Statutory Compliance / Formalities after Incorporation of the LLP

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

  1. mam i want to covert private company into LLP and simantanously i want to change registered office ? can i do same? because i want to made rent agreement one time ….or i have to made agreement for conversion as well as for shifting of office separately ….pls suggest

    • For converting Private Ltd into LLP, you will have to file RUN form on MCA portal for name reservation. Then after name approval, please file e-form FiLLip which is incorporation form with necessary documents. Then file form 18 and form 3 along with LLP agreement. Once conversion will be over, you can shift the office at new place.

  2. madam, in the llp all the partners are foreigner, can they apply for llp. whats procedure if yes

  3. Hello Madam, We have registered an LLP in the month of January 2018, now it’s already March 2018, usually by when when should the directors open a bank account in the name of LLP, and should the directors deposit the said capital contributions in the account in any defined period. Will there be any penalties in this regard while filling the annual report with ROC. Please guide us.

  4. Dear ma’am I had purchased stamp for LLP agreement on 16/01/2018 but by mistake agreement was made on 15/01/2018 and the same has already been filed to Roc . Plz suggest what step to be taken to rectify this mistake

  5. madam stamp paper was purchased after the date of incorporation. So we can execute deed only after the date of incorporation of LLP. Will it be a issue?

  6. Hello Mam,

    After incorporation of an LLP, it is mandatory to appoint the first auditor within the end of the financial year.

    So is it enough if the designated partners pass an resolution for appointment of auditor in their first meeting or else a separate form is to be filed to intimate to ROC?

    Kindly intimate the Form number to be filed with ROC for appointment of first auditors

  7. Hello mam,

    My question is that, my LLP incorporated on 3rd Nov,2016.No business activities carried out or there is no business transactions.

    What are the basic compliances and what are their due dates for filing?? Please give me the exact date of filing

  8. Excellent Mam, all the best .

    You cleared so manyyyy doubts.

    Thank You

  9. 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.

  10. 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

  11. Dear Mam,

    I have got a mail from MCA asking me to file Form 3 , Form 8 and Form 11 for an LLP registered in 2011, in my opinion only Form 8 and Form 11 is required to be filed which we already did and are filing each year, please confirm why they are asking to file Form 3.

    • Form 3 is to be filed within 30 days after incorporation of LLP. Now as a compliance if it has not been filed MCA asks LLP to file it first and then upload form 11 and 8. The Government has recently issued circular about this.

  12. 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.

  13. Dear Ma’am,

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

    Thanks

  14. 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.

  15. 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.

  16. 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.

  17. 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?

  18. 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?

  19. 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

  20. 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.

  21. 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..

  22. 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?”

  23. 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

  24. 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??

  25. 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.

  26. 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?

  27. 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

  28. 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??

  29. 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.

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

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

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

  33. 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.

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

  35. 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??

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

  37. 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

  38. 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.

  39. I had opened a LLP and defaulted on filling a form. Now that company needs to be closed but am not able to close it due to the heavy dues and penalties. I have heard that an exit scheme may be on the way. Please let me know if such an exit scheme comes. I am checking mcagov.in regularly. Please let me know. I want to get out the mess asap.

  40. In case a Private Company was converted into LLP on 28th May 2016, what are the due date for filling LLP-8 & 11??

  41. While filing Form 3 for llp agreement, what is the manner of calling, holding meeting?

  42. date of incorporation of llp (as per Certificate of Incorporation) is 1.1.2015 (Form-2 filed) and LLP Agreement is 21.1.2015 (Form 3 filed on 22.1.2015). Is this valid or the LLP Agreement must be dt. 1.1.2015 and filed within 30 days i.e. by 29th Jan.,2015 but in all cases, the LLP Agreement must be 1.1.2015, pl. explain asap.

  43. after convert pvt co. into LLP
    can we strike off LLP
    Reserves stands on books

  44. we incorporated our LLP on 27th May, 2015 with 90000 of total contribution. we are not doing any business. I want to file form 24 – to declare our company defunct to close the firm…
    but before that I have to file annual return, IT return and form 8.
    should I file with NIL contribution because we have not done any business?
    because this will have to correspond with form 8.
    is there any rules there for minimum contribution to be made by partners and what if we were not able to contribute the amount?

  45. I want to close LLP which is not running business since one year, Can anyone suggest me to find drafts of E form 24

  46. LLP incorporated in Feb 2016 whether we have option either to close f.year as on 31.03.16 or 31.03.2017 when form 11 and 8 are to be filed with ROC.businessnot yet started. is it necessary to bring whole of the contribution in one stroke or it can be brougt in peacemeals. in case f.yr is closed on 31.03.2017 whether we can file I.Tax return by 31.07.2017 thanks

  47. Hello Madam,
    We are a newly formed LLP (less than 1 year) with 2 Partners and overall income of within15 Lakhs this financial year. Please could you tell me if the following two are mandatory for us:

    1) Auditing of Financial Statements for the financial year 2015-16
    2) CS Compliance for LLP

  48. Is it possible to convert public company into LLP and what are the pre requisites for converting a public Company into LLP.

