## Report on The Limited Liability Partnership Amendment Act, 2021
**1. Executive Summary:**
This report analyzes the Limited Liability Partnership Amendment Act, 2021 (hereinafter referred to as "the Amendment Act"), based on the provided government policy text. The Amendment Act modifies the Limited Liability Partnership Act, 2008, with the core purpose of enhancing the regulatory framework for Limited Liability Partnerships (LLPs) in India. Key findings include alterations to penalty structures, definitions, compounding of offences, and the introduction of specialized courts and adjudicating officers. These amendments aim to improve compliance, facilitate ease of doing business, and strengthen enforcement mechanisms.
**2. Introduction:**
This report provides an informative overview of the Limited Liability Partnership Amendment Act, 2021, as enacted by the Parliament of India. The analysis is strictly based on the provided policy text and focuses on the key changes introduced by the amendment. The purpose of this report is to inform stakeholders, particularly those in the affected industry, about the nature and impact of these changes.
**3. Policy Overview:**
This Act amends the Limited Liability Partnership Act, 2008. The core objective of the Amendment Act, as inferred from the text, is to enhance the regulatory and enforcement mechanisms governing Limited Liability Partnerships, possibly to promote greater compliance and streamline operations within the LLP framework, although the exact reason is not specified.
**4. Background and Rationale:**
The provided text suggests that the amendment addresses issues within the original Limited Liability Partnership Act, 2008. The specific changes, such as alterations to penalty amounts, the introduction of the concept of 'small limited liability partnership', changes relating to name rectification, provisions for compounding of offences and introduction of special courts, indicate a desire to improve compliance by LLPs. The Amendment Act also introduces mechanisms for faster resolution of offenses. The introduction of the ‘small limited liability partnership’ concept might aim to ease compliance for smaller LLPs.
**5. Key Provisions / Changes:**
The Amendment Act introduces several key changes to the Limited Liability Partnership Act, 2008. These include:
* **Substitution of 'Companies Act, 1956' with 'Companies Act, 2013':** The text notes that references to the "Companies Act, 1956" throughout the principal Act are replaced with references to the "Companies Act, 2013". The effect of this change is to align the LLP Act with the updated corporate law framework.
* **Definition of ‘Small Limited Liability Partnership’:** A new clause defining a "small limited liability partnership" is inserted. This definition includes criteria based on contribution (not exceeding twenty-five lakh rupees, or a prescribed higher amount not exceeding five crore rupees) and turnover (not exceeding forty lakh rupees, or a prescribed higher amount not exceeding fifty crore rupees). Furthermore, the amendment includes additional requirements and conditions as may be prescribed. This could potentially result in differentiated regulatory requirements for smaller LLPs.
* **Changes in Defaulting Partner's Residency Period:** The number of days a partner needs to reside in India is reduced from eighty-two days during the immediately preceding one year to twenty days during the financial year. The effect of this change is likely to provide more flexibility for partners in meeting residency requirements.
* **Penalty Revisions:** The amendment alters penalty amounts for various violations. For example, the penalty for not filing a statement within the stipulated time is changed to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every partner of such limited liability partnership. This change standardizes and, in some cases, reduces penalties, but it can also increase penalties significantly when contravention is continuous.
* **Name Rectification:** Section 17 is substituted to address situations where an LLP is registered with a name that is identical or too similar to an existing LLP, company, or registered trademark. The Central Government can now direct the LLP to change its name within three months. There is also provision to apply to the Central Government to change the name, if the name is identical to an existing registered trade mark, within three years of incorporation. A new name will be allotted to the LLP by the Central Government if it defaults on the existing direction. The effect of this change is to strengthen the protection of existing business names and trademarks.
* **Compounding of Offences:** Section 39 is substituted to provide for the compounding of offences punishable with fine only. The Regional Director or any other officer not below the rank of Regional Director authorised by the Central Government may compound any offence. This addition aims to provide a faster and more efficient method for resolving minor violations.
* **Establishment of Special Courts:** New sections (67A, 67B, and 67C) are inserted to establish Special Courts for speedy trials of offenses under the Act. This change is intended to expedite the judicial process for offenses related to LLPs.
* **Introduction of Adjudicating Officers:** Section 76A is inserted to provide for the appointment of adjudicating officers for adjudging penalties under the Act. This change decentralizes the adjudication process.
* **Accounting and Auditing Standards:** Section 34A is added, which empowers the Central Government, in consultation with the National Financial Reporting Authority, to prescribe accounting and auditing standards for a class or classes of limited liability partnerships.
