LLP Form for Intimating Other Address for Service of Documents [Form 12]

Introduction:

In India, the concept of a Limited Liability Partnership (LLP) was introduced in 2008. Generally, a limited liability partnership is a hybrid of a company and a partnership firm. According to Section 2(n) of the Limited Liability Partnership Act, 2008 the Limited Liability Partnership means “a partnership formed and registered under the Limited Liability Partnership Act, 2008”. The nature of a Limited Liability Partnership is thus essentially of a partnership even though it is regarded as a body corporate under the Limited Liability Partnership Act. It possesses the characteristics of both of these types. As the term implies, partners have limited liability in the firm, which means that their assets are not used to pay off the company’s debts. There is no minimum capital contribution requirement. The Limited Liability Partnership Act of 2008 governs all limited liability partnerships. It has become a very popular form of company in recent years, with many entrepreneurs opting for it.

Nature of Limited Liability Partnership

• Distinctive Legal Entity

Unlike traditional partnership firms, Limited Liability Partnerships are treated as separate legal entities. Limited Liability Partnerships have the ability to own assets and incur liabilities in their names. They can also sign into contracts and sue and be sued in their names.

• Limited Liability of the Partners involved

A Limited Liability Partnership’s partners’ liabilities are limited and distinct. If the Limited Liability Partnership is suffering or winding up consequences of debt or repayments, their assets are not subject to attachment.

However, in certain offensive instances, such as fraud, illegal and unjust conduct, or the commission of offenses, the partners’ liability may become infinite.

• Profit Sharing

The Limited Liability Partnership’s partners would share business profits in the same way that traditional firm partners do. They are, however, allowed to set their profit ratios.

• Partners of Limited Liability Partnerships

Limited Liability Partnership partners can be either corporations or individuals. In addition, an individual cannot be a partner in a Limited Liability Partnership if he or she is insolvent or unsound in mind.

At all times, Limited Liability Partnerships should have at least two partners. Furthermore, the number of partners who can be involved is unlimited, whereas, in traditional partnership organizations, partners are limited to a maximum of 50. If the number of Limited Liability Partnership members is fewer than two and the sole partner runs the business for more than six months, their obligation to the business’s firm is infinite.

Benefits of Limited Liability Partnership

1. It is more flexible in organizing the internal structure of a Limited Liability Partnership than in organizing the internal structure of a company.
2. Partners in a Limited Liability Partnership are not restricted in number; however, the maximum number of shareholders can be limited in a private limited company.
3. The utilizing and raising of funds is dependent on the partners’ willingness. Funds are only used and bought by the rules outlined in the relevant Acts.
4. There is also no mandatory audit. Regardless of capital shares, all companies, public or private, require their accounts to be audited. Audits, on the other hand, are not required in the case of a Limited Liability Partnership.

Service of documents on a Limited Liability Partnership

According to Section 13(2) of the Limited Liability Partnership Act, a document may be served on a Limited Liability Partnership or a partner or designated partner thereof by sending it: 

(i) by post under a certificate of posting; or 

(ii) by registered post; or

(iii) in any other manner prescribed by law

in such form and manner as may be prescribed, at the registered office or any other address specifically declared by the Limited Liability Partnership.

According to Rule 15(1) of the LLP Rules,2009 a document can be served on an LLP or a partner or designated partner thereof by the following various modes:

•  electronic transmission (or)
• courier.

Furthermore, under Rule 15(2) of the LLP Rules, 2009 both the terms “electronic transmission” and “courier” have been defined.

Every Limited Liability Partnership shall have a registered office to which all communications and notices may be addressed.[1] But, a Limited Liability Partnership can also declare any other address for the sake of communications and for sending notices.[2] The Purpose for declaring the other address is to serve documents to Limited Liability Partnership or its partners or designated partners.

Rule 16(2) of the Limited Liability Partnership Rules, 2009 provides that the Limited Liability Partnership, in addition to the registered office address, Limited Liability Partnership may declare any other address as its address for service of documents under section 13(2) of the Limited Liability Partnership Act.

Procedure according to 16(2) of Limited Liability Partnership Rules, 2009

1. By following the principles mentioned in the Limited Liability Partnership Agreement.
2. If the Limited Liability Partnership Agreement is silent on this issue, the consent of all partners shall be required before any other address can be declared as the address for service of documents.

