LLP ROC Compliance
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- LLP Reports
- Financial Statement Preparation
- Form 11 Filing
- Form 8 Filing
Limited Liability Partnerships: ROC and Non-ROC Compliances
When considering the advantages and disadvantages of partnership firms and companies, it becomes evident that partnership firms have fewer compliances but expose partners to unlimited liability. In contrast, companies have more regulatory filings but are preferred for growing businesses due to easier governance and fundraising.
For individuals seeking limited liability without extensive compliances, Limited Liability Partnerships (LLPs) offer an ideal solution. LLPs limit partners’ liability to their capital contribution. The Registrar of Companies (ROC) under the Ministry of Corporate Affairs governs LLPs. Compared to companies, LLPs have fewer ROC compliances. Here is an overview of the essential ROC compliance requirements for LLPs.
LLP ROC Compliances
LLP Form-3: Partners must execute and file the LLP agreement with the ROC within 30 days of incorporation using LLP Form-3.
Annual Return Filing: LLPs must file an annual return in Form-11 within 60 days from the end of the financial year (by May 30 each year), regardless of turnover. Form 11 includes basic LLP information, partner details, total contributions, and any penalties or compounding offenses.
Statement of Account and Solvency: LLPs must file Form-8 within 30 days after six months from the financial year’s end (by October 30). This statement includes transaction details and financial position. It also includes declarations on turnover, charge statements, and maintenance of accounting records.
Audit Requirements: According to Rule 24 of the LLP Rules, 2009, LLPs must have their accounts audited by a Chartered Accountant if their turnover exceeds Rs. 40 lakhs or contributions exceed Rs. 25 lakhs. If these thresholds are not met, partners must include a statement acknowledging their responsibility for maintaining adequate accounting records.
LLP Non-ROC Compliances
Beyond ROC filings, LLPs must comply with additional requirements:
Income Tax Return: LLPs must file income tax returns by July 31. If turnover exceeds the specified threshold, accounts must be audited by a Chartered Accountant under the Income Tax Act, 1961, with a due date of September 30. The current thresholds are Rs. 1 crore for business and Rs. 50 lakhs for profession. Other tax compliances include TDS/TCS, advance tax, and Alternate Minimum Tax.
GST Compliance: LLPs registered under GST must file GST returns and comply with all GST regulations.
Other Legal Requirements: LLPs must comply with other applicable laws depending on their business transactions.
Importance of Adhering to ROC Compliance for LLPs
Adhering to annual ROC compliances is crucial to avoid fines and penalties. Delays in filing Form-8 or Form-11 result in a penalty of Rs. 100 per day per form from the due date until actual filing.
FAQs
If an LLP is incorporated on or after October 1st of a financial year, it can close its first financial year either on the upcoming March 31st or the following one. This means the LLP can file its first financial year details after a period extending up to 18 months.
The forms required for conversion include:
- Partnership Firm: For converting a partnership firm into an LLP, file Form-17 along with Form-2 for the conversion and incorporation of the LLP.
- Company: For converting a company into an LLP, file Form-18 along with Form-2 for the conversion.
No, only unlisted public companies and private companies can be converted into an LLP.
To inspect LLP documents, log in to the LLP portal. The following documents are available for inspection by any person upon payment of a fee of Rs. 50:
- Incorporation document
- Annual Return
- Statement of Accounts and Solvency
- Name of the partners and any changes made therein
If there is an admission or resignation of any partner in the LLP, notify the ROC by filing Form-3 and Form-4. Form-3 is used to provide information about the LLP agreement and any changes made, while Form-4 is for the appointment, cessation, or change in details of the designated partners.
