The Ministry of Corporate Affairs (MCA) notified the LLP (Amendment) Rules, 2022 and inserted new rules concerning the LLP. These rules will come into effect from 1 April 2022. The LLP (Amendment) Rules, 2022, amends the LLP Rules, 2009.
Allotment of Name to Existing LLP
The new rule 19A provides for the allotment of the new name for the existing LLP under Section 17(3) of the LLP Act, 2008. Where an LLP does not change its name as per the directions issued under Section 17(1) of the LLP Act within three months, the new name of the LLP will be the combination of the below:
- Letters ‘ORDNC’ (Order of Regional Director Not Complied)
- Year of passing direction
- Serial number
- Existing LLPIN
The Registrar of Companies will enter the new name in the register of LLP and issue a new certificate of LLP incorporation in Form 16A. The LLPs whose name has been changed by the Registrar of Companies should comply with Section 21 of the LLP Act and mention the statement ‘Order of Regional Director Not Complied (under section 17 of the LLP Act, 2008)’ below its name on its official correspondence, invoices and publications. However, if the LLP subsequently changes its name according to Section 19 of the LLP Act, there is no requirement to mention such a statement.
Adjudication of Penalties
The new rule 37A, 37B, 37C and 37D provides for the adjudication of LLP penalties. The Central Government can appoint any officer not below the rank of Registrar as adjudicating officers for adjudicating penalty under the LLP Act.
The adjudicating officer can pass an order of penalty against an LLP after sending notice and hearing the concerned person of the LLP. The adjudicating officer will send the order copy to the partner/designated partner of the LLP and the regional director. The LLP must pay the penalty only through the MCA portal.
The LLP can file an appeal within sixty days of passing the order by the adjudicating officer in form 33 – LLP ADJ setting forth the appeal grounds. The regional director’s office will register the appeal and give a serial number when it is in order. The regional director will notify the adjudicating director against whose order an appeal is filed.
The regional director will hear the parties to the appeal and pass an order in writing. The order passed by the regional director will be communicated to the adjudicating officer, the appellant (LLP that files the appeal) and the Central Government.
For any clarifications/feedback on the topic, please contact the writer at mayashree.acharya@cleartax.in.
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