Petition Closed

Petition for removal of heavy penalty of Limited Liability Partnership

This petition had 16 supporters


1: Filing of LLP Form No. 3 is not compulsory, if no agreement is executed:

Section 23(1) of The Limited Liability Partnership (LLP) Act, 2008 mandates LLP and its partners to be governed by LLP Agreement.

Section 23(2) of the LLP Act, 2008 mandates LLP to file agreement and changes, if any, made therein to file with the ROC in a manner as may be prescribed

Section 23(4) of the LLP Act, 2008 mandates such governance of LLP Agreement as per First Schedule in case of absence of Agreement as to any matter, First Schedule covers almost all the matters of LLP.

Based upon plain reading of the Act, as per section 23(1) it seems that LLP Partnership Agreement is mandatory for LLP, however execution of the same is not mandatory as per section 23(2) as it mandates to file with ROC only when executed and changed, besides in case of absence of agreement as to any matter, section 23(4) directs to refer First Schedule for the same as such an absence can be for any or all matters.

Where as Rule 21 (1) of LLP Rules, 2009 mandates every LLP to file agreement & changes in Form No. 3 pursuant to section 23(2) of the LLP Act, 2008, here LLP Rules override the provisions of the Act, as Act mandates to file agreement only if made or executed where as Rules mandates all LLP to file same, besides Rules completely ignored provisions of section 23(4) of the LLP Act, 2008.

2: Filing of LLP Form No. 8 & 11 is not permitted due to non filing of Form No. 3:

LLP Form No. 8 is towards filing of Statement of Account and Form No. 11 is towards filing of Annual Returns, both the forms are annual forms of the LLP which made compulsory to be filed on MCA website within stipulated time as prescribed and due to its importance, filing of Form No. 8 and 11 on MCA webportal is basic right for all LLP which have been restricted by MCA due to non filing of Form No. 3.

non filing of Form No. 3 seems completely different matter altogether which should not be linked with Form 8 & 11.

3: Striking off Name of LLP is not permitted due to non filing of Form No. 3:

Striking off Name of LLP with the Registrar in LLP Form No. 24 is also not permitted due to non filing of Form No. 3, 8 and 11.

non filing of Form No. 3, 8 and 11 is completely different matter altogether which can not be linked with Form No. 24, besides Ministry is expected to give easy exit route to LLP in the same way it gives to Company.



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