Statutory Compliance / Formalities after Incorporation of the LLP

Statutory Compliance after Incorporation of the LLP (Limited Liability Partnership)

After formation of Limited Liability Partnership, every LLP firm shall be required to comply with following statutory requirements as per LLP Act, 2008 and LLP Rules.

A. To maintain financial affairs and file accounts

a) To maintain proper books of accounts relating to its affairs for each year on cash or accrual basis and according to the double entry system of accounting and shall maintain the same at the registered office of the company.

b) The accounts of LLP shall be audited by an auditor.

B. Returns and records required by LLP

Books of Account LLP should maintain proper books of account.
Minute Book Minute book should be maintained to record minutes of meetings of partners and managing/executive  committee of partners.
Change in partners Any change in partner and designated partner (admission, resignation, cessation, death, expulsion) should be filed electronically in e-form 4 within 30 days of change with fees.
Supplementary LLP agreement Such admission and cessation will alter mutual rights and duties of partner shall change. Hence, supplementary LLP agreement will be required which is also required to be filed in e-form 3 within 30 days of change with fees
Statement of Account and solvency Statement of Account and Solvency (SAS) is to be filed annually in e-form 8 with required fees. It is to be filed within 30 days from expiry of 6 months from end of each financial year i.e. by 30th October.
Annual Return Annual Return should be filed with ROC in e-form 11 with filing fees, within 60 days from close of financial year i.e. by 30th May.
Heavy penalty Heavy penalty of Rs 100 per day for late filing of returns.
Inspection of documents Incorporation document (form 2), Annual Return (form 11), Statement of Account and Solvency (SAS) (form 8 ) and Name of partners and changes, if any, made therein (form 4) are available for public inspection on payment of fees but  LLP agreement is not available for public inspection].

C. Compliance of Meetings of LLP as per LLP agreement

Sr. No. Nature of Meeting Number of meetings Period
1 First General Meeting N.A. Within 30 days of incorporation
2 General Meeting 1 In 1 Financial Year
3 Executive Committee 2 In 1 Financial Year

 



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291 thoughts on “Statutory Compliance / Formalities after Incorporation of the LLP

  1. Excellent Mam, all the best .

    You cleared so manyyyy doubts.

    Thank You

  2. Mam,

    Is there any solution for waiver of heavy penalty of the non uploading of Form 3?

    Can ROC accept any compounding of offence by way of presentation of petition for not uploading Form 3 in the case where the LLP being incorporated 3 years back but Form 3 not still being uploaded?

    Likewise the Compounding is done in cases of Company? Can any presentation in ROC will work?

    • Under LLP there is no provision for compounding of offence if LLP failed to file form 3. Filing of form 3 is compliance after incorporation and which cannot be avoided. Hence it is considered as a default and therefore there is no compounding available. It would be advisable to pay the penalty as per ROC.

  3. HI Mam,

    My mother started some home business consultant didnt filed LLP 3 now its 6 months. she didnt did any business and business needs to be closed she already 65+ of age, I am not sure from where she is going to pay penalty, what are the consequences.

    Thanks,
    Jamey

  4. Hello mam,i have a query one llp was incorporated on 16.06.2016, llp 3 was not filed at that time…now on 08.11.2017 i have to file….is there any maximum penaity for non filing …because it is extending to Rs. 60000 around???/

    please do the needful

    • Before filing form 11 and 8, LLP should file LLP agreement through e-form 3. Then only form 11 and 8 can be uploaded. As on today whatever may be the additional fees will have to be paid. There is no way of reducing the same.

  5. Dear Ma’am,

    I am unable to find schedules to the LLP ACt/ LLP Rules. Please guide where i can find the same.

    Thanks

  6. If LLP in incorporated in 07 march 2017, then when we need to file Form 8 and 11…please give me exact date of filing..

    • If you refer FAQ specified on MCA Portal, it says if LLP incorporated on or after October, then LLP can close accounts in the coming financial year or next financial year. If there are business operations, it will be advisable to file income tax return and file form 11 and 8 accordingly.

  7. Is it possible to change the contribution amount of partners in LLP agreement after getting incorporation certificate?

    • No, it is not possible to change contribution. File form 3 with previous contribution, After approval of form 3, file form 3 again with supplementary LLP agreement for change in capital contribution.

    • As per Incorporation form 2 LLP, contribution amount of partners shall be specified in LLP agreement. File form 3 LLP and after approval for change in capital contribution file form 3 again for supplementary agreement.

  8. Hi. Really very helpful post. I have one query.
    If LLP is having 2 designated partners and both the partners wants to resign from LLP and want to introduce 2 new partners. Can it possible only by filing form 3 and 4 or any further procedure need to be followed? Whether LLP agreement is required to be filed again?

    • First of all file form 3 and 4 for admission of new partner with supplementary agreement. Then on MCA portal you will see names of all four partners. Then file form 3 and 4 with supplementary agreement for resignation of existing two partners. You need to file form 3 and 4 twice because for any change in LLP agreement, on the date of event there must be two partners.

  9. LLP was incorporated in March 2017. Is there any compliance benefit available for 1st year of Incorporation wrt non-mandatory filing for Form 8 and Form 11?

  10. Hi…your blogs are really helpful.
    I have incorporated an LLP with 1 company and 1 individual as partner. Both the partners are also the designated partners. Form 3 for initial agreement is still left to be filed. Now the corporate partner wants to change its nominee. How to go about it?

