After registration of a Limited Liability Partnership (LLP), there are a number of compliances that need to be done. There are two such forms which are filed annually. While one is Form 8, which deals with Statement of Accounts and Solvency; the other is Form 11 which deals with filing of Annual Return. We would be discussing filing of Form 11, i.e., filing of annual return of a Limited Liability Partnership.
SECTION 35 OF LIMITED LIABILITY PARTNERSHIP ACT, 2008
- Every limited liability partnership shall file an annual return duly authenticated with the Registrar within 60 days of closure of its financial year in such form and manner and accompanied by such fee as may be prescribed
- Any limited liability partnership which fails to comply with the provisions of Section 35 shall be punishable with fine which shall not be less than twenty thousand rupees (INR 25,000) but which may extend to five lakh rupees (INR 5, 00, 000)
- If the limited liability partnership contravened the provisions of Section 35, the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees (INR 10,000) but which may extend to one lakh rupees (INR 1, 00, 000)
WHAT DOES THE RULE SAYS?
Rule 25 of the Limited Liability Partnership Rules, 2009 deals with filing of annual return through Form 11. The rule says that every limited liability partnership has to file an annual return with the Registrar in Form 11.
The annual return of an LLP having turnover up to five crore rupees (INR 5, 00, 00, 000) during the corresponding financial year or contribution of partners up to fifty lakh rupees (INR 50, 00, 000) is to be accompanied with a certificate from a designated partner, other than the signatory to the annual return, to the effect that annual return contains true and correct information. In all other cases, the annual return is to be accompanied with a certificate from a company secretary in practice to the effect that he has verified the particulars from the books and record of the limited liability partnership and found them to be true and correct.
DATE OF FILING AND PENALTY FOR LATE FILING
Form 11 is to be submitted within sixty (60) days of closure of the financial year, i.e., 30th May as the financial year closes at 31st March. If it is not filed within the time limit mentioned then a penalty of hundred rupees (INR 100) is charged per day till the date of filing.
CONTENT OF FORM 11
- Limited Liability Partnership Identification Number
- Address of registered office
- Other address if declared, for service of documents
- Date of closure of Financial Year to which the Annual Return relates
- Business classification (with reference to one or more categories prescribed for business, trade, profession, service or occupation classification)
- Contribution received by all partners of the LLP in respect of the corresponding financial year (this amount should be same as amount of contribution received in Statement of account and solvency form)
- Details of penalties imposed on the LLP, its partners and designated partners. Details of offences compounded by the LLP is to be provided as well
- Details of LLP and/ or company in which the partner or designated partner are director
- Any other information that needs to be provided
The form needs to be digitally signed by the designated partner of the LLP. The Designated Partner Identification Number is to be entered as well
In case total number of designated partners (DP) and partners as on 31st March of the financial year for which return is being filed exceeds two hundred, details are required to be updated through the screen. These details are required to be provided in the screen before filling eForm 11. Once the details are updated on the LLP portal, a service request number (SRN) shall be generated by the system and the same is to be mentioned at the time of filing of form 11. Also note that filing of form 11 shall not be allowed in case there is any other eForm 11 pending for payment of fee or any other eForm 11 is under processing or already approved in respect of the SRN.
In case total obligation of contribution of partners of the LLP exceeds Rs. 50 lakhs or turnover of LLP exceeds Rs. 5 crores, then the form needs to be certified by a company secretary in whole time practice. The certificate of practice is also to be submitted. In case the LLP does not exceed the above mentioned amounts, then the form needs to be certified by the designated partner of the LLP.
FEE PAYABLE FOR FILING FORM 11
|Amount of total contribution in LLP||Fee Payable|
|LLP having contribution up to INR 1 Lakh||INR. 50|
|LLP having contribution of more than INR 1 Lakh and up to INR 5 Lakh||INR. 100|
|LLP having contribution of more than INR 5 Lakh and up to INR 10 Lakh||INR. 150|
|LLP having contribution of more than INR 10 Lakhs||INR. 200|
Limited Liability Partnerships have got their own separate legal entity. This makes it mandatory for them to maintain books of accounts and thus making it compulsory to file an annual return. Once an annual return is filed through Form 11, it cannot be resubmitted. Form 11 cannot be filed if the LLP has a pending payment of fee for Form 4 (Notice of appointment, cessation and change in designation of a designated partner). The turnover or profit of a limited liability partnership has nothing to do with filing of annual return. No matter what the turnover is, an LLP will still have to file Form 11. The return is to be filed annually with the Ministry of Corporate Affairs (MCA) through its web portal www.mca.gov.in. The e-filing system has made it easier for companies and partnerships to file the necessary compliances without any fuss. It is a simpler and faster way to go through the requirements which help in running of a business smoothly.