Applicability to Newly incorporated LLP SBO Rules

April 2, 2024

The LLP (third amendment) Rule, 2023 come in force for significant modifications to the regulatory structure that governs Limited Liability Partnerships (LLPs) in India. One of the key provisions that pertains with the Register of Partners and Significant Beneficial Ownership (SBO). These provisions are designed to improve accountability, transparency and accountability within the LLP SBO guidelines 2023 that are in line with best practices in the world and regulations. In this article, we give you our LLP (Third amendment) Rules for 2023: Registration of Partner and SBO rules.

Rule 22A Register of Partners

  • The Register of Partners refers to each limited liability partnership. begins from the date of incorporation for the business. The Form 4A keeps an inventory of their partners which will be maintained at the headquarters at the registered office of the Limited Liability Partnership:

Applicability to Newly incorporated LLP SBO Rules

According to the Rule 22A in the rule, an LLP is created after the date that the amendment rules were put into effect. It is necessary to maintain an account of their partners on Form 4A beginning with the date of incorporation.

Certain details, that must be included in the register of partners in the case of every partner:

  • Name of the partner address of registered office, if the members are body corporates; Corporate Identification Number, also known as PAN email; unique identification number, nationality; status in the event of any parent or spouse’s name and also include the information regarding the nominee.
  • Cessation date;
  • Date on which you become a partner
  • The nature and amount of the contribution (such as tangible, movable intangible, immovable and other benefits for the LLP like promissory notes, cash, agreements for the transfer of property or cash and service contracts executed or to be performed using cash value;
  • Other interest, should you are any.

Applicability to the current LLP SBO Rules 2023

With Form 4A The register of partner has kept certain rules applicable to the date of each LLC that was in existence at the time of its commencement date and for a period of 30 days of the date of the start of the amended rules.

Reporting of changes to entries that are registered by the registers

The notification of changes to entries has been made entries in the registers:

  • If there are any changes made to the contribution such as contact information and names of partners included in the the LLP agreement or if the partnership has been terminated, they must be reported by recording the modification within the Register within 7 days from the date of the modification.
  • LLP makes any corrections to the register kept within the rules in response to an order made by an appropriate authority in law. The correct register has to have written reasons for the correction, as well as the reference needed in the order.

Rule 22B. Declaration in the event that there is a beneficial interest on any donation

  • The name of a list of partners in LLPs and who does not, in whole or in part, any beneficial participation in any contribution that is called the registered partner has to file it within 30 days from the date when his name appears on the partner register. To submit to the LLP the declaration to this effect must be filed in Form 4B that includes the name as well as other information of the individual who is the person who holds any beneficial interest under such situations:

If there is a change in the beneficial owner of LLPs participation in the contribution alters, the registered partner will notify the LLP using Form 4B of any amendment within 30 days of the date that such amendment was made.

  • When a LLP that is the beneficial owner of the LLPs interests has now acquired an individual who is not registered as a partner in the registry. also referred to by the name of “the advantageous partner” must declare the existence of the interest in the form 4C in the LLP within 30 days after filing. The form should include the information of the partner, as well as the type of interest they have in which name the contribution is recorded in the books of the LLP.

If the beneficial owner of LLP participation changes The registered partner has to notify the LLP via Formula 4C the change within 30 days after the change taking place.

In addition, a registered partnership is not required to make such a declaration when the beneficial owner’s LLPs share of a donation is limited to the sum listed against his name in the partner’s register. There is no way to hold any beneficial owner of LLPs participation interest against additional registered member.

  • Any declaration made through the LLP Act as in the provisions of rule (1) (1) or (2) is registered in the register of the partner and filed with the form 4D return with the registrar, along with any fees applicable in the period of 30 days from being received.
  • All LLPs need to have designated partners who is responsible for giving details of contribution interest that is beneficial to the partnership made in partnership with the help of the Registrar or other official authorized by the Central government. The form 4 that the designated partners’ names to be filed with the registry.

Every designated partner is regarded as being accountable for providing details regarding beneficial interests in the contribution made under the rule and cooperating in this regard until a designated partner has been designated as per sub-rule 4.

In accordance with the latest rules of the LLP (Third amendment) Rules, 2023 the rules in Rule 22A and 22B that were introduced through the MCA will aid LLPs in ensuring the transparency and clarity of their complying with Law. The principal advantage to this law is that information will be provided in one go, which helps to time savings, and any changes to the information can be reviewed in one registry.

Final Notes

With the information provided above it is clear that LLP (Third Amendment) Rules of 2023 come with significant changes to what is known as the Register of Partners and LLP SBOs rules rules that are in force in India. The amendments will lead to accountability, transparency and compliance with regulatory requirements within LLPs Act. The requirement to oversee the responsibilities of a Registrar of Partners makes sure that accurate and current information regarding the ownership structure that is the LLP is available. This aids in promoting transparency. The stakeholders also include regulatory authorities to scrutinize the information on ownership of the LLP effectively.


Mr. Nipun Khanna is the founder of this firm- Startup Solicitors LLP