Section 25 of LLP registration of Alterations in Partners

Wish to change the composition of your LLP? Find below in this article a quick overview of Section 25 of the LLP Act. 

Section 25: LLP Registration of Alterations in Partners

25. (1) During LLP registration, every partner shall inform the limited liability partnership of any change in his name or address within a period of fifteen days of such change.

Section 25(1) of the LLP Act states that any alteration in a partner’s address or name must be reported to the LLP within 15 days. The term ‘shallt’ implies that all partners must notify the LLP of any changes in their address or name within 15 days. In an LLP, every partner must update his or her address or name on Form 6 of the LLP.

(2) A limited liability partnership shall

(a) where a person becomes or ceases to be a partner, file a notice with the Registrar within thirty days from the date he becomes or ceases to be a partner and

(b) Where there is any change in the name or address of a partner, file a notice with the Registrar within thirty days of such change, similar to the procedures followed in company registration online.

The LLP regulations provide that changes in LLP Partners name and address are made for the purpose of section 25(2).

(3) A notice filed with the Registrar under sub-section (2)—

(a) shall be in such form and accompanied by such fees as may be prescribed;

(b) shall be signed by the designated partner of the limited liability partnership and authenticated in a manner as may be prescribed; and

(c) if it relates to an incoming partner, shall contain a statement by such partner that he consents to becoming a partner, signed by him and authenticated in the manner as may be prescribed.

The word ‘shall’ in Section 25(3) indicates a mandatory prescription. For the purposes of section 25(3), LLP rule 22(3) states that the notice of a person becoming a partner is preferred. It must include a signed statement from the incoming partner stating that he has given his assent to become a partner.

[(4) If the limited liability partnership contravenes the provisions of sub-section (2), the limited liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees.

Section 25(4) provides for the penalty established for violations of Section 25(2).

(5) If the contravention referred to in sub-section (1) is made by any partner of the limited liability partnership, such partner shall be liable to a penalty of ten thousand rupees.]

Section 25(5) provides for the penalty established for violations of Section 25(1).

(6) Any person who ceases to be a partner of a limited liability partnership may himself file with the Registrar the notice referred to in sub-section (3) if he has reasonable cause to believe that the limited liability partnership may not file the notice with the Registrar and in case of any such notice filed by a partner, the Registrar shall obtain a confirmation to this effect from the limited liability partnership unless the limited liability partnership has also filed such notice:

Provided that where no confirmation is given by the limited liability partnership within fifteen days, the registrar shall register the notice made by a person ceasing to be a partner under this section.

Section 25(6) of the LLP Act states that any individual who wishes to cease from being an LLP partner may file an application with the registrar if he has reasonable grounds to suspect that LLP may not file the notice with the registrar.

Section 25 of Limited Liability Partnership Registration of Alterations in Partners

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