Amit and Priya are partners in XYZ LLP, a consulting firm. Recently, Priya moved to a new address but forgot to notify the LLP within the required…
CA Intermediate · Corporate and Other Laws · RTP · January 2025
Amit and Priya are partners in XYZ LLP, a consulting firm. Recently, Priya moved to a new address but forgot to notify the LLP within the required period. A month later, Amit's cousin, Ramesh, expressed interest in joining XYZ LLP as a partner, and after a few discussions, he was accepted as a new partner. However, XYZ LLP did not immediately update the Registrar of Companies (RoC) regarding Priya's address change or Ramesh's admission as a partner. Advise the LLP about the default on part of LLP about the non compliance in respect to not informing the ROC about: (i) Priya's address change (ii) Ramesh's admission as a partner.
Suggested Answer and Working Notes:
(a) According to section 25 of the Limited Liability Partnership Act, 2008, (1) Every partner shall inform the LLP of any change in his name or address within a period of 15 days of such change. (2) A LLP shall- (a) where a person becomes or ceases to be a partner, file a notice with the Registrar within 30 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 30 days of such change. (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 LLP 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. (i) Priya's Address Change: Under the provision, Priya was required to inform XYZ LLP of her address change within 15 days of the move. Following that, XYZ LLP was required to file a notice with the RoC within 30 days of being notified of Priya's new address. As Priya did not inform the LLP about change of address and consequently LLP did not file a notice regarding the change in address of Priya with the Registrar, XYZ LLP is not in compliance with the required timeline. (ii) Ramesh's Admission as a Partner: For new partners, XYZ LLP must file a notice with the RoC within 30 days of a person becoming a partner. This notice should include Ramesh's consent statement, signed by him and authenticated as prescribed. The delay in filing means XYZ LLP did not meet the 30-day requirement.
Topics: The Limited Liability Partnership Act, 2008
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