  49. I want to appreciate for your blog I am really inspired by your quick reply for the queries raised.
    Madam I want to know about the procedure and compliances to be followed after death of partner. one of partner is died in month of Dec. 2015 and till the date no compliance has been done now I am working on this assignment and want to avoid the additional fees. How can I do so.

  50. Dear Mam,

    We want to convert LLP into Proprietorship. Is it Possible. Whether we have to close the LLP & New propreitorship have to start.

  51. LLP formed on nov 2013. IS form 8 & Form 11 is to be filed for 31.03.2015.Please clarify. and please also clarify whether incomet tax return to be filed for both financial year i.e FY 2013-14 & Fy 2014-15.

  52. We’ve incorporated a LLP in Jan, 14 but we never did any business and never filed any annual return. Now we wish to close it through Form 24, please tell us is it necessary to file annual returns of previous years to close down LLP through Form 24

  53. Dear Mam,
    Please let me know is it necessary for every partner to contribute in the LLP?

  54. Hi Madam

    we have got the incorporation certificate of llp and we have not filed the form -3 for the agreement even after 3 months of incorporation. now the promoters are saying to close the same without filing the llp agreement. is it possible? any solution to close the same.

  55. I have convert one private company into LLP with 9 partner(3 dis partner & 6 normal). at that time we had filed form 2 & 18. form 3 is still pending. in master data of LLP only 8 partner show. and form 11 also prefilled only 8 directors details. how its possible?

  56. Is it mandatory to have meetings for LLP? Also whether accounting standards are mandatory for LLP?

  57. Is it mandatory to held meeting in case of LLP? Also what is applicability of accounting standards?

  58. Earlier contribution of LLP was Rs.1,00,000
    It has changed to 25000 from 31/03/2015.
    Still contribution is Rs.1,00,000 on the portal
    Kindly guild the procedure to follow
    What will be the amount, we are required to pay?

  59. i am going to file form 3. but LLPIN given in incorporation certificate in showing invalid.
    plz help me to solve this problem.

  60. We have converted a Pvt Ltd co. into a LLP with all the 8 shareholders becoming 8 partners in the LLP.

    Scene 1 = one of the Partner wants to retire but does not want his Capital Contribtuion ? Is this Possible ?

    Scene 2 = Can Retiring Partner sell his % to another new partner for less Capital ?

  61. Where will the Partner’s Current Capital A/c come in Form 8 Balance Sheet column where you have to fill? As there is only Contributions (which is pre-filled) & Reserves & Surplus?

  62. Mam,
    what are the provisions related to meeting of LLP. and is there any critera for executive/committee meeting.

  63. Hi
    Your blog has been very informative and I would like to say that such prompt responses have been rare. I had a doubt on registering the name of our LLP as services or a solutions company. We will making e learning products, e greetings etc and have chosen the name as follows X Services. If we choose X solutions will it expand the scope of our work in legal terms?
    Thank you for taking out the time to respond, in advance.

    • Thanks for comments. While selecting the best option for name, please take care that it will suit to the business of proposed company. This is the requirement of Company law, the name should conversant with the object.

  64. Dear Madam, our LLP formed in August 2013, filed form 8 & 11 for FY 2013-14, due to lack of business, we are planning to file Form 24 for closure, is it mandatory to file form 8 & 11 for FY 2014-15 in this case or else can we go ahead to file Form 24 without filing annual forms for FY 2014-15

  65. Dear Meenal Madam,

    Please advice on the following matter:

    I incorporated LLP in Gujarat and Paid 5000/- as stamp duty as contribution of the Partners was 500,000/-

    In Gujarat Stamp duty is 1 % of contributuin maximum up to Rs.10,000/-.

    Now we are admitting new partner and contribution is increased to 10,00,000/-

    i have prepared an new agreement with newly added partners and increased contibution.

    1. What will be stamp duty on new llp agreement 10,000/- or 5000/-.

    2. What care should be taken if old llp agreement is replaced by new?

    • If the stamp duty in Gujrath is Rs.10000 which is maximum, you will have to pay maximum stamp duty. Regarding old agreement, you will have to keep safe old agreement in registered office of LLP.

  66. Hi Ma’am

    I have incorporated an LLP on 04-Dec-2014 with 2 partners.
    My question is regarding the compliance requirements for 2015.
    1. According to the comments on the blog, I seems that I don’t need to file Form 8 and Form 11 this year. Is that correct?
    2. Do I have to file Income Tax Return (ITR-5) for the firm, this year i.e. July, 2015?
    3. Is there any other liability for this year?
    Would really appreciate your help, this is all very new for me as an Entrepreneur.