**6. Target Audience and Stakeholders:**
Based on the provided text, the primary target audience and stakeholders affected by these changes include:
* Limited Liability Partnerships (LLPs) operating in India.
* Partners and designated partners of LLPs.
* The Central Government and its relevant departments (e.g., Ministry of Law and Justice).
* Regional Directors and Registrars of Companies.
* The Institute of Chartered Accountants of India.
* The National Financial Reporting Authority
* The courts.
**7. Implementation Aspects (Inferred):**
* **Responsible Agency/Bodies:** The Central Government, specifically the Ministry of Law and Justice and associated bodies like the Regional Directors and Registrars, is responsible for implementing and overseeing these amendments. The National Financial Reporting Authority and the Institute of Chartered Accountants of India will play a role in setting accounting and auditing standards.
* **Timelines and Procedures:** The Act specifies timelines for certain actions, such as the period within which an LLP must change its name (three months) following a direction from the Central Government and giving notice to the Registrar (fifteen days). It provides for the Regional Director to fix timelines relating to compliance with the Act.
* **Changes:** Adjudicating officers may provide a grace period of 30 days for default rectification under Section 34 and Section 35.
**8. Expected Outcomes / Impact of Changes:**
The likely intended outcomes of these changes are:
* Enhanced compliance with the Limited Liability Partnership Act, 2008.
* More efficient enforcement of regulations through compounding of offences and specialized courts.
* Greater flexibility for smaller LLPs with the introduction of the "small limited liability partnership" category.
* Strengthened protection of business names and trademarks, leading to a more transparent and orderly business environment.
* Reduced burden on judicial system by way of the introduction of compounding officers.
**9. Conclusion:**
The Limited Liability Partnership Amendment Act, 2021, represents a significant update to the regulatory framework governing LLPs in India. The amendments, as detailed in the provided text, aim to promote compliance, streamline operations, and strengthen enforcement mechanisms. These changes are likely to have a notable impact on LLPs and related stakeholders, and a thorough understanding of these provisions is essential for ensuring compliance and leveraging the benefits of the updated regulatory landscape.
Key Entities Referenced
Ministry of Law and Justice: The government ministry responsible for the Legislative Department.
Parliament: The legislative body that enacted the Limited Liability Partnership Amendment Act, 2021.
President: The head of state who gave assent to the Limited Liability Partnership Amendment Act, 2021.
Limited Liability Partnership Amendment Act, 2021: The Act being analyzed, which amends the Limited Liability Partnership Act, 2008.
Limited Liability Partnership Act, 2008: The principal Act that is being amended by the Limited Liability Partnership Amendment Act, 2021.
Central Government: The governing body responsible for appointing dates for the Limited Liability Partnership Amendment Act, 2021 to come into force and other functions.
Official Gazette: The official publication in which the Central Government publishes notifications.
Companies Act, 2013: An Act that is referenced and to which the Limited Liability Partnership Act, 2008 is related
Regional Director: A person appointed by the Central Government for the purposes of the Limited Liability Partnership Act or the Companies Act, 2013.
Registrar: A person appointed by the Central Government for the purpose of registration of limited liability partnerships and discharge of various functions under this Act
Trade Marks Act, 1999: An Act related to registered trademarks and their resemblance to limited liability partnership names.
National Financial Accounting Reporting Authority: Authority constituted under section 132 of the Companies Act, 2013, for consultation on accounting and auditing standards.
Institute of Chartered Accountants of India: The recommending body for accounting and auditing standards.
Code of Criminal Procedure, 1973: The procedural law governing criminal trials, relevant to compounding of offenses.
Special Courts: Courts established or designated by the Central Government for speedy trial of offenses under this Act.
High Court: The court which exercises powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a High Court
Tribunal: A body whose order may be appealed to the Appellate Tribunal
Appellate Tribunal: A body to which appeal against the order of Tribunal can be made
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MINISTRY OF LAW AND JUSTICE
(Legislative Department)
New Delhi, the 13th August, 2021/ Sravana 22, 1943 (Saka)
The following Act of Parliament received the assent of the President on the
13th August, 2021, and is hereby published for general information:—
THE LIMITED LIABILITY PARTNERSHIP (AMENDMENT)
ACT, 2021
NO. 31 OF 2021
[13th August, 2021.]
An Act to amend the Limited Liability Partnership Act, 2008.
BE it enacted by Parliament in the Seventy-second Year of the Republic of India as
follows:—
1. (1) This Act may be called the Limited Liability Partnership (Amendment) Act, 2021. Short title and
commencement.
