WhatsApp Icon
x
KSM ASSOCIATES
Typically replies instantly
Hi there πŸ‘‹

How can we help you?

Corporate Laws Rules

Chapter I – Preliminary

This chapter lays down the foundational provisions of the LLP Rules, including definitions, scope, and commencement of the rules. It sets the legal framework for interpreting subsequent chapters and ensures clarity on terminologies such as "LLP", "Partner", and "Designated Partner".


Chapter II – Nature of Limited Liability Partnership

This chapter outlines the legal structure of an LLP, emphasizing its separate legal entity status and the limited liability protection afforded to its partners. It clarifies the rights and obligations that arise from this business form, distinguishing it from other entities like partnerships and companies.


Chapter III – Designated Partner's Identification Number

This chapter governs the procedure for obtaining the Designated Partner Identification Number (DPIN), a unique identifier similar to a DIN under the Companies Act. It includes rules on application, verification, and the use of DPIN in official documents.


Chapter IV – Incorporation of Limited Liability Partnership

This chapter provides the detailed process for incorporating an LLP, including name reservation, submission of incorporation documents, issuance of the Certificate of Incorporation, and registration of the LLP Agreement.


Chapter V – Partners and their Relations

This chapter defines the rights, duties, and responsibilities of partners in an LLP. It covers aspects such as admission and cessation of partners, mutual rights governed by agreement, and provisions applicable in the absence of an agreement.


Chapter VI – Form of Contribution

This chapter explains the permissible forms of partner contribution to an LLP, including tangible and intangible assets, cash, and services. It also covers valuation and disclosure requirements for contributions made.


Chapter VII – Financial Disclosures

This chapter mandates LLPs to maintain proper books of accounts, prepare statements of accounts and solvency, and file annual returns. It includes timelines, formats, and certification requirements for financial documents.


Chapter VIII – Destruction of Old Records

This chapter prescribes the period for retaining statutory records and the procedure for lawful destruction of outdated or obsolete documents maintained by the LLP or Registrar.


Chapter IX – Investigations

This chapter provides for investigation into the affairs of an LLP on orders of the Central Government. It outlines the powers of inspectors, conduct of investigations, and rights of stakeholders during the process.


Chapter X – Conversion to Limited Liability Partnership

This chapter provides the procedure for converting various business entities, such as partnership firms and companies, into LLPs. It details the documentation, compliance, and registration requirements for conversion.


Chapter XI – Foreign Limited Liability Partnership

This chapter regulates the establishment and operation of Foreign LLPs in India. It outlines registration requirements, compliance with Indian laws, and reporting obligations for foreign LLPs.


Chapter XII – Compromise, Arrangements or Reconstruction of Limited Liability Partnerships

This chapter lays down the procedures for effecting compromises, arrangements, or reconstructions involving LLPs. It involves approval by partners, Tribunal orders, and protection of creditors' interests.


Chapter XIII – Electronic Filing of Documents

This chapter mandates digital filing of forms and returns with the Registrar. It specifies the formats, authentication procedures, and use of digital signatures to ensure compliance in an electronic environment.


Chapter XIV – Striking off Name of Defunct LLP

This chapter provides the process for striking off the name of a defunct LLP from the register maintained by the Registrar. It includes conditions for eligibility, application process, and final dissolution.


Chapter XV – Conversion of Firm to LLP

This chapter outlines the detailed steps and legal implications involved in converting a traditional partnership firm into an LLP, including continuation of business, asset transfer, and liabilities.


Chapter XVI – Conversion from Private to LLP

This chapter prescribes the process for converting a private limited company into an LLP. It highlights compliance with regulatory requirements, shareholder approvals, and post-conversion obligations.


Chapter XVII – Conversion from Unlisted Public Company to LLP

This chapter details the conversion of unlisted public companies into LLPs. It includes the procedural framework, requirements for approval, and effect on the company’s rights and liabilities.


Chapter XVIII – Compounding of Offences

This chapter provides the legal mechanism for compounding offences under the LLP Act. It allows for the settlement of non-compliant matters without prosecution, subject to conditions and penalties imposed by the authorities.