  67. My Client has incoporated LLP on 12.09.2012 and has not filed any return so far. Can i close the LLP as Defunct. Will i face any problem in submitting online Closure 24 form. Do i need to file Form 3 or 8 or 11. Please suggest. at the earliest

  68. Dear mam
    LLP was incorporated on 26.12.2014. So is it mandatory to close is FY on 31.03.2015 and file form 11 accordingly or we have an option to close the FY on 31.03.2016. Please help me mam.

  69. Dear mam
    LLP was incorporated on 26/12/2014. wether it is mandatory to close its FY on 31.03.2014 or we can close it on 31.03.2016.

  70. Dear Mam
    We have converted a company to llp on 12-02-2015. Now while filing form 11 , date of start of financial year of llp is to be mentioned. Kindly reply which date is to be taken as the date of conversion into LLp is 12-02-2015.

  71. DEAR MAM
    WE HAVE CONVERTED A COMPANY TO LLP ON 12-02-2015. NOW WHILE FILING FORM 11 , START DATE OF FINANCIAL YEAR OF LLP IS TO BE MENTIONED. KINDLY ADVICE WHICH DATE HAS TO BE TAKEN AS THE DATE OF CONVERSION TO LLP IS 12-02-2015

  72. Madam,

    We have incorporated a LLP on 12th March 2014, but we have not filed the Form 8 and Form 11 for the Financial year 2013-14. So do we need to pay any penalty for the same or is there any way that the penalty can be skipped?

    Thansk

    • If LLP was formed on 12.03.2014 and you have not filed e-form 8 and e-form 11 till today, you can file it for the financial year end 31.03.2015. It can be possible only if you have not filed Income tax return in the year 2014.

  73. As per existing LLP Agreement, further capital contribution can be made in the profit sharing ratio. Can we execute the Supplementary LLP Agreement post receipt of capital contribution from the partners?

  74. HI MAM,
    CAN WE CONVERT A PVT LTD COMPANY INTO LLP THEN …….CAN WE CHANGE THE REGISTERED OFFICE ADDRESS OF THAT PVT COMPANY FROM ONE CITY TO ANOTHER CITY IN THE SAME STATE WITHIN SAME ROC, WHILE CONVERSION OF COMPANY INTO LLP

  75. Madam,

    Is there any requirement to file details regarding general meetings or executive meeting held during the year with ROC?

    • No requirement to file details about general meetings and executive meetings held during the year. Only if there is required to hold General meeting due to change in name, office then minutes of meeting and resolution shall be required to file with Registrar.

  76. Hello Ma’am,

    I have two question about LLP
    1) company LLP me covert hui he, main ye puchna chahti hu k koi compliance he jo dhyan me rakhne chahiye.
    2) dusri llp me capital 10 lacs se LLP incorporation hui he agar aur nayi capital laye to uske liye kya procedure hai, aur kya hum wo capital contribution me na dikhakar other liabilities me dikha sakte he
    Please reply me as soon as possible.

    • To learn more about compliance of LLP , I would like to request you to visit “Compliance of LLP after its incorporation” on my blog.
      Whenever there is change in capital contribution, LLP shall be required to update the same on LLP agreement, file e-form 3 and 4 of LLP with ROC.

  77. Dear Mam,

    Initial contribution by partners is Rs 3 Lakhs. Now they want to bring in additional 3 Lakhs but not as contribution . Can it be treated as a Loan ?

    Thanks

  78. LLP incorporated in Mar 2015. 3 partners, 3rd partner (dormant), wants to quit the partnership before signing the agreement.

    What will be the next line of action?

    • LLP is incorporated, so if all partners wants to quite the partnership before signing LLP agreement, they have to file form 3 with LLP agreement first of all and then quite from LLP. in between filing of form 3 they cannot quite, because while submitting form 2, the partners have already filed their subscription sheet and consent letters

  79. Dear Ma’am,
    Kindly help with the following :
    We have converted a company into an LLP on 14th March, 2015.

    1) Will ROC Annual Filing compliances need to be done for the company FY 14-15?

    2) Do the books of the company need to be audited as per Company Law for FY 2014-15?

    3) When filing the Income Tax return for FY 14-15, who will sign the return, if the Directors of the company are not partners/DPs in the LLP?

    • I think you will need to close annual filing and file annual return, Balance sheet as per LLP Act and do the compliance. If LLP capital contribution is more than Rs. 25 lakh or turnover Rs. 40 lakh, then only account shall be audited. The Income tax return for F.Y 14-15 will be signed by Designated partners of LLP.