(2) It shall come into force on such date as the Central Government may, by notification
in the Official Gazette, appoint and different dates may be appointed for different provisions
of this Act and any reference in any such provision to the commencement of this Act shall be
construed as a reference to the coming into force of that provision.
6 of 2009. 2. Throughout the Limited Liability Partnership Act, 2008 (hereinafter referred to as the Substitution of
1 of 1956. principal Act), for the words and figures “the Companies Act, 1956” wherever they occur, the reference of
certain expressions
18 of 2013. words and figures “the Companies Act, 2013” shall be substituted.
by certain other
expressions.2 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—
Amendment 3. In section 2 of the principal Act, in sub-section (1),—
of section 2.
(a) in clause (c), for the words, brackets, figures and letters “sub-section (1) of
section 10FR”, the word and figures “section 410” shall be substituted;
(b) in clause (d), for the word and figure “section 3”, occurring at both the
places, the words, brackets and figures “clause (20) of section 2” shall be
substituted;
(c) in clause (e), for the words “and occupation”, the words “and occupation
except any activity which the Central Government may, by notification, exclude” shall
be substituted;
(d) after clause (r) , the following clause shall be inserted, namely:—
‘(ra) “Regional Director” means a person appointed as such by the Central
Government for the purposes of this Act or the Companies Act, 2013, as the case 18 of 2013.
may be;’;
(e) for clause (s), the following clause shall be substituted, namely:—
‘(s) “Registrar” means a person appointed by the Central Government as
Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an
Assistant Registrar, for the purposes of this Act or the Companies Act, 2013, as 18 of 2013.
the case may be;’;
(f) after clause (t), the following clause shall be inserted, namely:—
‘(ta) “small limited liability partnership” means a limited liability
partnership—
(i) the contribution of which, does not exceed twenty-five lakh rupees
or such higher amount, not exceeding five crore rupees, as may be
prescribed; and
(ii) the turnover of which, as per the Statement of Accounts and
Solvency for the immediately preceding financial year, does not exceed
forty lakh rupees or such higher amount, not exceeding fifty crore rupees,
as may be prescribed; or
(iii) which meets such other requirements as may be prescribed,
and fulfils such terms and conditions as may be prescribed;’;
(g) in clause (u), for the words, brackets, figures and letters “sub-section (1) of
section 10FB”, the word and figures “section 408” shall be substituted.
Amendment 4. In section 7 of the principal Act,—
of section 7.
(a) in sub-section (1), in the Explanation, for the words “eighty-two days during
the immediately preceding one year”, the words “twenty days during the financial
year” shall be substituted;
(b) in sub-section (6), for the words, figures and letters “sections 266A to 266G”,
the words and figures “sections 153 to 159” shall be substituted.
Amendment 5. In section 10 of the principal Act,—
of section 10.
(a) in the marginal heading, the figure “8” shall be omitted;SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 3
(b) in sub-section (1), for the words “punishable with fine which shall not be
less than ten thousand rupees, but which may extend to five lakh rupees”, the following
shall be substituted, namely:—
“liable to a penalty of ten thousand rupees and in case of continuing
contravention, with a further penalty of one hundred rupees for each day after
the first during which such contravention continues, subject to a maximum of
one lakh rupees for the limited liability partnership and fifty thousand rupees for
every partner of such limited liability partnership.”;
(c) for sub-section (2), the following sub-sections shall be substituted, namely:—
“(2) If the limited liability partnership contravenes the provision of
sub-section (4) of section 7, such limited liability partnership and its every
designated partner shall be liable to a penalty of five thousand rupees and in
case of continuing contravention, with a further penalty of one hundred rupees
for each day after the first during which such contravention continues, subject
to a maximum of fifty thousand rupees for the limited liability partnership and
twenty-five thousand rupees for its every designated partner.
(3) If the limited liability partnership contravenes the provisions of
sub-section (5) of section 7 or section 9, such limited liability partnership and its
every partner shall be liable to a penalty of ten thousand rupees, and in case of
continuing contravention, with a further penalty of one hundred rupees for each
day after the first during which such contravention continues, subject to a
maximum of one lakh rupees for the limited liability partnership and fifty thousand
rupees for its every partner.”.
6. In section 13 of the principal Act, for sub-section (4), the following sub-section shall Amendment
be substituted, namely:— of section 13.
“(4) If any default is made in complying with the requirements of this section,
the limited liability partnership and its every partner shall be liable to a penalty of five
hundred rupees for each day during which the default continues, subject to a maximum
of fifty thousand rupees for the limited liability partnership and its every partner.”.
