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New provisions related to Allotment of New Name to Existing LLP, introduced vide LLP (Amendment) Rules, 2022

Bhumika Indulia

The Central Government notifies Limited Liability Partnership (Amendment) Rules, 2022 to amend the Limited Liability Partnership Rules, 2009.

Key Amendments:

19A. Allotment of new name to existing LLP under sub-section (3) of section 17:

    1. In case a Limited Liability Partnership (herein after referred to as ―LLP‖) fails to change its name or new name,
      as the case may be, in accordance with the direction issued under sub-section (1) of section 17 within a period of three months from the date of issue of such direction, the letters ―ORDNC‖ (which is an abbreviation of the words ―Order of Regional Director Not Complied‖), the year of passing of the direction, the serial number and the existing LLPIN of the LLP shall become the new name of the LLP without any further act or deed by the LLP, and the Registrar shall accordingly make entry of the new name in the register of LLP and issue a fresh certificate of incorporation in Form No. 16A:
      Provided that nothing contained in sub-rule (1) shall apply in case e-form LLP Form No-5 filed by the LLP is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director unless the said e- form is subsequently rejected.
    2. The LLP whose name has been changed under sub-section (3) of section 17 shall at once make necessary
      compliance with the provisions of section 21 and the statement, ―Order of Regional Director Not Complied (under section 17 of the LLP Act, 2008)‖ shall be mentioned in brackets below the name of LLP on its invoices, official correspondence, and publications:
      Provided that no such statement shall be required to be mentioned in case the LLP subsequently changes its name in accordance with section 19.

37A. Adjudication of penalties. –

    1. The Central Government may appoint any of its officers, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of the Act.
    2. Before adjudging penalty, the adjudicating officer shall issue a written notice, to the limited liability partnership, partner or designated partner of a limited liability partnership or any other person who has committed non-compliance or made default under the Act, as the case may be, to show cause, within such period as may be specified in the notice (not being less than fifteen days and not more than thirty days from the date of service thereon), why the penalty should not be imposed on it or him.
    3. Every notice issued under sub-rule (2), shall clearly indicate the nature of non-compliance or default under the Act alleged to have been committed or made by such limited liability partnership, its partner or its designated partner, or any other person, as the case may be and also draw attention to the relevant penal provisions of the Act and the maximum penalty which can be imposed on such limited liability partnership, its partners or designated partners or any other person, as the case may be.
    4. The reply to such notice shall be filed in electronic mode only within the period as specified in the
      notice:
      Provided that the adjudicating officer may, for reasons to be recorded in writing, extend the period referred to above by a further period not exceeding fifteen days, if the limited liability partnership or its partners or designated partners or any other person, as the case may be, satisfies the adjudicating officer that it or he has sufficient cause for not responding to the notice within the stipulated period or the adjudicating officer has reason to believe that the limited liability partnership or its partners or designated partners or any other person has received a shorter notice and did not have reasonable time to give reply.
    5. If, after considering the reply submitted by such limited liability partnership or its partners or designated partners, or any other person, as the case may be, the adjudicating officer is of the opinion that physical appearance is required, he shall issue a notice, within a period of ten working days from the date of receipt of reply fixing a date for the appearance of such limited liability partnership, through its authorised representative, or partners or designated partners, or any other person, whether personally or through his authorised representative:
      Provided that if any person, to whom a notice is issued under sub-rule (2), desires to make an oral representation, whether personally or through his authorised representative and has indicated the same while submitting his reply in electronic mode, the adjudicating officer shall allow such person to make such representation after fixing a date of       appearance.
    6. On the date fixed for hearing and after giving a reasonable opportunity of being heard to the person concerned, the adjudicating officer may, subject to reasons to be recorded in writing, pass any order in writing as he thinks fit including an order for adjournment:
      Provided that after the hearing, the adjudicating officer may require the concerned person to submit his reply in writing on certain other issues related to the notice under sub–rule (2), relevant for determination of the default.
    7. The adjudicating officer shall pass an order –
      (a) within thirty days of the expiry of the period specified in sub–rule (2), or of such extended period as referred therein, where physical appearance was not required under sub–rule (5);
      (b) within ninety days of the date of issue of notice under rule (2), where any person appeared before the adjudicating officer under sub–rule (5):
      Provided that in case an order is passed after the aforementioned duration, the reasons of the delay shall be recorded by the adjudicating officer and no such order shall be invalid merely because of its passing after the expiry of such thirty days or ninety days as the case may be.
    8. Every order of the adjudicating officer shall be duly dated and signed by him and shall clearly state the reasons for requiring the physical appearance under sub–rule (5).
    9. The adjudicating officer shall send a copy of the order passed by him to the concerned limited liability partnership, its partner or designated partner or any other person or all of them and to the Regional Director and a copy of the order shall also be uploaded on the website.
    10. For the purposes of this rule, the adjudicating officer shall exercise the following powers, namely: –
      (a) to summon and enforce the attendance of any person acquainted with the facts and circumstances of the case after recording reasons in writing.
      (b) to order for evidence or to produce any document, which in the opinion of the adjudicating officer, may be useful for or relevant to the subject matter of the inquiry.
    11. If any person fails to reply or neglects or refuses to appear as required under sub–rule (5) or sub–rule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, in the absence of such person after recording the reasons for doing so.
    12. Penalty shall be paid through Ministry of Corporate Affairs portal only.
    13. All sums realised by way of penalties under the Act shall be credited to the Consolidated Fund of India.