  80. Pl. let me know we just now converted our Pvt Ltd Co. into LLP, after that whether we have to file I.Tax Return of Pvt Ltd Company or not. If no then how to take credit of TDS and other taxes.

  81. Dear Meenal Ma’am,

    Kindly suggest me in the below mentioned Query:

    I want to file Form 3 for my LLP but my date of agreement is prior to date of incorporation.
    i.e. Date of initial agreement: 16/01/2015
    Date of incorporation: 04/02/2015

    Now can I file the Form 3 attaching that initial partnership agreement deed. I have however made a deed of ratification dated 10.02.2015.

    Kindly suggest me is it will be ok if i file the initial agreement along with deed of ratification.

  82. I have filed Form-2 nd form-3, but when i am filing Form-4 for the appoinment of partners, it is showing file form-3 first . Status of Form-3 is already approved and Acc to Company Master Records (Service provided by MCA) It is showing No of partners zero

  83. Hi Mam,

    Is it allowed to mainatain minutes book and accounts book electronically for a LLP?

  84. Is filing of Fomr 4 is compulsory after incorporation?
    My form 3 is approved some days back and there is no change in LLP, do I need to file form 4 ??

    • After incorporation of LLP, form 3 is to be filed and after approval of form 3, filing of form 4 is not required. Filing of 4 will be required if there is any change in partners or their contribution.

  85. Dear Ma,am,

    A LLP firm was formed on 1st September 2011 with two designated partners and capital contribution of Rs. 1.00 Lac by each partner.

    Now, for the business growth partners want to introduce more capital in their LLP.

    Please guide me on procedure to introduce further capital in LLP after its incorporation.

    Thanks,

  86. Ma’m
    After going through the provision of LLP Act & Rules ,i came to know about the steps that are to be taken for change of auditor but i could not ascertain whether any E-Form is to be filled with ROC ??
    What are the steps that are to be taken by a LLP and an newly Appointed Auditor….

  87. Hello mam,

    I want to know after filing LLP form15 for address change, what kind of certificate I will receive, Whether I will receive new copy of Certificate of Incorporate with new address mention on it or only notice of consequent or both

    Thanks & Regards
    -GuRu

  88. what should be done if after filing form 2 but before filing form 3 there is changes in no. of designated partners in llp….

  89. Hello Mam,

    Please guide me on following:-

    Like in companies act, whether in llp also its annual accounts is required to be certified by the auditor or appointment of auditor is compulsory even if llp is not liable for audit?

    • As per CHAPTER VII, Financial Disclosures, 24 (1) of LLP Rules, every limited liability partnership shall keep books of accounts which are sufficient to show and explain the limited liability partnership’s transactions. As per Ruke 24((8) The accounts of every limited liability partnership shall be audited in accordance with these rules: Provided that a limited liability partnership whose turnover does not exceed, in any financial year, forty lakh rupees, or whose contribution does not exceed twenty-five lakh rupees shall not be required to get its accounts audited: Provided further that if partners of such limited liability partnership decide to get the accounts of such LLP audited, the accounts shall be audited in accordance with these rules: Provided also that where the partners of such LLP do not decide for audit of the accounts of the LLP, such LLP shall include in the Statement of Account and Solvency a statement by the partners to the effect that the partners acknowledge their responsibilities for complying with the requirements of the Act and the Rules with respect to preparation of books of account and a certificate in the form specified in Form 8.

  90. Like in companies act, whether annual accounts of LLP is also required to be certified by the auditor or appointment of auditor is required even if turnover does not exceeds Rs. 40 lakhs or capital contribution does not exceeds Rs. 25 lakhs?

    • As per CHAPTER VII, Financial Disclosures, 24 (1) of LLP Rules, every limited liability partnership shall keep books of accounts which are sufficient to show and explain the limited liability partnership’s transactions. As per Ruke 24((8) The accounts of every limited liability partnership shall be audited in accordance with these rules: Provided that a limited liability partnership whose turnover does not exceed, in any financial year, forty lakh rupees, or whose contribution does not exceed twenty-five lakh rupees shall not be required to get its accounts audited: Provided further that if partners of such limited liability partnership decide to get the accounts of such LLP audited, the accounts shall be audited in accordance with these rules: Provided also that where the partners of such LLP do not decide for audit of the accounts of the LLP, such LLP shall include in the Statement of Account and Solvency a statement by the partners to the effect that the partners acknowledge their responsibilities for complying with the requirements of the Act and the Rules with respect to preparation of books of account and a certificate in the form specified in Form 8.

