Publish: September 5, 2025
What is the jurisdiction of Registrar of Companies over LLPs?
Legal Authority under the LLP Act
- The Registrar of Companies (RoC) exercises powers under the Limited Liability Partnership Act, 2008
- The RoC is responsible for registering, regulating, and overseeing LLPs within its territorial jurisdiction
- It ensures LLPs comply with statutory provisions related to formation, governance, and closure
- Each RoC functions under the administrative control of the Ministry of Corporate Affairs (MCA)
- RoC jurisdiction is defined based on the geographical location of the registered office of the LLP
Jurisdiction for Incorporation
- LLPs must apply for incorporation to the RoC of the state or union territory where their registered office is located
- The designated RoC examines Form FiLLiP, name reservation, and incorporation documents
- Upon approval, the RoC issues the Certificate of Incorporation for the LLP
- Any change in registered office address across state lines requires approval from both old and new jurisdictions
- The RoC also handles name approvals, rejections, and modifications during the registration process
Filing and Compliance Oversight
- LLPs must file Form 8, Form 11, and other statutory returns with the respective RoC
- The RoC monitors the timely filing and accuracy of these documents
- It has the authority to issue notices, reminders, and show cause letters for non-compliance
- All compliance documents are maintained in the RoC’s public registry of LLPs
- RoC may initiate action for penalties and adjudication in case of default
Event-Based and Structural Changes
- The RoC approves changes related to partners, capital contribution, LLP agreement, name, and office address
- Forms such as Form 3 (agreement), Form 4 (partner change), and Form 15 (office shift) are reviewed and processed
- Jurisdictional RoC ensures that procedural requirements are followed for each modification
- It maintains official records of active, dormant, and struck-off LLPs
- Jurisdiction also includes the revival or restoration of defunct LLPs upon tribunal orders
Enforcement and Strike-Off Powers
- The RoC has the authority to strike off LLPs under Rule 37 of the LLP Rules if they are not operational
- It can take suo moto action or act based on applications from the LLP (Form 24)
- RoC is empowered to inspect documents, request clarifications, and initiate inquiries
- It may refer matters to regional directors or the National Company Law Tribunal (NCLT) for adjudication
- The RoC ensures that LLPs operate transparently and within the legal framework
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