LLP to declare “Beneficial Interest” holders, contributions of their partners

The Ministry of Corporate Affairs (MCA) has notified Limited Liability Partnership (Third Amendment) Rules, 2023 to addressed that LLP to declare “Beneficial Interest” holders and contributions of their partners.

The Notification Stated:

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.

These rules may be called the Limited Liability Partnership (Third Amendment) Rules, 2023. They shall come into force on the date of their publication in the Official Gazette.

In the Limited Liability Partnership Rules, 2009 (hereinafter referred to as the said rules), after rule 22, the following rules shall be inserted, namely:-

“22A. Register of Partners.- (1) Every limited liability partnership shall, from the date of its incorporation, maintain a register of its partners in Form 4A which shall be kept at the registered office of the limited liability partnership:

Provided that in the case of limited liability partnership existing on the date of commencement of the Limited Liability Partnership (Third Amendment) Rules, 2023, shall maintain the register of partners in Form 4A within thirty days from such commencement.

(2) The register of partners shall contain the following particulars, in respect of each partner, namely:-

(a) name of the partner; address (registered office address in case the member is a body corporate); e-mail address; Permanent Account Number or Corporate Identification Number; Unique Identification Number, if any; father or mother or spouse’s name; occupation; status; Nationality; name and address of nominee;

(b) date of becoming partner;

(c) date of cessation;

(d) amount and nature of contribution (indicating tangible, intangible, movable, immovable or other benefit to the limited liability partnership, 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,

(3) The entries in the register maintained under this rule shall be made within seven days pursuant to any change made in the contribution amount, or in name and details of the partners in the Limited Liability Partnership agreement, or in cases of cessation of partnership interest.

(4) If any rectification is made in the register maintained under this rule by the Limited Liability Partnership pursuant to any order passed by the competent authority under any law, the necessary reference of such order shall be indicated in the respective register and for reasons to be recorded in writing.

Provided that where any change occurs in the beneficial interest in such contribution, the beneficial partner shall, within a period of thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4C.

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