  11. we have incorporated LLP in AUG 15. No business activities carried out.

    In April 16 bank account and MVAT Number taken.

    we need to file annual balance sheet and doc for 31.03.2016

  12. Mam,

    My LLP incorporated on 1st day of March, 2017.Do i need to file Form 11 (annual return) this year by may ending ie 30.5.2017 or next year 30.5.2018.

  13. Hi Ma’am…
    I have a query regarding LLP…as we filed form 2 for incorporating a LLP and it gets approved now one of the designated partner wants to resign from this LLP..and as per the procedure form 3 has to be filed within 30 days of incorporating a LLP..so I’m confused that we have to only initial llp agreement with details of new DP ya first of all we have to file initial llp agreement in form 3 and once it gets approved than file form 3 and form 4?…plz guide me..

  14. Hello Ma’am,

    The Q&A in comments helps lot.

    Can you please tell me that, “Is it mandatory to appoint an auditor if neither investment exceeds 25 Lakhs nor turnover exceeds 40 lakhs?”

  15. Dear Mam

    Should we file Form ADT-1 again for a LLP as Auditor of the Company if same audit firm which was appointed for 5yrs., is convereted into LLP

  16. We formed LLP on 19th August but failed to file LLP agreement. Now penalty comes to Rs 20000 around?? is there any way out to avoid penalty?? what if i dont file the LLP agreement??

  17. Hi,

    We have just incorporated LLP with two partner. One partner is NRI. Now going to open the current account in bank. Is it mandatory to contribute in the same ratio for both partners as per the LLP deed or any partner can give cheque to open the account.

    • As per LLP Agreement, partners have to deposit amount of contribution separately in LLP’s Bank Account. Depending upon the nature of business, in case of NRI investment, you need to check FDI policy and obtain prior approval of RBI before NRI’s investment.

  18. Hello,

    I have a question. Before starting the procedure, we had specified our contribution as X. Now after a month, we want to reduce our contribution. We have recently received Certificate of Incorporation and yet to file Form 3. Do we file two agreements separately? Or can we do it in one form itself?

  19. Hi . Gud Day!!
    I have a query. I incorporated an LLP on 3rd Feb 2017 with 2 Designated Partners and 1 Partner. Now One of the Designated Partner want to resign and so a new Designated partner need to be appointed. Can I do the same before the expiry of 30 days of his appointment if my LLP agreement is silent on the period of notice. Kindly advise. Thanks

  20. Companies have to mention CIN on all their official documents. What information does an LLP have to print or display or disclose on documents such as Letterheads used for appointment of employees, for signing contracts, etc??

  21. Hello mam,
    My question is that if a LLP firm engage in work contract service,e.g. preparing hydro power projects , and that LLP firm further sublet some part of work to another contractors and that contractor don’t have service tax number in this case who will pay service tax on bill provided by that contractor.

    1. It should be pay by LLP firm or contractor?
    2. If LLP firm paying service tax on bill provided by that contractor then LLP firm can take input credit of such amount or not.

  22. Does the llp need to mention on the letter head about the Former name for 12 months?

  23. Whether do we need to file for the appointment of Auditor of LLP?

  24. Like the companies act do we need to hold the first meeting in the LLP

  25. we did not file eform-3 yet. or we might have filed, but don’t know. how to check or what is the thing to do now? because we recently filed form 8 and 11, but not sure about form-3. is form 3 same as appointment of auditor? we have not set appointment of auditor too. are there any penalties for the same? or not? is there a way for us to check the status of our llp on mca? please advise

    • You can view public documents on MCA site and check which forms you have filed previously.

      • Thank you Madam, but form LLP-3 is not available for inspection. In such a case what would be the possible solution.

        In our case we have done the filings of form form 8 & 11 for last 2 years and form 11 for this year has also been filed successfully. however while uploading form 8 today we get a prescruitiny error “form LLP-3 for initial agreement not filed.”
        we do not know if it has been filed at the time of incorporation. had the form not been filed, then how did the system permit us to carry out the filings for last 2 years.

  26. which one will be advisable, a LLP or a private limited company in all aspets

  27. My question is continued part of S chowdhury.. please tell me wether we should filie initial Agreement & Supplementary LLP agreement both in a single form or one should first file Initial LLP agreement & then supplimentory agreement since one of the partner is not ready to become a partner of the LLP now??? is any separate stamp duty required to be paid on Supplimentary Agreement??

  28. Mam,
    what is the procedure to appoint or change statutory auditor in an LLP. are any forms required to be filed to RoC?

  29. An LLP was incorporated in July 2014 with two partners; however no business was started; no contribution made; no bank account opened; no PAN sought; no dealings or transactions – NOTHING AT ALL; the LLP did not file any returns with income tax or ROC either. Can the LLP be closed without inviting any penalty(s); also if it is not closed now and continued to exist without filing any returns, would it be possible to revive and restore at any later date (if business is sought to be started) without inviting any penalty(s) ? Would be much obliged for guidance/reply

  30. Madam,
    A LLP has 3 partners. All the 3 partners are body corporate (Company) and 3 nominees (Director of Company) are nominated from body corporate as designated partners. One of the designated partners (Nominee from a company) Mr.x died on 09/05/2016.
    Now the other director of company wish to nominated Mr. y in place of Mr.x as body corporate designated partner.
    My query which form should be filed for this change?
    LLP Agreement should be changed or not?
    Please suggest.

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