LIMITED LIABILITY PARTNERSHIP-PART-XVII - Records of LLP

[Dr. Sanjiv Agarwal]

Destruction of old record (Section 40)

The Registrar may destroy any document filed or registered with him in physical form or in electronic form in accordance with such rules as may be prescribed. This section seeks to empower the Central Government to prescribe by rules the manner in which the Registrar may destroy any document filed or registered with him by the LLPs.

Section 40 read with the rule 27 of the LLP Rules 2009 provides for the period for which the Registrar is required to retain different records of an LLP. After passing of the retention period so prescribed, the Registrar may destroy the records of an LLP. The provisions also provide for the format in which the details of such records which have been destroyed by the Registrar are to be kept in record by him.

Period for which Records are to be maintained

As per rule 27(1), following registered documents are to be preserved permanently as mentioned in Annexure B of the rules:

(1) Incorporation document [s 11(1)(b)];

(2) Notice of situation of registered office [s 13];

(3) Information with regard to Limited Liability Partnership Agreement or any changes made therein [s 23(2)];

(4) Notice of other address of LLP at which documents to be served [s 13(2)];

As per rule 27(2)(a), following registered documents are to be preserved for 21 years:

(1) All papers, registers, refund orders, and

(2) Correspondence relating to the limited liability partnership liquidation accounts.

As per Annexure 'C' to the LLP Rules 2009, Statement of Accounts and Solvency of an LLP is to be preserved for 8 years.

As per r 27(2)(b) , following registered documents are to be preserved for 5 years:

(1) Copies of government orders relating to limited liability partnership;

(2) Registered documents of limited liability partnership which have been fully wound up and finally dissolved together with correspondence relating to such limited liability partnership;

(3) Papers relating to legal proceedings from the date of disposal of the case and appeal, if any;

(4) Copies of statistical returns furnished to government;

(5) All correspondence including correspondence relating to scrutiny of accounts, annual returns, prosecutions, reports to the Central Government and the tribunal and the correspondence relating to complaints.

It may be noted that in case of prosecution matter, the date is to be recorded from the date of disposal of the case and appeal, if any.

As per Annexure C to the rules, following registered documents are to be preserved for 5 years:

(1) Statement of compliance with requirements of the Act by an Advocate of Company Secretary or Chartered Accountant or Cost Accountant in whole-time practice and by any person who subscribed his name to the incorporation document [s 11(1)(c)];

(2) Notice of a person ceasing to be a partner and any change in the name or address of a partner;

(3) Registered documents relating to LLP struck off under 75 together with correspondence;

(4) Copy of the order of restoration of the LLP into the register;

(5) Annual return of a limited liability partnership;

(6) Consent of candidates to act as designated partner to be filed with the Registrar [s 7(4)];

(7) Consent to act as a partner;

(8) Statement by all partners containing particulars of firm along with application for its conversion into limited liability partnership;

(9) Statement by all shareholders containing particulars of private company unlisted public company along with application for its conversion into limited liability partnership;

(10) Certified copy of the order of Tribunal under ss 60/61/62; and

(11) Copy of the order of dissolution of a LLP by Tribunal [s 63].

As per rule 27(4), following registered documents are to be preserved for 3 years:

(1) All books, records and papers, other than those specified above;

(2) Routine correspondence regarding payment of fees, additional filing fees and correspondence about the return of documents; and

(3) Registered documents of foreign limited liability partnerships which cease to have any place of business in India (three years to be counted from the date such limited liability partnerships ceases to have any place of business in India).

Destruction of Records

Rule 27 of the rules prescribes the rules and procedure for destruction of records. These shall be in addition to and not in derogation of the rules for the destruction of office records connected with accounts (containing in Appendix 13 to the Compilation of the General Financial Rules) and the period prescribed under Record Retention Schedule for Records common to all departments and such other rules.

As per r 27(6), no record in the office of the Registrar of Companies shall be destroyed without his previous order in writing in that behalf. As to the destruction of records relating to foreign LLPs, r 27(5)prescribes the procedure to be followed in this regard.

Register of Records Destroyed

The Registrar of Companies is required to maintain a register, wherein he shall enter brief particulars of the records destroyed and shall certify by his own hand writing therein the date and mode of destruction.

The Format of Register as provided in Annexure E to the rules is reproduced below:

PART I

NAME OF LIMITED LIABILITY PARTNERSHIP	ACT UNDER WHICH REGISTERED	DATE ON WHICH FINALLY DISSOLVED OR WOUND UP OR STRUCK OFF	DESCRIPTION OF DOCUMENTS DESTROYED	DATE AND DODE OF DESTRUCTION WITH INITIALS OF THE REGISTRAR OF LLP
(1)	(2)	(3)	(4)	(5)

PART II: Particulars of documents other than those specified in Part I

NO. OF THE FILE OF DOCUMENTS DESTROYED	SUBJECT TO WHICH THE DOCUMENT REFERS	DESCRIPTION OF DOCUMENTS DESTROYED	DATE AND MODE OF DESTRUCTION WITH INITIALS OF THE REGISTRAR OF LLP
(1)	(2)	(3)	(4)