NOTE: Limited Liability Partnership Agreement[3] means any written agreement between the limited liability partnership’s partners, or between the limited liability partnership and its partners, that specifies the partners’ mutual rights and responsibilities, as well as their responsibilities in relation to the limited liability partnership. Partner[4] means that any person who joins a limited liability partnership in compliance with the limited liability partnership agreement is referred to as a partner in the limited liability partnership. 

Intimation of other addresses to the Registrar

Rule 16(3) explains that the intimation of other addresses for service of documents to a limited liability partnership shall be given to the Registrar within thirty(30) days and should comply with the requirements of Rule 16(2).

NOTE: A Registrar, or an Additional, Joint, Deputy, or Assistant Registrar, who is responsible for registering companies under the Companies Act, 2013, is referred to as a Registrar.[5]  Although the Companies Act, 1956 is mentioned in the definition of ‘Registrar,’ the reference to the Companies Act, 2013 shall be made unless a different intention appears under section 8(1) of the General Clauses Act, 1897, following the repeal of the Companies Act, 1956 and the enactment of the Companies Act, 2013.

Limited Liability Partnership should send Limited Liability Partnership Form No.12 to the Registrar for intimating other addresses for service of documents. Limited Liability Partnership Form No. 12 is pursuant to Rule 16(3) of Limited Liability Partnership Rules, 2009. This is an e-Form, not a physical one.

Content in Form 12

1. Field 1, 2, 3 deal with the general information about the Limited Liability Partnership (i.e., Limited Liability Partnership Identification Number (LLPIN), Name of the Limited Liability Partnership, Address of Registered Office of the Limited Liability Partnership, and E-mail ID).
2. Field 4 deals with the declaration of the address other than the address of its registered office. The details of the address other than the address of the registered office should be entered in this field.
3. Field 5 deals with the date on which consent of all partners is taken as sub-rule (2) of Rule 16 and Attachments.
4. Verification.
5. Digital Signature. (the e-Form should be digitally signed by the designated partner of the Limited Liability Partnership)

Form 12 should be certified by a:

• Charted Accountant (in whole-time practice) or
• Cost Accountant (in whole-time practice) or
• Company Secretary(in whole-time practise) or

Either any one person should be digitally signed in the eForm.

Attachments

• Proof of Address. (It is mandatory.)
• A copy of the minutes of requisite partners’ decision/resolution/consent. 
• If applicable, extracts from the Limited Liability Partnership Agreement’s provisions relating.
• An optional attachment can be provided with any extra information.

Effective Date

The effective date for service of documents to a limited liability partnership at the other address declared by the Limited Liability Partnership under Rule 16(4) of the Limited Liability Partnership Rules cannot be earlier than the date of filing of documents under Rule 16(3) of the Limited Liability Partnership Rules, 2009.

For example, if a Limited Liability Partnership declared an address for service of documents to it (other than the registered office) on 12 April 2015 and the filing thereof with the Registrar has been done on 24 April 2015, the effective date for service of documents to the Limited Liability Partnership at the other address declared by the Limited Liability Partnership will be 24 April 2015.

Penalty for Contravention[6]

If the limited liability partnership violates any of the provisions of this Section 13, the limited liability partnership and each of its partners shall be fined not less than Rs.2,000 but not more than Rs.25,000.

Conclusion

Limited Liability Partnership can also declare any other address for the sake of service of documents through the prescribed procedure under Rule 16(2) of the Limited Liability Partnership Rules,2009. Limited Liability Partnership should intimate to Registrar about the declaration of other address (i.e., other than the registered office) within 30 days.

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References:

[1] Section 13(1) of Limited Liability Partnership Act,2008.

[2] Section 13(2) of Limited Liability Partnership Act,2008.

[3] Section 2(1)(o) of the Limited Liability Partnership Act,2008.

[4] Section 2(1)(q) of the Limited Liability Partnership Act, 2008.

[5] Section 2(1)(s) of the Limited Liability Partnership Act, 2008.

[6] Section 13(4) of the Limited Liability Partnership Act,2008.

Other Sources:

1. Hitender Mehta, Limited Liability Partnership Law, and Practice ( Edition 5, 2019)
2. Limited Liability Partnership LLP (1 August, 2021, 11:50 AM) https://www.vedantu.com/commerce/limited-liability-partnership-llp