7. In section 15 of the principal Act, in sub-section (2), for clause (b), the following Amendment
shall be substituted, namely:— of section 15.
“(b) identical or too nearly resembles to that of any other limited liability
partnership or a company or a registered trade mark of any other person under the
47 of 1999. Trade Marks Act, 1999.”.
8. For section 17 of the principal Act, the following section shall be substituted, namely:— Substituion of
new section for
section 17.
“17. (1) Notwithstanding anything contained in sections 15 and 16, if through Rectification
inadvertence or otherwise, a limited liability partnership, on its first registration or on of name of
limited
its registration by a new name, is registered by a name which is identical with or too
liability
nearly resembles to—
partnership.
(a) that of any other limited liability partnership or a company; or
(b) a registered trade mark of a proprietor under the Trade Marks
47 of 1999. Act, 1999,
as is likely to be mistaken for it, then on an application of such limited liability partnership
or proprietor referred to in clauses (a) and (b) respectively or a company, the Central
Government may direct that such limited liability partnership to change its name or
new name within a period of three months from the date of issue of such direction:4 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—
Provided that an application of the proprietor of the registered trade marks shall
be maintainable within a period of three years from the date of incorporation or
registration or change of name of the limited liability partnership under this Act.
(2) Where a limited liability partnership changes its name or obtains a new name
under sub-section (1), it shall within a period of fifteen days from the date of such
change, give notice of the change to Registrar along with the order of the Central
Government, who shall carry out necessary changes in the certificate of incorporation
and within thirty days of such change in the certificate of incorporation, such limited
liability partnership shall change its name in the limited liability partnership agreement.
(3) If the limited liability partnership is in default in complying with any direction
given under sub-section (1), the Central Government shall allot a new name to the
limited liability partnership in such manner as may be prescribed and the Registrar
shall enter the new name in the register of limited liability partnerships in place of the
old name and issue a fresh certificate of incorporation with new name, which the
limited liability partnership shall use thereafter:
Provided that nothing contained in this sub-section shall prevent a limited liability
partnership from subsequently changing its name in accordance with the provisions
of section 16.”.
Omission of 9. Section 18 of the principal Act shall be omitted.
section 18.
Amendment 10. In section 21 of the principal Act, for sub-section (2), the following sub-section
of section 21. shall be substituted, namely:—
“(2) If the limited liability partnership contravenes the provisions of this section,
the limited liability partnership shall be liable to a penalty of ten thousand rupees.”.
Amendment 11. In section 25 of the principal Act, for sub-sections (4) and (5), the following
of section 25. sub-sections shall be substituted, namely:—
“(4) If the limited liability partnership contravenes the provisions of
sub-section (2), the limited liability partnership and its every designated partner shall
be liable to a penalty of ten thousand rupees.
(5) If the contravention referred to in sub-section (1) is made by any partner of
the limited liability partnership, such partner shall be liable to a penalty of ten thousand
rupees.”.
Amendment 12. In section 30 of the principal Act, in sub-section (2), for the words “two years”, the
of section 30. words “five years” shall be substituted.
Amendment 13. In section 34 of the principal Act, for sub-section (5), the following sub-sections
of section 34. shall be substituted, namely:—
“(5) Any limited liability partnership which fails to comply with the provisions
of sub-section (3), such limited liability partnership and its designated partners shall
be liable to a penalty of one hundred rupees for each day during which such failure
continues, subject to a maximum of one lakh rupees for the limited liability partnership
and fifty thousand rupees for every designated partner.
(6) Any limited liability partnership which fails to comply with the provisions of
sub-section (1), sub-section (2) and sub-section (4), such limited liability partnership
shall be punishable with fine which shall not be less than twenty-five thousand rupees,
but may extend to five lakh rupees and every designated partner of such limited
liability partnership shall be punishable with fine which shall not be less than ten
thousand rupees, but may extend to one lakh rupees.”.SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 5
14. After section 34 of the principal Act, the following section shall be inserted, Insertion of
namely:— new section
34A.
“34A. The Central Government may, in consultation with the National Financial Accounting
18 of 2013. Reporting Authority constituted under section 132 of the Companies Act, 2013,— and auditing
standards.
(a) prescribe the standards of accounting; and
(b) prescribe the standards of auditing,
as recommended by the Institute of Chartered Accountants of India constituted under
38 of 1949. section 3 of the Chartered Accountants Act, 1949, for a class or classes of limited
liability partnerships.”.
