Electronic filing of documents – Necessary factors on LLP Registration

Electronic filing of documents – Necessary factors on LLP Registration

Section 68(1) of the LLP Act provides that any document required to be filed, recorded or registered under this Act may be filed, recorded or registered in such manner and subject to such conditions as may be prescribed. Rule 36 of the LLP Rules contains provisions relating to electronic filing of documents.

Documents to be filed electronically

Clause (1) to sub-rule (1) of Rule 36 provides that every form or application or document or declaration required to be filed or delivered under the LLP Act and rules made there under shall be filed in a computer readable electronic form, in portable document format( in form of PDF), to the Registrar through the portal maintained by the Ministry of Corporate Affairs on its website www.mca.gov.in or through any other website approved and accessed by the Central Government and may be authenticated by a assigned partner or designated partner of the LLP for such purpose by the purpose of a valid digital signature.

Documents on Non-judicial stamp paper to be filed physically as well as electronically

In terms of provision to Rule 36(1)(1), where documents are required to be filed on non-judicial stamp paper, the LLP shall submit such documents in the physical format, in addition to their submission in electronic format, unless the central Government, by an order, does not need to be require submission in physical format.

Requirement of obtaining a digital signature certificate

Rule 36(1)(2) provides that every designated partner, partner or person specified in the [LLP] Act for authentication of e-form, documents or application etc., which are required to be filed or delivered under the LLP Act or rules made thereunder, shall obtain a digital signature certificate from the certifying authority for the purpose of such authentication. Such digital signature certificate shall not be valid unless it is of class 2 or class 3 specifications under the Information technology Act, 2000.

Central Government to maintain a website or portal to provide access to electronic registry

Rule 36(2) of the LLP Rules provides that for filing of e-forms, documents and applications, etc., viewing and inspection of documents in the electronic registry, the Central Government shall set up and maintain.

• A website or appropriate portal to allow access to the electronic registry; and
• As many registrar’s Front offices as may be necessary and at such appropriate places and for such time as the Central Government may determine from time to time.

Central Government to set up and maintain secure electronic registry

• The Central Government shall create and maintain a secure electronic registry in which all the documents filed electronically shall be stored and carried.
• The electronic registry so set up shall enable public access and inspection of such documents as are required to be in the public domain under the [LLP] Act on payment of the fees as mentioned in Annexure A to the LLP Rules.
• Every document or application or certificate or notice, etc. required to be signed by the Registrar or an officer of the Central Government under the LLP Act or rules made there under, shall be authenticated through a valid digital signature of such person or a system generated digital signature.
• The Registrar or an officer of the Central Government, as the case may be, may send any communication either to the LLP or to its authorized representative, partners or both in the electronic manner for which the LLP company shall create and maintain at all times a valid address (like e-mail, user identification etc.) capable of receiving and acknowledging the receipt of such communication, automated or otherwise.

Registrar to issue an electronic certificate, receipt, approval or acknowledgement

Rule 36 (4) of the LLP Rules provides that the Registrar or an officer of the Central Government shall issue a certificate, receipt, approval or communicate endorsement or acknowledgement in the electronic manner. In terms of provision to sub-rule (4) of Rule 36, where the Registrar or an officer of the Central Government, as the case may be, is not able to issue any certificate, receipt, endorsement, acknowledgement or approval in electronic manner for the reasons to be recorded in writing, he may issue such certificate, receipt or communicate endorsement, acknowledgment or approval in the physical form under manual signature affixing seal of his office.

Registrar to examine every application or document or e-form

Rule 36(5) of the LLP Rules provides that the registrar shall examine or cause to be examined every application or e-form or document required or authorized to be filed by or delivered under the LLP Act and Rules made there under for approval, company registration, taking on record or rectification by the Registrar, as the case may be.

Examination of informatory forms and documents

In terms of provision to sub-rule (5) of Rule 36, the e-forms or documents identified as informatory in nature and filed under the Straight Through Process (STP) may be examined by the Registrar any time after its filing. Rule 36(11) of the LLP Rules provides that the Registrar in case finds any e-form or document filed under the STP, referred to in provision under sub-rule (5) of rule 36, as defective or incomplete in any respect, at any time, he shall treat and label such e-form or document as “defective” in the electronic registry and shall also issue a notice pointing out such defects or incompleteness in such e-form or document at the last intimated e-mail address (if available) of the person or the LLP which has filed the document and also in writing by post at the address of such person or address of such LLP or registered office address of LLP, calling upon such person or LLP to file such e-form or document afresh with the fee and additional fee as applicable, after rectifying such defects or incompleteness within a period of thirty days from the date of such notice.

Registrar’s power to call for further information

Rule 36(6) of the LLP Rules provided that where, on examining any application or e-form or document referred to in sub-rule (5) of Rule 36, the Registrar:

• Finds it necessary to call for further information; or
• Finds such application or e-form or document to be defective or incomplete in any respect;

In such a case, he shall give intimation of such information called for or defects or incompleteness noticed electronically, by placing it on the website and also by e-mail on the last intimated e-mail address of the person or the LLP, which has filed such application or e-form or document, directing him or it to furnish such information or to rectify such defects or incompleteness or to resubmit such application or e-form or document within the period allowed under sub-rule (7) of Rule 36.

In terms of provision to sub-rule (6) of rule 36, in case the e-mail address of the person or the LLP in question is not available, such intimation shall be given by the Registrar by post at the last intimated address given in the Form No.12, or the address of the registered office of the LLP or the address of such person, as the case may be. Further, the registrar is required to preserve the facts of such intimation in the electronic record. According to Rule 36(7) of the LLP Rules, the Registrar shall allow such period or periods but not exceeding 30 (thirty) days in aggregate to such person or LLP which has filed such application or e-form or document under sub-rule (5) of Rule 36 for furnishing further information or for rectification of the defects or incompleteness or for re-submission of such application or e-form or document. Rule 36(8) of the LLP Rules provides that in case where such further information called for has not been provided or has been furnished partially or has not been provided or defects or incompleteness has not been rectified or has been rectified partially or has not been rectified to the satisfaction of the Registrar within the period allowed under sub-rule (7) of Rule 36, the Registrar shall either reject or treat and label such application or e-form or document as the case may be as “invalid” in the electronic record, and shall not take on record such invalid application or e-form or document and shall inform such one person or LLP, as the case may be, in the manner specified in sub-rule (6) of Rule 36.

Invalid document to be rectified through fresh filing along with the applicable fee and additional fees

Rule 36(9) of the LLP Rules provides that where any document has been recorded as invalid by the Registrar, such document may be rectified by the LLP only through fresh filing with the payment of the fee and additional fee as applicable, without prejudice to any other liability under the LLP Act. If the document has been held to be invalid by the Registrar and as a consequence thereof a liability shall have to be borne by such person or LLP, as the case may be.

Registrar to dispose of the documents in a time-bound manner

Rule 36(10) of the LLP Rules provides that, except as otherwise provided in the LLP Act, the Registrar shall not keep any document pending for approval and registration or for taking on record or for refection or otherwise for more than 120 (one hundred twenty) days, from the date of its filing.

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