change in business of the LLP O Yes O No If yes, mention new/changed business of LLP If no, give other reasons for change of name

6. Whether change in name is o based on the procedure laid down in the LLP agreement o with consent of partners o based on the direction from Central Government

7. SRN of Form 3 (in case change of name is due to change in business of LLP) 8.*Date on which consent of partner(s) was taken under sub-rule(1) of rule 20 (DD/MM/YYYY) Attachments

1. Copy of the minutes of decision/resolution/ consent of partners 2.The extracts of the relevant provision of the Limited Liability Partnership Agreement, if any.

3. If change is due to a direction received from the Central Government/ Registrar, then a copy of such direction.

4.Optional attachment(s) - if any Statement o *To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete.

Attach Attach Attach Attach List of Attachments Pre-fill Pre-fill Remove Attachment O * I, being a designated partner of the LLP, am authorised to sign and submit this form. To be digitally signed by a designated partner *DIN/DPIN of the designated partner Certificate It is hereby certified that I have verified the above particulars (including attachment(s)) from the books and records of and found them to be true and correct. I further certify that all the required attachment(s) have been completely attached to this form.

* Chartered accountant in whole-time practice Cost accountant in whole-time practice Company secretary in whole-time practice *Whether associate or fellow Associate Fellow *Membership number or Certificate of practice number Modify Check Form Prescrutiny For office use only:

Digital signature of the Authorizing officer This e-Form is hereby approved This e-Form is hereby rejected Date of signing (DD/MM/YYYY) . “;

(h) for Form 16, Form 17, Form 18 and Form 19, the following forms shall be substituted, namely:-

DSC BOX

DSC BOX

DSC BOX

DSC BOX

Confirm Submission

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

Central Registration Centre

Form 16 [Refer Rule 11(3) of the Liability Partnership Rules, 2009]

CERTIFICATION OF INCORPORATION

It is hereby certified that ………………… is incorporated pursuant to section 12(1) of the Limited Liability Partnership Act 2008.

Given under my hand at Manesar this ………………. day of …………………………………. Two Thousand For and on behalf of the Jurisdictional Registrar of Companies Registrar of Companies Central Registration Centre Disclaimer: This certificate only evidences incorporation of the LLP on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the LLP can be verified on www.mca.gov.in Mailing Address as per record available in Registrar Office: [Pursuant to rule 38(1) of Limited Liability Partnership Rules, 2009] Application and statement for the conversion of a firm into Limited Liability Partnership (LLP) Note - All fields marked in * are to be mandatorily filled.

Part A: Application

1. Service Request Number of RUN-LLP

2. Name of the Limited

3. * Name of the firm Pre-fill

4. Principal address of the firm * Line I Line II *Country ISO Country code Phone Fax 5.(a)*Whether the firm is registered under the Partnership Act,1932. O Yes O No If yes, date of registration (DD/MM/YYYY) Registration No.

If no, whether the firm is registered under any other law O Yes O No If yes, the name of the Statute under which registered If yes, date of registration (DD/MM/YYYY) Registration No.

(b)*Date of agreement by which firm was formed (DD/MM/YYYY) 6.*Total number of partners in the firm 7.*Total capital contribution in the firm (in Rs.)

8. Total number of partners in the LLP 9.* Whether all the partners of firm have given their consent for conversion of the firm O Yes O No into the limited liability partnership. (attach the copy of the consent. )

10. *Whether all the partners of the limited liability partnership comprise all the O Yes O No shareholders of the company and no one else.

11. *Whether up to date Income-tax return is filed under the Income-tax Act, 1961. O Yes O No If Yes, indicate the financial year end date upto which such return has been filed

12. *Whether any proceeding by or against the company is pending in any Court O Yes O No or Tribunal or any other Authority.

If yes, particulars of such proceedings in the following manner Number of proceedings Name of Court/Tribunal/ Authority Particulars

13. *Whether any earlier application for conversion of the said firm into limited liability O Yes O No partnership was refused by the Registrar.

If yes, give SRN of earlier Form 17 and the reasons for refusal:-

(a) SRN

(b) Reasons for refusal of earlier Form 17:

14.*Whether any conviction, ruling, order, judgment of any Court, Tribunal or other O Yes O No authority in favour of or against the firm are subsisting.

If yes, details thereof in following manner:- Number of proceeding Section and the title of relevant Act Particulars Name of Court/Tribunal/ Authority 15(a). *Whether there are any secured creditors O Yes O No

(b) Whether consent of all the secured creditors for conversion of the firm into limited partnership has been obtained O Yes O No If Yes, attach the list and consent of such creditors

16. *Whether any clearance, approval or permission for conversion of the O Yes O No company into limited liability partnership is required from any body/ authority If Yes, whether the applicable approvals from the concerned body/authority or authorities have been obtained. O Yes O No

Provisions this rule answers to

Read out of the instrument itself: an enabling provision is one it says it was made under, which is the power it rests on. The rest it names without resting on.

Other instruments under the same Act

All of the The Limited Liability Partnership Act, 2008