15. In section 35 of the principal Act, for sub-sections (2) and (3), the following Amendment
sub-section shall be substituted, namely:— of section 35.
“(2) If any limited liability partnership fails to file its annual return under
sub-section (1) before the expiry of the period specified therein, such limited liability
partnership and its designated partners shall be liable to a penalty of one hundred
rupees for each day during which such failure continues, subject to a maximum of one
lakh rupees for the limited liability partnership and fifty thousand rupees for designated
partners.”.
16. For section 39 of the principal Act, the following section shall be substituted, Substitution of
namely:— new section
for section 39.
“39. (1) Notwithstanding anything contained in the Code of Criminal Compounding
2 of 1974. Procedure, 1973, the Regional Director or any other officer not below the rank of of offences.
Regional Director authorised by the Central Government may compound any offence
under this Act which is punishable with fine only, by collecting from a person reasonably
suspected of having committed the offence, a sum which may extend to the amount of
the maximum fine provided for the offence but shall not be lower than the minimum
amount provided for the offence.
(2) Nothing contained in sub-section (1) shall apply to an offence committed by
a limited liability partnership or its partner or its designated partner within a period of
three years from the date on which similar offence committed by it or him was
compounded under this section.
Explanation.—For the removal of doubts, it is hereby clarified that any second
or subsequent offence committed after the expiry of the period of three years from the
date on which the offence was previously compounded, shall be deemed to be the first
offence.
(3) Every application for the compounding of an offence shall be made to the
Registrar who shall forward the same, together with his comments thereon, to the
Regional Director or any other officer not below the rank of Regional Director authorised
by the Central Government, as the case may be.
(4) Where any offence is compounded under this section, whether before or
after the institution of any prosecution, intimation thereof shall be given to the Registrar
within a period of seven days from the date on which the offence is so compounded.
(5) Where any offence is compounded before the institution of any prosecution,
no prosecution shall be instituted in relation to such offence.
(6) Where the compounding of any offence is made after the institution of any
prosecution, such compounding shall be brought by the Registrar in writing, to the
notice of the court in which prosecution is pending and on such notice of the
compounding of the offence being given, the offender in relation to which the offence
is so compounded shall be discharged.6 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—
(7) The Regional Director or any other officer not below the rank of Regional
Director authorised by the Central Government, while dealing with the proposal for
compounding of an offence may, by an order, direct any partner, designated partner or
other employee of the limited liability partnership to file or register, or on payment of
fee or additional fee as required to be paid under this Act, such return, account or other
document within such time as may be specified in the order.
(8) Notwithstanding anything contained in this section, if any partner or
designated partner or other employee of the limited liability partnership who fails to
comply with any order made by the Regional Director or any other officer not
below the rank of Regional Director authorised by the Central Government, under
sub-section (7), the maximum amount of fine for the offence, which was under
consideration of Regional Director or such authorised officer for compounding under
this section shall be twice the amount provided in the corresponding section in which
punishment for such offence is provided.”.
Amendment 17. In section 60 of the principal Act, for sub-section (4), the following sub-section
of section 60. shall be substituted, namely:—
“(4) If default is made in complying with the provisions of sub-section (3), the
limited liability partnership and its every designated partner shall be liable to a penalty
of ten thousand rupees, and in case of continuing default, with a further penalty of one
hundred rupees for each day after the first during which such default continues,
subject to a maximum of one lakh rupees for limited liability partnership and fifty
thousand rupees for every designated partner.”.
Amendment 18. In section 62 of the principal Act, for sub-section (4) and Explanation occurring
of section 62. after sub-section (4), the following sub-section and Explanation shall be substituted,
namely:—
‘(4) If default is made in complying with the provisions of sub-section (3), the
limited liability partnership and its every designated partner shall be liable to a penalty
of ten thousand rupees, and in case of the continuing default, with a further penalty of
one hundred rupees for each day, after the first during which such default continues,
subject to a maximum of one lakh rupees for limited liability partnership and
fifty thousand rupees for every designated partner.
Explanation.—For the purposes of this section,—
(i) “property” includes property, rights and powers of every description
and “liabilities” includes duties of every description;
(ii) a “limited liability partnership” shall not be amalgamated with a
company.’.
Insertion of 19. After section 67 of the principal Act, the following sections shall be inserted,
new sections namely:—
67A, 67B and
67C.
Establishment “67A. (1) The Central Government may, for the purpose of providing speedy trial
of Special of offences under this Act, by notification, establish or designate as many Special
Courts.
