MCA releases Filing steps and FAQs on FORM 3 LLP

Following the replacement of  the Form 3 of Limited Liability Partnership (LLP), the Ministry of Corporate Affairs (MCA) has released the filing steps and Frequently Asked Questions (FAQs) on Form 3.

The Form 3 has two purposes: the first is to document the initial LLP agreement (Purpose 1), and the second is to document any revisions to the LLP agreement (Purpose 2).

With regards to Initial LLP Agreement/ Purpose 1

Within thirty days of the date of incorporation, Limited Liability Partnerships (LLPs) must submit Form 3 LLP to the Registrar in compliance with Purpose 1. As a result, the LLPs must submit Form 3 LLP for Purpose 1 once after incorporation.

For the purposes of the original agreement, it is not possible to alter the downloaded details of Partners or Designated Partners. The Monetary Value of Contribution amounts that have been pre-filled in the excel file for each Partner and Designated Partner are also used to automatically determine the percentage values. Also, there is no option to upload the excel files as the details are non-editable for the Purpose 1.

With regard to Purpose 1, the user’s submission of the agreement using this form will update the automatically determined percentage of each Partner and Designated Partner as well as other pertinent information.

With regards to Changes in LLP Agreement/ Purpose 2

Within thirty days of any changes made to the LLP Agreement, the Limited Liability Partnerships (LLPs) are obliged to file Form 3 LLP with the Registrar in accordance with Purpose 2.

The purposes for which LLP Form 3 can be filed under Purpose 2 are change in business activities, change in partner(s), change in partner’s contribution and % of profit sharing, change due to other reasons.

Linked Filing:

1. A linked filing to Form 5 will be necessary if a change in business operations necessitates a name change [if yes is put in Field 18(d) of the form].
2. If there is any change in partner(s), the change shall be related to Addition/ Deletion of a Partner/ Designated Partner. A Linkage to Form 4 is needed for Partner/DP Addition/Deletion.
3. If the change is only related to Change in Form of Contribution or Monetary Value of Contribution or Percentage of Profit Sharing, then only this field is required to be selected.

If the modification solely affects fields pertaining to contributions, Form 4 need not be linked. However, this field will also be automatically selected if “Change in Partner” has been chosen.

No linkage is required if you have any other reasons for the change.

Also, when you look at the form 3, there are some details captured in Table 19(a) in the new version.  It includes:

1. Whether Body Corporate Partner (Yes/No)
2. DPIN/Income Tax PAN/Passport number of the partner/nominee
3. Details of DIN/Income Tax PAN/Passport number
4. Name of Individual Partner / Nominee of Body Corporate
5. Type of Body Corporate
6. LLPIN/CIN/FCRN/FLLPIN/Other Identification Number
7. Details of LLPIN/CIN/FCRN/FLLPIN/Other Identification Number
8. Name of Body Corporate
9. Designation (Partner/Designated Partner)
10. Form of contribution (Conversion/Cash/ Other than cash)
11. Monetary value of contribution
12.  % of Profit sharing
13. Type of change (Addition/Deletion/Change/No Change)

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