MCA Amends LLP Norms; Mandates Declaration of Beneficial Interest & Keeping of Register for Partners

Notification No. G.S.R. 803(E), Dated: 27.10.2023

The Govt. has notified LLP (Third Amendment) Rules, 2023. As per the amended rules, a person whose name is entered in register of partners of LLP but doesn’t hold any beneficial interest in contribution must file a declaration to that effect in Form 4B within 30 days from the date on which his name is entered in the register specifying the name and other particulars of the person who actually holds any beneficial interest in such contributions.

However, if any change occurs in the beneficial interest in such contribution, the registered partner must make a declaration of such change to the LLP in Form 4B within a period of 30 days from the date of such change.

Every person who holds or acquires a beneficial interest in the contribution of an LLP but his name is not registered in the register of partners must file with LLP a declaration disclosing interest in Form 4C within a period of 30 days after acquiring such beneficial interest in the contribution of the LLP specifying the nature of interest, particulars of the partner in whose name the contribution stand registered in the books of the LLP.

Further, every LLP must maintain a register of its partners in Form 4A from the date of its incorporation. The register must be kept at the registered office of LLP. The register of partners must contain the following particulars, in respect of each partner, namely –

(a) Name of partner, address, email address, PAN or CIN, Unique Identification Number (UIN) if any, father or mother or spouse’s name, occupation, status, nationality, name and address of the nominee.

(b) Date of becoming a partner

(c) Date of cessation

(d) Amount and nature of contribution (indicating tangible, intangible, movable, immovable or other benefit to the LLP including money, promissory notes, other agreements to contribute cash or property, and contracts for services performed or to be performed) with monetary value and

(e) Any other interest, if any.

Also, the entries in the register must be made within 7 days pursuant to any change made in the contribution amount or in the name and details of the partners in the LLP agreement, or in cases of cessation of partnership interest.

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