37B. Appeal against order of adjudicating officer:

    1. Every appeal against the order of the adjudicating officer shall be filed in writing with the Regional Director having jurisdiction in the matter 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 party in Form No 33 – LLP ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of the order against which the appeal is sought:
      Provided that the       Regional Director may entertain an appeal after the expiry of the said period of sixty days, but within a further period of not exceeding thirty days, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the period so specified:
      Provided       further that where the party is represented by an authorised representative, a copy of such authorisation in favour of the representative and the written consent thereto by such authorised representative shall also be appended to the appeal:
      Provided       also that an appeal in Form No 33 – LLP ADJ shall not seek reliefs therein against more than one order unless the reliefs prayed for are consequential.
    2. Every appeal filed under this rule shall be accompanied by a fee of one thousand rupees for Small LLPs and two thousand and five hundred rupees for other than Small LLPs.

37C. Registration of appeal:

    1. On the receipt of an appeal, office of the Regional Director shall endorse the date on such appeal and shall sign such endorsement.
    2. If, on scrutiny, the appeal is found to be in order, it shall be duly registered and given a serial number:
      Provided       that where the appeal is found to be defective, the Regional Director may allow the appellant such time, not being less than fourteen days following the date of receipt of intimation by the appellant from the Regional Director about the nature of the defects, to rectify the defects and if the appellant fails to rectify such defects within the time period allowed as above, the Regional Director may by order and for reasons to be recorded in writing, decline to register such appeal and communicate such refusal to the appellant within a period of seven days thereof:
      Provided       further that the Regional Director may, for reasons to be recorded in writing, extend the period referred to in the first proviso above by a further period of fourteen days if an appellant satisfies the Regional Director that the appellant had sufficient cause for not rectifying the defects within the period of fourteen days referred to in the first proviso.

37D. Disposal of appeal by Regional Director:

    1. On the admission of the appeal, the Regional Director shall serve a copy of appeal upon the adjudicating officer against whose order the appeal is sought along with a notice requiring such adjudicating officer to file his reply thereto within such period, not exceeding twenty–one days, as may be stipulated by the Regional Director in the said notice:
      Provided that the Regional Director may, for reasons to be recorded       in writing, extend the period referred to in sub– rule (1) above for a further period of twenty–one days, if the adjudicating officer satisfies the Regional Director that he had sufficient cause for not being able to file his reply to the appeal within the above–said period of twenty–one days.
    2. A copy of every reply, application or written representation filed by the adjudicating officer before the Regional Director shall be forthwith served on the appellant by the adjudicating officer.
    3. The Regional Director shall notify the parties, the date of hearing of the appeal which shall not be a date
      earlier than       thirty days following the date of such notification for hearing of the appeal.
    4. On the date fixed for hearing the Regional Director may, subject to the reasons to be recorded in writing,
      pass any       order as he thinks fit including an order for adjournment of the hearing to a future date.
    5. In case the appellant or the adjudicating officer does not appear on the date fixed for hearing, the Regional
      Director may       dispose of the appeal ex–parte:
      Prov      ided that where the appellant appears afterwards and satisfies the Regional Director that there was sufficient cause for his non–appearance, the Regional Director may make an order setting aside the ex–parte order and restore the appeal.
    6. Every order passed under this rule shall be dated and duly signed by the Regional Director.
    7. A certified copy of every order passed by the Regional Director shall be communicated to the adjudicating
      officer and to the appellant forthwith and to the Central Government.
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