Courts as may be necessary for such area or areas, as may be specified in the notification.
(2) The Special Court shall consist of—
(a) a single Judge holding office as Sessions Judge or Additional Sessions
Judge, in case of offences punishable under this Act with imprisonment of three
years or more; and
(b) a Metropolitan Magistrate or a Judicial Magistrate of the first class, in
the case of other offences,SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 7
who shall be appointed by the Central Government with the concurrence of the Chief
Justice of the High Court:
Provided that until Special Courts are designated or established under
sub-section (1), the Courts designated as Special Courts in terms of section 435 of the
18 of 2013. Companies Act, 2013 shall be deemed to be Special Courts for the purpose of trial of
offences punishable under this Act:
Provided further that notwithstanding anything contained in the Code of Criminal
2 of 1974. Procedure, 1973, any offence committed under this Act, which is triable by a Special
18 of 2013. Court shall, until a Special Court is established under this Act or the Companies
Act, 2013, be tried by a Court of Sessions or the Court of Metropolitan Magistrate or a Judicial
Magistrate of the first class, as the case may be, exercising jurisdiction over the area.
67B. (1) Notwithstanding anything contained in the Code of Criminal Procedure and
2 of 1974. Procedure, 1973, all offences specified under sub-section (1) of section 67A shall be powers of
triable only by the Special Court established or designated for the area in which the Special Court.
registered office of the limited liability partnership is situated in relation to which the
offence is committed or where there are more than one Special Courts for such area, by
such one of them as may be specified in this behalf by the High Court concerned.
(2) While trying an offence under this Act, a Special Court may also try an
offence other than an offence under this Act with which the accused may, under the
2 of 1974. Code of Criminal Procedure, 1973 be charged at the same trial.
(3) Notwithstanding anything contained in the Code of Criminal Procedure, 1973,
2 of 1974. the Special Court may, if it thinks fit, try in a summary way any offence under this Act
which is punishable with imprisonment for a term not exceeding three years:
Provided that in the case of any conviction in a summary trial, no sentence of
imprisonment for a term exceeding one year shall be passed:
Provided further that, when at the commencement of or in the course of a summary
trial, it appears to the Special Court that the nature of the case is such that the sentence
of imprisonment for a term exceeding one year may have to be passed or that it is, for
any other reason, undesirable to try the case summarily, the Special Court shall, after
hearing the parties, record an order to that effect and thereafter recall any witnesses
who may have been examined and proceed to hear or re-hear the case in accordance
with the procedure for the regular trial.
67C. The High Court may exercise, so far as may be applicable, all the powers Appeal and
2 of 1974. conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a revision.
High Court, as if a Special Court within the local limits of the jurisdiction of the High
Court were a Court of Sessions trying cases within the local limits of the jurisdiction of
the High Court.”.
20. After section 68 of the principal Act, the following section shall be inserted, namely:— Insertion of
new section
68A.
“68A. (1) For the purpose of exercising such powers and discharging such Registration
functions as are conferred on the Central Government by or under this Act or under offices.
rules made thereunder and for the purpose of registration of limited liability partnerships
under this Act, the Central Government shall, by notification, establish such number of
registration offices at such places as it thinks fit, specifying their jurisdiction.
(2) The Central Government may appoint such Registrars, Additional Registrars,
Joint Registrars, Deputy Registrars and Assistant Registrars as it considers necessary,
for the registration of limited liability partnerships and discharge of various functions
under this Act.8 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—
(3) The powers and duties of the Registrars referred to in sub-section (2) and the
terms and conditions of their service shall be such as may be prescribed.
(4) The Central Government may direct the Registrar to prepare a seal or seals for
the authentication of documents required for, or connected with the registration of
limited liability partnerships.”.
Substitution of 21. For section 69 of the principal Act, the following section shall be substituted,
new section namely:—
for section 69.
Payment of “69. Any document or return required to be registered or filed under this Act
additional fee. with Registrar, if, is not registered or filed in time provided therein, may be registered or
filed after that time, on payment of such additional fee as may be prescribed in addition
to any fee as is payable for filing of such document or return:
Provided that such document or return shall be filed after the due date of filing,
without prejudice to any other action or liability under this Act:
Provided further that a different fee or additional fee may be prescribed for
different classes of limited liability partnerships or for different documents or returns
required to be filed under this Act or rules made thereunder.”.