  91. dear ma’am ,

    please guide . A llp is incorporated on 27/11/2014. Does not want to commence any business .And dint Filed Form3 llp agreement .. Whats the procedure for striking off

  92. hi,
    we have an llp..where the remuneration is deicded mutually among the partners..i have a question that if the partners want to make changes to their remuneration is it necessary to file a supplementary deed in this case? is supplementary deed mandatory? or is there any other way to make it

    • I think if LLP agreement says about clause of remuneration and requires to modify the agreement as and when there is change in remuneration then supplementary agreement would be made. If LLP agreement is silent about this clause then no need to do this.

  93. what should i do if i failed to file LLP agreement within 30 days and do not want pay the penalty as it is so heavy ?

    Thank You

  94. Ma’am,
    I want to strike off one of my client’s LLP pursuant to rule 37(1)(b) of LLP Rules 2009.
    When i want to prescrutnise e form 24LLP. It is showing error ” Atleast one form 3, form 8 and form 11 should be filed”.
    Please resolve my query as soon as possible.
    Thanking You.

    • Sorry for delayed form. Before going for closure of LLP, if you have came across the pre scrutiny message tleast one form 3, form 8 and form 11 should be filed”. then it shall be file first of all.

  95. Madam,

    what are the privilleges to LLP compared to LTD company w.r.t compliances and taxation

    • 1) In case of LLP, minimum capital requirement is not required ( like in case of pvt. ltd, minimum capital required is Rs. 1 Lakh),
      2) No condition to hold minimum 4 board meetings in one year in case of LLP, it is compliance in case of Pvt. ltd.
      3) Appointment of statutory auditor is not compulsory in LLP whereas it is mandatory in Pvt. Ltd
      4) Amount of ROC is less than amount to be paid under Pvt. Ltd

      Please go through advantages and disadvantages of LLP on my blog.

  96. Dear Madam
    LLP formed w.e.f 01.04.14. on conversion of Pvt Ltd Co. Accounts of FY 13-14 finalised. How to conduct AGM of Pvt Ltd Co and adopt the accounts as Co. is no more in existence.
    Please guide
    Regards
    S. K. Bhartia

  97. Hello Mam,

    I have registered a LLP in July 2014 but didn’t begin any transactions or actual business. When do I need to submit form 8 and form 11?

  98. Hi ma’am,

    Ours is a LLP firm and we are three partners. Now one of the partner wants to resign. Please if you can guide us with the procedure and paper work that needs to be done.

  99. Dear Madam,

    I would like to know the formalities after LLP incorporation is done and LLP agreement is signed within 2 months. Can we start the business by having a current a/c in Bank or ir is mandatory to have PAN/ VAT/ Trade License for West Bengal zone

    Thanks

    • After LLP incorporation, within 30 days of incorporation, partners have to file form 3 LLP with ROC. and after approval of LLP agreement i.e. form 3, you can open bank account and apply for PAN TAN VAT

  100. Dear Madam,

    Plz tell me the formalities after LLP incorporation is done. Can we start the business by having a current a/c or ir is mandatory to have PAN/ VAT/ Trade License for West Bengal.

    Thanks

  101. Dear Ma’am,

    I want to know that which period should be mentioned in the appointment letter for the appointment of the auditor as “From the conclusion of this AGM upto the next AGM” or “From the conclusion of this AGM upto the sixth AGM from this AGM” as the appointment letter is sent as attachment to the form ADT-1.

    we are currently using the first term and the same is being approved by the MCA.

  102. Mam

    Pls guide,

    LLP formed in Jan 14, form 3 still to be filed and also stamp paper still to be purchased.
    Pls tell me is it neccesary to file form 3?
    If yes, then what will be the date of agreement?
    And what is the value of stamp paper for delhi and Rs 1 Lakh contribution?

    Thanks in advance

  103. Dear Madam… I like your block & your response.

    I am a design engineer like to register a company please suggest which would be the best form to start it.

    I am interested in LLP.

  104. Dear Ma’am,
    We have failed to upload LLP Form 3 and have started business and got our Books Audited. Now we want to file Form 3, can we do so? Or is there any problem in doing so? Kindly suggest as soon as possible. Thank You.

  105. Thanks a lot Meenal ji for your informative blog and prompt reply to the queries. I too have a problem, kindly guide. I have filed Form 3 for LLP incorporation, but after filing the same it came to my notice that firstly, the stamp paper was dated post the date of agreement and secondly, stamp paper value should be Rs.1000 whereas I have used only Rs.500. Can I change the date of the agreement to current date (keeping it within 30 days of registration) and use a current stamp paper to meet the requisite value ?

  106. There is no DIN 1 form is available on MCA website.

  107. Dear Mam,

    we have formed LLP in October, 2013. when i want to file Form8 and Form 11 of LLP.

  108. Hello Madam, will you be able to throw some light on the process of winding up of an LLP. I want to close a LLP, incorporated in Jan 2012, which have not done any annual filings as on 13 may 2014. Please let me know the implications on part of non-compliances and process for winding up.

