DELAY IN FILING LLP FORM-3, FORM-4 AND FORM-11IS CONDONED BY MCA TILL NOVEMBER 2023

INTRODUCTION

The Ministry of Corporate Affairs, Government of India (“MCA”) has laid down a scheme for condonation of delay in filing of Form-3, Form-4 and Form-11 (“Forms”) under Section 67 of Limited Liability Partnership Act, 2008 read with Section 460 of the Companies Act, 2013 vide General Circular No. 08/2023 dated August 23, 2023, (“Circular”).¹ The Circular provides one-time relaxation in additional fees to those Limited Liability Partnerships (“LLPs”) who could not file the Forms within the deadline. Additionally, the Circular provides the LLPs with an opportunity to modify their filings and details in Master-data for future compliances.

BACKGROUND

The LLPs had made several representations before the Government about the difficulties faced in filing Form-3 (LLP Agreement and changes therein), Form-4 ( Notice of appointment, cessation, change in name/address/designation of a designated partner or partner and consent to become a partner/designated partner) and Form-11 (Annual Return of LLP) for reasons such as mismatch in the master data in electronic registry of the Ministry. The records or data also failed to get uploaded in the electronic registry due to such mismatch. In order to address these difficulties faced by the LLPs and promote ease of doing business, the MCA has introduced the condonation scheme for delay in filing the Forms.

KEY HIGHLIGHTS OF THE CONDONATION SCHEME

1. Straight Through Process (“STP”): The Form-3 and Form-4 needs to be processed under STP mode for every purposes other than any change in business activities. The filing needs to be done in a sequential manner, according to the date of events, in order to update the master data systematically.


2. Onus of filing: The Form-3 and Form-4 would contain pre-filled data as per existing master data of LLP but, there will be a facility to edit the same. The stakeholders shall have the onus of filing correct data and in case of any misrepresentation, the Designated Partner and the person certifying the Form would be held liable.


3. Filing Fees: No additional fees would be levied for filing Form-3 and Form-4 for events on or after 01.01.2021. For prior events, additional fees, twice and four times the normal filing fees would be levied on small LLPs and other LLPs respectively. For filing Form-11, no additional fee would be charged on or after the financial year 2021-22. For prior events, conditions similar to filing of Form-3 and Form-4 would apply.


4. Availability of the Forms and delayed filings: The Forms can be filed from September 1, 2023, to November 30, 2023, including both the dates. No action would be taken against the LLPs for delayed filing of the Forms.

CONCLUSION

The Circular is a pragmatic and supportive measure to address the challenges faced by LLPs. The government’s decision to provide this one-time relaxation reflects a proactive approach to support businesses, streamline compliance processes, and facilitate the accurate maintenance of records in the electronic registry. It aims at reducing the burden on LLPs and encouraging them to meet their compliance requirements effectively.