Jan 23, 2024

LLPs to Maintain Register of Partners and Make Filings Identifying Registered and Beneficial Partners

The MCA, by way of a Notification dated October 27, 2023, amended the Limited Liability Partnership Rules, 2009, to incorporate new provisions in relation to (i) maintaining a register of partners (‘ROP’) by every limited liability partnership (‘LLP’); and (ii) identification of registered and beneficial partners of an LLP and making necessary filings with the MCA in this regard.

The amendment inter alia requires every LLP to maintain an ROP from the date of its incorporation, in the format prescribed under Form 4A, which includes details such as name of the partner, the date of becoming partner, date of cessation, amount and nature of contribution with monetary value and any other interest. All existing LLPs are also required to comply with this obligation within 30 days from October 27, 2023. Any change in the particulars of the partners is also required to be made within seven days of such change.

The amendment further requires that a person whose name is entered in the ROP (‘Registered Partner’) but who does not hold any beneficial interest in the contribution, needs to make a declaration in Form 4B, within 30 days from the date such person’s name is entered in the ROP, specifying the name and other particulars of the person who holds any beneficial interest (‘Beneficial Partner’) in such contribution. Similarly, the Beneficial Partner needs to make a declaration in Form 4C, within 30 days of acquiring the beneficial interest in such contribution, specifying the name and other particulars of the Registered Partner. Upon receiving these declarations, the LLP must record such declarations in the ROP and must make a filing in Form 4D to this effect with the MCA.

Additionally, LLPs are now also required to specify a designated partner who must be responsible for furnishing of and extending co-operation for providing information with respect to beneficial interest to the Registrar or such other officer authorized by the Central Government. In the absence of specifying a designated partner, all the designated partners must be deemed to be responsible for this.




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