MCA General Circular No. 08/2023: Condonation of Delay in Filing of LLP Forms

On the 23rd of August, 2023, the Ministry of Corporate Affairs, Government of India, issued General Circular No. 08/2023, bearing the reference F. No. Policy-01/2/2021-CL-V-MCA-Part(3), addressing a crucial matter pertaining to the compliance of Limited Liability Partnerships (LLPs) under the framework of the Limited Liability Partnership Act, 2008, in conjunction with the Companies Act, 2013.

This circular introduces provisions for the condonation of delay in filing specific forms - Form-3, Form-4, and Form-11 aimed at mitigating challenges faced by LLPs and facilitating smoother regulatory compliance.

The MCA has received representations that certain LLPS are finding difficulties 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 various reasons including due to mismatch in the master data in electronic registry of the Ministry. Due to this, the records/data in the electronic registry are also not being updated.

The salient features of the Circular are as follows:-

??Form 3 - LLP Agreement and changes therein & Form 4- Notice of appointment, cessation, change in name/ address/designation of a designated partner or partners :

• Form-3 and Form-4 will be processed under the Straight Through Process (STP) mode for all purposes, except for changes in business activities.
• In case there are multiple amendments and the same has been not filed yet, then the Stakeholders are advised to file these forms sequentially, starting with the oldest events, to update the master data accurately.
• Pre-filled data from existing master data will be provided in the forms, with the option to edit. The responsibility for correct data lies with the stakeholders. Misrepresentation could lead to adverse actions.
• Filing Form-3 & Form 4, without additional fees will be allowed for event dates starting from 01.01.2021. For events before 01.01.2021, additional fees will be applicable (2 times and 4 times the normal filing fees for small LLPs and other than small LLPs, respectively).
• Form-3 and Form 4 filing without additional fees will be available from 01.09.2023 to 30.11.2023.

??Form 11 - Annual Return of LLP

• The filing of Form-11 without additional fee shall be applicable for the financial year 2021-22 onwards.
• Form-11 for previous years (prior to financial year 2021-22) can be filed with 02 times and 04 times of normal filing fee as additional fee for small LLPs and Other than small LLP’s respectively.
• These forms shall be available for filing from 01.09.2023 onwards till 30.11.2023 (both dates inclusive)

The main objective of the relaxation circular is to alleviate the financial burden of additional fees for LLPs encountering difficulties in timely filings due to various reasons, including discrepancies in electronic registry data. LLPs that avail of this concession will be safeguarded against adverse actions stemming from delayed Form-3, Form-4, and Form-11 submissions.

In conclusion, the issuance of General Circular No. 08/2023 marks a significant stride towards facilitating compliance for LLPs facing challenges in meeting filing deadlines. This proactive approach by the Ministry of Corporate Affairs demonstrates a commitment to supporting businesses in their regulatory journey. While this circular provides a valuable chance for non-compliant LLPs to rectify their status without incurring additional financial burden, it's important to acknowledge that those LLPs that have already complied belatedly, incurring late fees, are not explicitly addressed in this circular.

Enclosed: Copy of General Circular No.08/2023