MCA: Certain Companies Act provisions to be applicable to LLPs

MCA directs that the provisions of sections 90, 164, 165, 167, sub-section (5) of section 206, sub-section (3) of section 207, 252 and section 439 of the Companies Act,2013 shall apply to LLPs, except where the context otherwise requires, with specified modifications to suit LLPs

• Sec. 90 of the Companies Act, which inter alia requires companies to maintain a Register of significant beneficial owners in a company shall also applicable to LLPs;
• Sec. 164 [Disqualifications for appointment of Director] of the Companies Act shall also apply to LLPs;
• Sec. 165 of the Companies Act, no person shall become designated partner in more than 20 limited liability partnerships, similar to the cap of 20 companies for Directors under the Companies Act;
• Sec. 206(5) of the Companies Act applicable to LLPs, thereby empowering the Central Govt. to direct inspection of books and papers go an LLPs;
• Sec. 252(3) of the Companies Act where for the words “twenty years” the words “five Year” shall be substituted in respect of LLPs;
• Sec. 439 of Companies Act [Offences to be non-cognizable] to also apply to LLPs, wherein pursuant to modification in Sec. 439(2),- “No court shall take cognizance of any offence under this Act which is alleged to have been committed by any limited liability partnership or any designated partners or partners or employee thereof, except on the complaint in writing of the Registrar, or a partner of limited liability partnership, or of a person authorized by the Central Government in that behalf. Provided that nothing in this sub-section shall apply to a prosecution by limited liability partnership of any of its officers .”

The above provision are applicable on LLPs, w.e.f. February 12, 2022

Manav Rajgaria, Audit Associate, SW India