Chapter I – The Companies (Specification of Definitions Details) Rules, 2014

This chapter provides detailed definitions and clarifications for key terms used throughout the Companies Act, 2013, helping standardize interpretation and application of the law.


Chapter II – The Companies (Incorporation) Rules, 2014

This chapter lays out the procedure for incorporating a company in India, including name reservation, document submission, and certificate of incorporation issuance.


Chapter III Part I – The Companies (Prospectus and Allotment of Securities) Rules, 2014

This part governs the issue of prospectus, private placement procedures, and allotment of shares and debentures to investors in compliance with disclosure norms.


The Companies (Issue of Global Depository Receipts) Rules, 2014

These rules regulate the issuance of Global Depository Receipts (GDRs) by Indian companies to access foreign capital markets, ensuring transparency and investor protection.


Chapter IV – The Companies (Share Capital and Debentures) Rules, 2014

This chapter details provisions related to share capital structure, issuance and redemption of debentures, and related corporate actions such as buybacks and bonus issues.


Chapter V – The Companies (Acceptance of Deposits) Rules, 2014

This chapter prescribes conditions under which companies can accept deposits from members and the public, with mandatory disclosures, credit ratings, and deposit insurance.


Chapter VI – The Companies (Registration of Charges) Rules, 2014

These rules require companies to register charges created on their assets or undertakings with the Registrar of Companies to ensure transparency and creditor protection.


Chapter VII – The Companies (Management and Administration) Rules, 2014

This chapter covers key aspects of corporate governance, including maintenance of registers, conduct of general meetings, and filing of returns with the Registrar.


Chapter VIII – The Companies (Declaration and Payment of Dividend) Rules, 2014

These rules regulate the declaration and distribution of dividends by companies, ensuring protection of shareholder interests and compliance with financial norms.


The Investor Education and Protection Fund Authority (Appointment of Chairperson and Members, Holding Meetings and Provision for Offices and Officers) Rules, 2016

These rules govern the constitution, functioning, and administration of the IEPF Authority, including appointments and operational procedures.


Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

These rules lay down the process for transferring unclaimed dividends and shares to the IEPF and the refund mechanisms for rightful claimants.


Chapter IX – The Companies (Accounts) Rules, 2014

This chapter prescribes the format and standards for preparation of financial statements, audit trail, and filing requirements for statutory accounts.


The National Financial Reporting Authority Rules, 2018

These rules establish the NFRA’s powers and procedures for regulating audit and accounting standards to enhance audit quality and financial disclosures.


The National Financial Reporting Authority (Meeting for Transaction of Business) Rules, 2019

These rules provide the procedural framework for NFRA’s internal meetings and decision-making processes.


The Companies (Indian Accounting Standards) Rules, 2015

This set of rules mandates the implementation of Ind AS by specified classes of companies to align Indian accounting practices with global standards.


The Companies (Corporate Social Responsibility Policy) Rules, 2014

These rules prescribe the formulation, execution, and disclosure of CSR policies by eligible companies as per Section 135 of the Companies Act.


Chapter X – The Companies (Audit and Auditors) Rules, 2014

These rules define the appointment, rotation, and responsibilities of auditors, along with procedures for reporting and resignation.


The Companies (Cost Records and Audit) Rules, 2014

This rule mandates cost record maintenance and cost audit for companies operating in regulated sectors or meeting specific financial thresholds.


Companies (Filing of Documents and Forms in XBRL) Rules, 2015

These rules introduce the XBRL format for filing financial statements to enhance transparency, standardization, and machine-readability.


Chapter XI – The Companies (Appointment and Qualifications of Directors) Rules, 2014

This chapter outlines qualifications, disqualifications, and procedures for appointment and resignation of company directors.


Chapter XII – The Companies (Meetings of Board and its Powers) Rules, 2014

This chapter governs Board meetings, quorum, resolutions, and delegated powers of the Board of Directors.


Chapter XIII – The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

These rules define the procedure for appointing and determining the remuneration of key managerial personnel, including managing and whole-time directors.