    Thanks

  109. Mam,

    which kind of evidence of cessation we have to attached in form no.4

  110. Can you please help let me know the number of meetings to be held by an LLP in a year. Whether they are to be held as General Meetings or as meeting of the Partners of the LLP. Can you post a format of the minutes?

    • LLP shall hold two meetings of partners every year or follow the frequency of meeting as per LLP agreement.

      • Mam is there any time requirement for holding meeting in LLP like companies Act or it can be held as per will of partners if agreement is silent regarding this. And can u plz send me the format of minutes and how the minutes are required to be filed with the registrar.

  111. If there is delayed in filing form 8 and 11 of LLP, you will have pay penalty as applicable on today’s date, but you cannot close the LLP without paying fees. You cannot skip the filing and even the penalty cannot be reduced.

  112. Ma’am,

    I received the Incorporation certificate of a LLP(it has been converted to a LLP . It was a Pvt Ltd company before)
    I have the following queries:

    1. Is it necessary to file form 4? These is no change in the partners.
    2. What are the other statutory changes ?Like PAN , TAN, Service tax?

    What is to be changed?

    Please help me.

    Thanks in advance.
    2.

    • Since Private limited has been converted into LLP, there is no requirement of filing Form 4 for consent of partners. I think you need to apply for PAN, TAN and service tax registration after conversion.

  113. Dear madam,

    Our LLP was incorporated on 21.11.2011.

    Form 8 and 11 for year ended 31.03.2013 have been delayed due to oversight.

    Presently late fees has grown to huge amount.

    1. Please advice if there is any procedure for condonation of the same or any workaround to reduce the same?

    2. Is it possible to skip filing of the same and continue normally for year ended 31.03.2014?

    3. Can late fees and other penalties for non filing be avoided by liquidating the LLP?

  114. Does stamp duty need to be paid at the time of ammendment of LLP agreement in the state of Maharastra or just preparing the assignment deed on Rs 200/- stamp paper suffice

  115. Madam
    Please tell me the stamp duty to be paid for LLP agreement and is that necessary to be notarised.Need quick reply it is very urgent

    • Stamp duty to be paid on LLP agreement depends upon amount of total capital contribution. Suppose it is Rs. 1 Lakh then stamp duty will be Rs. 1000/- Please check your LLP contribution and pay accordingly.

  116. Hello Ma’am!
    Here’s my query – I have filed eform 1 and 2 for a LLP for 2 designated partners and they have been approved. Now we want to appoint one more designated partner. So can I flle eform 4 and then file eform 3 as the initial agreement having all 3 designated partners??

    • After filing form 1 and 2 for LLP with ROC, before filing form 3 you cannot add new partner. After filing 3 with ROC, you will have to execute supplementary agreement for adding new partner and file 3 accordingly for change in capital contribution and 4 for consent of new partner.

  117. Hello Ma’am,

    Can you just let me know the stamp duty on LLP Agreement if total monetary contribution by all partners is Rs. 6 Lacs.?

  118. Dear Mam,

    Thanks for your reply, i had printed the LLP Agreement in three Rs. 100/- stamp papers. there is any need to file LLP Form 3 for Registration of LLP Agreement.

  119. Dear Mam,

    we formed LLP in November 2013. LLP Agreement dated November 11, 2013. Requesting you to let me know the filing fees for Form 3 LLP Agreement registration?

  120. Mam you explain everything so well…I have become literally a fan of yours now
    I have appeared for my CS Finals Dec 2013…and your posts helped me a lot…
    Wish you more success in life for helping us in disguise ! 🙂

  121. we are unable to file the form 4 for admission of new partner due to prescrutiny error, prescrutiny error says file form 3 .
    We have file form 3 , 10 days before for change in LLp agreement

  122. what is the process for admission of new partner in LLP?

    • For admitting new partner in LLP, the new partner should obtain Director Identification Number (DIN), give consent letter and subscription sheet to LLP. LLP will file form 3 ( Supplementary agreement for admission of new partner) and form 4 (Consent letter). Please check view signatory details after admission of new partner, you can see the name of new partner.

  123. LLP is being formed on December 16, 2013. Kindly help with compliances to be followed upon formation. Is common seal of LLP, statutory registers etc required.

    Thanks in advance
    CS Monali Shah

  124. A LLP has three partners & one designated partner had died. Now my question is
    1) In that case LLP has to fill any form?
    2) In that case if LLP wants to close the business then which forms has to be filled by LLP?
    Awaiting your reply madam.

    • If there is any change in LLP such as capital or partners structure, the LLP shall be required to execute supplementary agreement and file form 3 with ROC from the date of making change. If one of the partners died then the LLP will inform ROC by filing form 3 and attach LLP agreement after changing the capital contribution between the two existing partners. To close LLP will be possible by filing Form 24 with ROC.

