LLP – Alteration of agreement and its Annual / event based Complainces

 LLP :

LLP is a corporate business vehicle that enables professional expertise and entrepreneurial initiative to combine and operate in flexible, innovative and efficient manner, providing benefits of limited liability while allowing its members the flexibility for organizing their internal structure as a partnership.

ALTERATION TO THE LLP AGREEMENT :

The Limited Liability Partnership (LLP) Agreement is the charter of the LLP, similar to the Memorandum of Association and Articles of Association for a private limited company.

It defines the scope and extent of the LLP’s operations as well as the rights, duties, obligations of the partners. Altering the agreement can be done passing a resolution approving the revision in the LLP Agreement.

The second step is to file Form 3 with the Registrar within 30 days of the amendment in the agreement. The Documents to be attached to the Form 3 shall include the following

• Initial LLP Agreement • Supplementary/ Altered agreement • Optional attachments if any

Change in Partner /Designated Partner :

If the change in LLP agreement is due to change in partner(s)/ designated partner(s), Form 4 is also required to be filed along with Form 3.

Documents to be attached with Form 4

Ø Consent of the partner Ø Evidence of cessation Ø Affidavit or any proof of change of name Ø If the partner or a designated partner is a company, copy of resolution of the company to become partner in LLP Ø Copy of resolution/ authorization letter mentioning name and address of individual nominated as representative nominee/ partner.

Change of name :

The procedure for the name change is governed by provisions of Section 19 of the Limited Liability Partnership Act, 2008. A Limited Liability Partnership (LLP) that is registered in India may, under certain circumstances, need to change its name. The reasons can be business-related or on account of certain directives from the Central Government (if the name of the LLP is considered undesirable or similar to an already existing LLP, the Government can ask for a name change and failure to comply with the directives could attract a penalty of up to Rs. 5 lakh for the business and up to Rs. 1 lakh for each partner)

Procedure for Changing the Name of the LLP :

An application for changing the name of the LLP should be, first, submitted to the Ministry of Corporate Affairs. The application must have maximum six name preferences. One must ensure that the preferences are in tandem with the LLP naming guidelines that have been laid out in India. To start with, it should not be identical or similar to an already existing one. You can also check out the availability of a name on the MCA portal and then finalize a name.

 Along with the LLP name change application, the partners need to submit the following documents.

1. Certified copy of consent of all partners involved for the name change;

2. Copy of the existing LLP agreement;

3. Trademark copy or a copy of the registration certificate;

After the suggested name gets approved, one has to file Form LLP-5, giving notice of the change in the name. The form has to be submitted to the Registrar within 30 days.

The ROC, after taking into consideration the application, will approve/deny the name change.

 If the name is approved, the ROC will issue a certificate and the new name will be effective from the date mentioned in the certificate.

 Once the partners get the new certificate of registration, a supplementary agreement needs to be laid out mentioning the changes in the LLP agreement as a result of the name change.

Shifting of Registered office :

Notice of change of registered office to be filed with the Registrar within 30 days from the date of the change in LLP -Form 15 prescribed under Rule 17 of the LLP Rules 2009 along with the prescribed fees.

List of documents required to attached with LLP Form 15:

1. Consent letter of all DP’s

2. Consent letter of all Secured Creditors

3. Copy of Board Resolution

4. Copy of Advertisement

5 Proof of New Registered Office Address (If Rented then Rent Agreement, Utility Bill in the name of Owner & NOC) Checklist for Shifting of Registered Office

ANNUAL COMPLIANCES OF LLP

(a) Filing of Annual Return : form 11

             Annual returns are filed in Form 11. This form is a summary of the management affairs of the LLP, such as number of partners and their names. Form 11 needs to be filed within 60 days of the closure of the Financial year. Hence this Annual Return should be filed on or before 30th May every year by the LLP.

             • In case the annual turnover of the LLP crosses Rs 5 crores or the Capital contribution from Partners exceeds more than Rs 50 Lakhs the Annual return should be accompanied by a Certificate from Practising Company Secretary.

 Filing of Statement of the Accounts or Financial Statements : form 8

 • All LLPs are required to maintain their Books of Accounts in Double Entry System. They also need to prepare a Statement of Solvency (Accounts) every year ending on 31st March. For this purpose, LLP Form 8 should be filed with the Registrar of Companies on or before 30th October every year.

 • It should be noted that LLPs whose annual turnover exceeds Rs. 40 lakh or whose contribution exceeds Rs. 25 lakh are required to get their accounts audited by a qualified Chartered Accountant mandatorily

• The penalty for non-filing of these forms with the ROC is Rs. 100 per day per form.

EVENT BASED COMPLIANCES FOR LLP