MCA has notified the Limited Liability Partnership (LLP) (Second Amendment) Rules 2018. LLP Form RUN-LLP/ FiLLiP have been introduced in place of LLP Form 1 and 2, for reserving name and incorporation application respectively. LLP Forms 5, 16, 17, 18, 19 have been amended/ substituted. Further Form RUN-LLP, Form 5, 17, 18 to be processed by CRC, as per amended LLP Rules. The amended LLP Rules shall come into force w.e.f. 2 Oct. 2018.
LLP Form 1 has been replaced with RUN-LLP for making Application to CRC for Reserving the Name of the LLP and Form 2 has been replaced with Form FiLLip for making Application to register an LLP. Now LLP name can be reserved in advance using RUN-LLP, like in the case of companies Form SPICe is used.
G.S.R. __ (E).- In exercise of the powers conferred by sub-sections (1) and (2) of section 79 of the Limited Liability Partnership Act, 2008 (6 of 2009), the Central Government hereby makes the following rules further to amend the Limited Liability Partnership Rules, 2009, namely:
1. (1) These rules may be called the Limited Liability Partnership (Second Amendment) Rules, 2018. (2) They shall come into force with effect from the 2nd October, 2018.
2. In the Limited liability Partnership Rules, 2009,-
(a) in rule 3, after sub-rule (2), the following shall be inserted, namely:
“(3) Form RUN-LLP (Reserve Unique Name-limited Liability Partnership), Form FiLLiP (Form for incorporation of Limited Liability Partnership), Form 5, Form 17 and Form 18 shall be processed by the Registrar, Central Registration Center (CRC) for and on behalf of the jurisdictional Registrar.
Explanation.- For the purposes of this sub-rule, Central Registration Center means the office of Central Registration Center as established under sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) by the Government of India vide notification number S.0. 218(E) dated 22nd January, 2016
(b) in rule 8, in the proviso, for the word and figure ”Form 2”, the word and letters “Form FiLLiP” shall be substituted;
(c) for rule 11, the following rule shall be substituted, namely:-
“11. (1) For the purposes of section 11, the incorporation document shall be filed in Form FiLLiP with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated alongwith fee as provided in Annexure ‘A’:
Provided that if an individual required to be appointed as designated partner does not have a DPIN or DIN, application for allotment of DPIN shall be made in Form FiLLiP :
Provided further that the application for allotment of DPIN shall not be made by more than two individuals in Form FiLLiP:
Provided also that an application for reservation of name may be made through Form FiLLiP:
Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-LLP and which has been approved, he may fill the reserved name as the proposed name of limited liability partnership.
(2) (a) Where the Registrar, on examining Form FiLLiP, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.
(b) After re-submission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days time to remove such defects or deficiencies:
Provided that the total period for re-submission of documents shall not exceed thirty days.
(3) The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in “Form 16.”;
(d) in rule 13,
(a) the word and figure ”Form 2” the word and letters ”Form FiLLiP” shall be substituted.”
(e) in rule 18, in sub-rule (2),-
(A) clause (viii) shall be omitted;
(B) clause (xiv) shall be omitted;
(C) for sub-rule (5) the following shall be substituted, namely:-
5. Every such application shall be made through the web service, RUN-LLP, available at www.mca.gov.in and be accompanied by fee as mentioned in Annexure ’A’, which may either be approved or rejected, as the case may be, by the Registrar after allowing a re-submission of such application within fifteen days for rectification of defects.”
(f) for Form 1 and Form 2, the following shall be substituted, namely:-
(Reserve Unique Name-LLP)
(Form for incorporation of Limited Liability Partnership)
(g) for Form 5, the following form shall be substituted, namely:-
Notice for change of name
(h) for Form 16, Form 17, Form 18 and Form 19, the following forms shall be substituted namely,-
CERTIFICATION OF INCORPORATION
Application and statement for the conversion of a firm into limited liability Partnership (LLP)
Application and Statement for conversion of a private company/ unlisted public company into limited liability partnership
CERTIFICATE OF REGISTRATION ON CONVERSION
(Please refer above attachment for detailed formats)