  125. what will be the minimum statutory fees/expenses for an LLP even if it doesnt do any business? I want to set up LLP but before that i need to know what will be my Fixed statutory expenses even if i dont do any business.?

    Awaiting your reply Mam

    • Even if LLP does not do any business, it has to comply statutory requirement such as filing of Annual Return, Balance sheet, profit and loss account, Income tax return every year. The statutory fees would depend upon the amount of capital contribution of LLP.

  126. Please let me know how do I inform the Registrar about the appointment of Auditors which according to the new Act the company has to inform the Registrar. Our Company is formed in November 2013 as a Private Limited Company.

    • Since the appointment of auditor as per Companies Act 2013, is not yer implemented, there is no provision to inform ROC (Registrar of Companies) , but still as per Companies Act 1956, the company shall inform Registrar of Companies about his appointment.

  127. My LLP is registered on 11/03/2013. Partner’s contribution is more than 25 lakhs, hence liable for audit.

    1. Form 8 : Do I compulsorily need to file form 8 for year ended 31.03.2013 ? Is audit also compulsory?

    2. Form 11: Since due date has passed, can I straight file for year ended 31.03.2014 ?

    3. Is it possible that periods for form 8 and form 11 are different? (In my case, 13 months for form 11 and 10 days for form 8).

    Awating reply. Thank you.

    • Due date of filing form 8 will be 30.10.2014 and form 11 will be 30.05.2014 since LLP is incorporated on 11.03.2013. Yes Audit is mandatory

      • Hi,

        can you give me some reference of notification or Rules or Section of the Act, which states that if Date of Incorporation of LLP say is after 1st October 2013, then it can file its first Form 8 and Form 11 for the period from the date of incorporation till 31st March 2015. I have tried to search the legal provisions, but could not find it anywhere.

        can you please send the same to me to my email ID ajayshahacs@gmail.com

        Thanks

        • You will not find any provision of filing of form 8 and 11 in the LLP Rules and LLP Act
          The notice is published on http://www.mca.gov.in/LLP/

          All LLPs registered up to 30-September-2012 have to mandatorily close their financial year as on 31-03-2013 and to file Form 11 by 30th May 2013 and Form-8 by 30th October-2013.

          LLPs registered from 01-10-2012 to 31-03-2013 have an option either to close financial year as on 31-03-2013 or 31-03-2014 and to file both Form-8 & 11 accordingly.

          Please note that if LLP fails to file Form-8 and Form-11 within prescribed time, an additional fees of Rs. 100/- is payable per day till date of filing.

  128. formalities to be followed, if the designated partner is a NRI for formation of an LLP—
    Both Designated partners already has DIN

    Please suggest at the earliest

    • For registration of LLP, two designated partners are required. Hence two DIN are sufficient. If the third partner is NRI and wants to become Designated partner then his DIN and DSC is necessary. Get documents notarised from Indian Consulate of home country.

      • one partner is NRI and other is resident
        my question is what is the compliance to be done while incorporation of an LLP , the two partners have DIN and DSC
        IS there any extra formalities in the process of incorporation if one of the partner is NRI

        • The documents signed by NRI should be notarised from Indian Consulate of Homw country while incorporation of LLP.

        • The documents signed by NRI should be notarised from Indian Consulate of Home country while incorporation of LLP.

  129. Dear Meenal,

    If an LLP is incorporated on 15th March 2013 with a capital contribution of Rs. 1 lac and has not had any transactions till 31st March 2013, can it file form 8 & 11 considering the financial year to end on 31st March 2014.

    Further, considering an LLP formed on 15th March 2013, would it be liable for any fines if it hasnt done any kind of filling till date i.e. 17th August 2013

    Thanks

    • All LLPs registered up to 30-September-2012 have to mandatorily close their financial year as on 31-03-2013 and to file Form 11 by 30th May 2013 and Form-8 by 30th October-2013.
      LLPs registered from 01-10-2012 to 31-03-2013 have an option either to close financial year as on 31-03-2013 or 31-03-2014 and to file both Form-8 & 11 accordingly.
      Please note that if LLP fails to file Form-8 and Form-11 within prescribed time, an additional fees of Rs. 100/- is payable per day till date of filing.

      Since your LLP is incorporated on 15.03.2013, you can close the accounts as on 31.03.2014 and file returns.

  130. Dear Meenal,

    If an LLP is incorporated on 15th March 2013 with a capital contribution of Rs. 1 lac and has not had any transactions till 31st March 2013, can it file form 8 & 11 considering the financial year to end on 31st March 2014.

    Further, considering an LLP formed on 15th March 2013, would it be liable for any fines if it hasnt done any kind of filling till date i.e. 17th August 2013.

