MCA EXTENDING SECTIONS OF COMPANIES ACT TO LLP

Nowadays, Indian Corporate law is on the verge of breakthrough with everyday refinement in the legislations. Government is making continuous effort to bring uniformity and awareness about the system. One among those developments is extension of some of the sections of The Companies Act, 2013 to Limited Liability Partnership Act, 2008. All the LLP’s incorporated under Limited Liability Partnership Act, 2008 shall be liable to comply with the under-mentioned sections with necessary adaptations and modification as may be specified. This may lead to increased compliance requirements and costs for smaller organizations and startups registered as LLP.

As per the update given by MCA these are the brief of Sections which will be applicable to LLP’s after the commencement of notification with or without such exception, modification and adaptation, as may be specified:

1. Sub- sections (1) to (11) of section 90 - Register of significant beneficial owners in a company

If any individual holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed, in shares of a company or the right to exercise, over the company shall make a declaration to the company, specifying the nature of his interest.

Every company shall maintain register of the interest declared by individuals.

Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar. (e-Forms BEN FORMS)

1. Sub- sections (1) and (2) of section 164 - Disqualifications for Appointment of Director  

The Disqualifications as mentioned under section 164 (1) expressly provides list of persons who shall not be eligible for appointment as a director of a company, and Section 164 (2) provides scenarios where no person can be reappointed as the Director of the company or appointed in other company for a period of five years from the date on which the said company fails to do so.

1. Sub-sections (1) and (3) to (6) of section 165- Number of Directorships

Section 165 states No person shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time in which the maximum number of public companies in which a person can be appointed as a director shall not exceed ten.

1. Sub-section (1) to (3) of section 167 - Vacation of Office of Director

Section 167 provides for events in which the Director has to vacate the office of Director due to certain non-compliances under the act.

1. Sub-section (5) of section 206- Power to Call for Information, Inspect Books and Conduct Inquiries

The Central Government may, if it is satisfied, direct inspection of books and papers of a company by an inspector appointed by it for the purpose.

1. Sub-section (3) of section 207- Conduct of Inspection and Inquiry

The Registrar or inspector making an inspection or inquiry shall have all the powers as are vested in a civil court under the Code of Civil Procedure, 1908, while trying a suit.

1. Sub-sections (1) to (3) of section 252- Appeal to Tribunal:

In case where a company has been struck off (Removed) by the Registrar U/S 248 of The Companies Act, 2013, any person aggrieved or the Registrar itself may file an appeal to the Tribunal for the Restoration of the name of the company within 3 Years / 20 Years as the case may be from the date of order.

1. Sub-sections (1) to (4) of Section 439- Offences to be Non-cognizable

In general, all the offences under The Companies Act, 2013 is Non-Cognizable offences, however there are certain exceptions.

Section 67(1) of LLP Act, 2008, gives power to Central Government to direct that any of the provisions of the Companies Act shall apply to any limited liability partnership with or without such exception, modification and adaptation, as may be specified, in the notification will be extending to of the Companies Act, 2013 to limited liability Partnerships. The abovementioned sections will be modified to fit into the LLP Act, regarding which an official notification is expected to be out soon and every concerned party is advised to take note of the same for future actions.