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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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