India: New Disclosure Requirements For Limited Liability Partnerships And Partners

The Ministry of Corporate Affairs (MCA) has notified the Limited Liability Partnership (Third Amendment) Rules, 2023 (Amended Rules) aimed at strengthening the disclosure norms in terms of beneficial interests in a Limited Liability Partnership (LLPs). The Amended Rules are effective from 27 October 2023 (Effective Date). The key compliances under the Amended Rules include:

1. Register of Partners: LLPs are required to maintain a register of partners in Form 4A at the registered office of the LLP (ROP). The register of partners must record details including the name, address, permanent account number card details, amount and nature of contribution and other details as mentioned under the Amended Rules.
2. Timelines: LLPs existing on the Effective Date must maintain a ROP within 30 days from the Effective Date, and LLPs incorporated thereafter must maintain a ROP from the date of its incorporation.
3. Declaration of beneficial interest: Partners of an LLP are now required to declare their interest in the contribution in the LLP. Two categorisations have been introduced i.e., registered partner and beneficial partner. Any person whose name is entered into the ROP, but does not hold any beneficial interest, fully or partly, in the contribution is a Registered Partner; and any person who holds or acquires a beneficial interest in the contribution, but whose name is not registered in the register of partners is a Beneficial Partner.
4. Form and timeline for declaration: A Registered Partner must make a declaration specifying the name and other particulars of the person who actually holds the beneficial interest, to the LLP in Form 4B, within 30 days of the date of inclusion of the name in the ROP. A Beneficial Partner must make a declaration to the LLP in Form 4C within 30 days of acquiring such beneficial interest. Any change in the beneficial interest must be declared within 30 days from the date of such change.
5. Filing of Declaration with Registrar of Companies (RoC): On receiving any declaration as mentioned in paragraph (iv) above, the LLP must record such declaration and file it with the RoC in Form 4D, within 30 days of receipt of said declarations.
6. Appointment of designated partner to provide information: An LLP is required to specify a designated partner who will be responsible for furnishing of and extending co-operation for providing information with respect to beneficial interest in contribution in the LLP to the RoC. The LLP is required to file information of such designated partner with the RoC in Form 4.