    Thanks

    • All LLPs registered up to 30-September-2012 have to mandatorily close their financial year as on 31-03-2013 and to file Form 11 by 30th May 2013 and Form-8 by 30th October-2013.
      LLPs registered from 01-10-2012 to 31-03-2013 have an option either to close financial year as on 31-03-2013 or 31-03-2014 and to file both Form-8 & 11 accordingly.
      Please note that if LLP fails to file Form-8 and Form-11 within prescribed time, an additional fees of Rs. 100/- is payable per day till date of filing.

      Since your LLP is incorporated on 15.03.2013, you can close the accounts as on 31.03.2014 and file returns.

  131. maam,

    is there any requirement to file minutes of meeting in case of llp with MCA??

  132. maam,

    is there any requirement to file first general meeting with ROC???

    • Do you mean say to convene First Annual General meeting and to file first Annual report. yes it is required by Company law.

  133. want to close LLP
    please guide me, want to know detailed procedure to closed LLP

    • I don’t have any plans to post something on this as of now. Will take this up sometime later. Stay tuned.

  134. Dear Meenal, Please see notice posted on the MCA LLP site wherein it has been stated that LLPs registered from 01.10.12 to 31.03.13 have an option to either close their financial year as on 31.03.13 or 31.03.14 and to file form 8 and 11 accordingly. That is the reason I was confused about the Statutory audit for LLP registered 01.01.13, whether it is needed to be done for period ending 31.03.13 or straight for period ending 31.03.14.

    • Yes the LLP registered upto 30.09.2012 will have to close F.Y. on 31.03.2013 and registered from LLPs registered from 01-10-2012 to 31-03-2013 have an option either to close financial year as on 31-03-2013 or 31-03-2014 and to file both Form-8 & 11 accordingly.In this case you will close accounts either 31.03.13 or 31.03.14.

  135. Dear Meenal, thank u for your prompt reply. Can u please clarify this little confusion I have – When the LLP Act defines the financial year of an LLP formed after 30/09/ as the year ending on 31st March of the year next following that year, which means that for an LLP formed on 1st January 2013, the first financial year will be the period ending on 31st March 2014. In that case doesn’t the statutory audit need to be done for the period 01.01.13 to 31.03.14 and filed with ROC by 30.10.2014? Thank you once again.

    • The first financial year for the LLP incorporated on 01.01.2013 would be 31.03.2013 and not 2014. Please file form 11 (before 30.05.2013) and 8 (before 30.10.2013)with ROC.

  136. An LLP formed on 1/1/13, having contribution of one crore, does it need to get its accounts statutorily audited for the period 01.01.13 to 31.03.13? Or can statutory audit be done straight for the period 01.01.13 to 31.03.14. And whether income tax return needs to be filed for the period ended 31.03.13 though transactions are not many. Please advise.

    • LLP having capital contribution of one crore shall be required to prepare account and do statutory audit and submit to Government. Regarding appointment of auditor and procedure of audit please read LLP Rules2009- Chapter VII Rule 24(1). You would have to appoint auditor before end of F.Y. 2013 and close F.Y. 2013. Also you will have to file Income tax return for 31.03.2013 though transactions are not many.

      • Thank you so much. Ur replies are a great help. When you say do the statutory audit and submit to Government, do you mean ROC? By what date do the audited accounts for the year ended 31.03.2013 need to be filed?

        • Yes, Government means ROC. Audited accounts for the year ended 31.03.2013 need to be filed before 30.10.2013 by way of filing form 8.

  137. i want to retire 1 partner as on dtd. 01/04/2013 llp firm. supplementary deed is also ready but i want to ask detailed procedure about it.
    which form should i filed first form-3 or form-4?? please reply & guide me as soon as possible.

    • As per Rule 22 (2) Limited Liability Partnership Rules, 2009,where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, the limited liability partnership shall file with the Registrar, a notice in Form 4.

      In your case if there is retirement of any partner from LLP firm, you need to file form 3 and 4 simultaneously. For form 3 attach Supplementary agreement signed by existing partners and for form 4 attach certified true copy of resolution passed by existing partners for cessation of partner as an Evidence of cessation.

      Form 3 and 4 shall be digitally signed by one Designated partner of LLP and certified by Company Secretary or Chartered Accountant or Cost Accountant ( in whole time practice).

      • Madam

        I want to know If Partner is Foreign Company and wants to resign from LLP than whats is procedure and want to know evidence of cessestion includes what !!

        Please also suggest what to if Foreign company is left before one year without filing to roc any document and want add to new partner after one year. Now Other three partner do not have contact with foreign partner so how how i will get evidence.

  138. Dear Meenal

    I have formed a LLP on 10th October 2012 and would like to know what are the compliance requirements ??

    Please guide me with the compliance requirements and the due dates.

    Thanks

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