Amendment 22. In section 72 of the principal Act, for sub-section (2), the following sub-sections
of section 72. shall be substituted, namely:—
“(2) Any person aggrieved by an order of Tribunal may prefer an appeal to the
Appellate Tribunal:
Provided that no appeal shall lie to the Appellate Tribunal from an order made by
the Tribunal with the consent of parties.
(3) Every appeal preferred under sub-section (2) shall be filed within a period of
sixty days from the date on which the copy of the order of the Tribunal is made
available to the person aggrieved and shall be in such form, and accompanied by such
fees, as may be prescribed:
Provided that the Appellate Tribunal may entertain an appeal after the expiry of
the said period of sixty days, but within a further period of not exceeding sixty days, if
it is satisfied that the appellant was prevented by sufficient cause from filing the
appeal within the period so specified.
(4) On the receipt of an appeal under sub-section (2), the Appellate Tribunal
shall, after giving the parties to the appeal an opportunity of being heard, pass such
orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed
against.
(5) The Appellate Tribunal shall send a copy of every order made by it to the
Tribunal and the parties to the appeal.”.
Omission of 23. Section 73 of the principal Act shall be omitted.
section 73.
Substitution of 24. For section 74 of the principal Act, the following section shall be substituted,
new section namely:—
for section 74.
General “74. If a limited liability partnership or any partner or any designated partner or
penalties. any other person contravenes any of the provisions of this Act or the rules made
thereunder, or any condition, limitation or restriction subject to which any approval,
sanction, consent, confirmation, recognition, direction or exemption in relation to any
matter has been accorded, given or granted, and for which no penalty or punishment
is provided elsewhere in this Act, the limited liability partnership or any partner or any
designated partner or any other person, who is in the default, shall be liable to aSEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 9
penalty of five thousand rupees and in case of a continuing contravention with a
further penalty of one hundred rupees for each day after the first during which such
contravention continues, subject to a maximum of one lakh rupees.”.
25. After section 76 of the principal Act, the following section shall be inserted, Insertion of
namely:— new section
76A.
“76A. (1) For the purposes of adjudging penalties under this Act, the Central Adjudication
Government may, by an order published in the Official Gazette, appoint as many officers of penalties.
of the Central Government, not below the rank of Registrar, as adjudicating officers in
such manner as may be prescribed.
(2) The Central Government shall, while appointing adjudicating officers, specify
their jurisdiction in the order under sub-section (1).
(3) The adjudicating officer may, by an order—
(a) impose the penalty on the limited liability partnership or its partners or
designated partners or any other person, as the case may be, stating therein any
non-compliance or default under the relevant provisions of this Act:
Provided that in case default relates to non-compliance of sub-section (3)
of section 34 or sub-section (1) of section 35 and such default has been rectified
either prior to or within thirty days of the issue of the notice by the adjudicating
officer, no penalty shall be imposed in this regard and proceedings under this
section in respect of such default shall be deemed to be concluded:
Provided further that notwithstanding anything contained in this Act, if
penalty is payable for non-compliance of any of the provisions of this Act by a
small limited liability partnership or a start-up limited liability partnership or by
its partner or designated partner or any other person in respect of such limited
liability partnership, then such limited liability partnership or its partner or
designated partner or any other person, shall be liable to a penalty which shall
be one-half of the penalty specified in such provisions subject to a maximum of
one lakh rupees for limited liability partnership and fifty thousand rupees for
every partner or designated partner or any other person, as the case may be.
Explanation.—For the purposes of this proviso, the expression “start-up
limited liability partnership” means a limited liability partnership incorporated
under this Act and recognised as such in accordance with the notifications
issued by the Central Government from time to time.
(b) direct such limited liability partnership or its partner or designated
partner or any other person, as the case may be, to rectify the default, wherever
he considers fit for reasons to be recorded in writing.
(4) The adjudicating officer shall, before imposing any penalty, give an
opportunity of being heard to such limited liability partnership or its partner or
designated partner or any other person, who is in default.
(5) Any person aggrieved by an order made by the adjudicating officer under
sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.
(6) Every appeal made under sub-section (5) shall be filed within a period of
sixty days from the date on which the copy of the order made by the adjudicating
officer is received by the aggrieved person and shall be in such form, manner and
accompanied by such fees as may be prescribed:
Provided that the Regional Director may, for the reasons to be recorded in writing,
extend the period of filing an appeal, under this sub-section, by not more than thirty
days.10 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—
(7) The Regional Director may, after giving an opportunity of being heard to the
parties to the appeal, pass such order as he thinks fit, confirming, modifying or setting
aside the order appealed against.
(8) Where a limited liability partnership fails to comply with the order made
under sub-section (3) or sub-section (7), as the case may be, within a period of ninety
days from the date of receipt of the copy of the order, such limited liability partnership
shall be punishable with fine which shall not be less than twenty-five thousand rupees,
but may extend to five lakh rupees.
(9) Where a partner or designated partner of a limited liability partnership or any
other person who is in default fails to comply with an order made under sub-section (3)
or sub-section (7), as the case may be, within a period of ninety days from the date of
receipt of the copy of the order, such partner or designated partner or any other person
shall be punishable with imprisonment which may extend to six months or with fine
which shall not be less than twenty-five thousand rupees but may extend to one lakh
rupees, or with both.”.
Substitution of 26. For section 77 of the principal Act, the following sections shall be substituted,
new sections namely:—
for section 77.
Jurisdiction of “77. Subject to the provisions contained in section 67A and section 67B, on and
Courts. from the date of establishment or designation of Special Courts under this Act,—
(i) the Special Court referred to in clause (a) of sub-section (2) of
section 67A shall have jurisdiction and power to impose punishment under
section 30 of the Act; and
(ii) the criminal cases against the limited liability partnership or its partners
or designated partners or any other person in default filed under this Act and
pending before the court of Judicial Magistrate of the first class or Metropolitan
Magistrate, as the case may be, shall be transferred to the Special Court referred
to in clause (b) of sub-section (2) of section 67A.
Cognizance of 77A. No court, other than the Special Courts referred to in section 67A, shall take
offences. cognizance of any offence punishable under this Act or the rules made thereunder save
on a complaint in writing made by the Registrar or by any officer not below the rank of
Registrar duly authorised by the Central Government for this purpose.”.
Amendment 27. In section 79 of the principal Act, in sub-section (2),—
of section 79.
(i) for clause (a), the following clauses shall be substituted, namely:—
“(a) the contribution of such higher amount under sub-clauses (i) and (ii)
of clause (ta) of section 2;
(aa) the terms and conditions to be fulfilled by class or classes of limited
liability partnerships under long line to clause (ta) of section 2;
(ab) the form and manner of prior consent to be given by designated
partner under sub-section (3) of section 7;”;
(ii) after clause (k), the following clause shall be inserted, namely:—
“(ka) the manner of allotting a new name to the limited liability partnership
under sub-section (3) of section 17;”;
(iii) after clause (t), the following clause shall be inserted, namely:—
“(ta) the standards of accounting and auditing under section 34A;”;
(iv) after clause (zf), the following clauses shall be inserted, namely:—
“(zfa) the powers and duties to be discharged by the Registrars and the
terms and conditions of their service under sub-section (3) of section 68A;SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 11
(zfb) the payment of additional fee for filing of document or return and the
payment of different fee or additional fee under section 69;
(zfc) the form and fee for filing of appeal under sub-section (3) of
section 72;”;
(v) after clause (zg), the following clauses shall be inserted, namely:—
“(zga) the manner of appointing adjudicating officers for adjudging penalty
under sub-section (1) of section 76A;
(zgb) the form, manner and fee for filing an appeal against the order made
by the adjudicating officer under sub-section (6) of section 76A;”;
(vi) in clause (zl), the word “and” occurring at the end shall be omitted;
(vii) after clause (zm), the following clause shall be inserted, namely:—
“(zn) any other matter which is to be, or may be, prescribed, or in respect
of which provision is to be made by rules.”.
28. In section 80 of the principal Act, after sub-section (1), the following sub-section Amendment
shall be inserted, namely:— of section 80.
“(1A) Notwithstanding anything contained in sub-section (1), if any difficulty
arises in giving effect to the provisions of this Act as amended by the Limited Liability
Partnership (Amendment) Act, 2021, the Central Government may, by order published
in the Official Gazette, make such provisions not inconsistent with the provisions of
this Act, as may appear to it to be necessary for removing the difficulty:
Provided that no such order shall be made under this section after the expiry of
a period of three years from the date of commencement of the Limited Liability
Partnership (Amendment) Act, 2021.”.
29. Section 81 of the principal Act shall be omitted. Omission of
section 81.
————
ANOOP KUMAR MENDIRATTA,
Secretary to the Govt. of India.
UPLOADED BY THE MANAGER, GOVERNMENT OF INDIA PRESS, MINTO ROAD, NEW DELHI–110002
AND PUBLISHED BY THE CONTROLLER OF PUBLICATIONS, DELHI–110054.
MGIPMRND—715GI(S3)—13-08-2021.