Chapter XIV – The Companies (Inspection, Investigation and Inquiry) Rules, 2014

This chapter provides for government inspection, detailed investigations, and inquiries into company affairs, based on complaints or public interest.


Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017

These rules provide the legal basis and procedures for arresting persons involved in frauds detected by the SFIO.


Chapter XV – The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

This chapter governs mergers, demergers, and arrangements between companies and creditors or shareholders through Tribunal-supervised processes.


The Companies (Mediation and Conciliation) Rules, 2016

These rules introduce mechanisms for amicable settlement of corporate disputes via mediation and conciliation panels established by the Tribunal.


Chapter XVI – Prevention of Oppression and Mismanagement

This chapter enables minority shareholders to approach the Tribunal in cases of mismanagement or oppressive conduct by majority stakeholders.


Chapter XVII – Registered Valuers

This chapter regulates the qualification, registration, and functioning of registered valuers, ensuring credible valuations for transactions like mergers or asset sales.


Chapter XVIII – The Companies (Removal of Name of Companies from the Register of Companies) Rules, 2016

This chapter provides procedures for voluntary or Registrar-initiated removal of companies from the official register in case of inactivity or default.


Chapter XIX – Revival and Rehabilitation of Sick Companies Rules, 2014

These rules provide for revival and restructuring of financially distressed companies under a Tribunal-monitored framework.


Chapter XX – The Companies (Winding Up) Rules, 2014

This chapter details the process of voluntary or Tribunal-directed winding up of companies, including appointment of liquidators and settlement of liabilities.


Chapter XXI – The Companies (Authorised to Registered) Rules, 2014

These rules govern the conversion of partnership firms, LLPs, and other unregistered entities into registered companies under the Act.


Chapter XXII – The Companies (Registration of Foreign Companies) Rules, 2014

This chapter specifies compliance requirements for foreign companies operating in India, including registration, disclosures, and appointment of authorized representatives.


Chapter XXIV – The Companies (The Registration Offices and Fees) Rules, 2014

This chapter prescribes the jurisdiction, powers, and functioning of Registrar offices and fee structure for various filings and registrations.


Chapter XXVI – Nidhis Rules, 2014

These rules apply to Nidhi companies, prescribing norms for deposits, loans, membership, and prudential norms to ensure financial stability.


Chapter XXVII – The National Company Law Tribunal Rules, 2016

These rules detail the procedure to be followed in proceedings before the NCLT, ensuring fairness, transparency, and adherence to natural justice.


Other NCLT/NCLAT Rules (2015–2020)

These include rules on salaries, recruitment, and specific procedures for capital reduction, pending proceedings, and tribunal administration, ensuring operational efficiency and legal clarity.


Chapter XXVIII – Special Court (Companies Mediation and Conciliation) Rules, 2016

These rules govern the functioning of special courts and establish mediation procedures for corporate disputes under judicial supervision.


Chapter XXIX Part I – The Companies (Adjudication of Penalties) Rules, 2014

These rules provide the framework for adjudicating penalties for non-compliance with provisions of the Companies Act by appointed adjudicating officers.


Chapter XXIX Part II – The Companies (Miscellaneous) Rules, 2014

This part covers various administrative and procedural provisions not specifically dealt with in other chapters of the rules.


Other Subordinate Rules and Orders (2017–2024)

This includes rules on registered valuers and valuation, limits on number of layers, significant beneficial ownership, databank of independent directors, new winding-up rules, and special rules for listing in permissible jurisdictions, reflecting evolving regulatory priorities.


Part 2 – Modes of Winding up

Specifies the two primary modes for winding up an LLP: voluntary winding up by the partners and compulsory winding up by the Tribunal.


Part 3 – Voluntary Winding Up

Details the procedure for voluntary winding up, including resolution by partners, appointment of liquidator, and filing of necessary declarations and reports.


Part 4 – Winding up by the Tribunal

Outlines the grounds and process for winding up by the Tribunal, such as inability to pay debts, conduct against public interest, or default in filings.


Part 5 – Provisions applicable to every mode of winding up

Provides common provisions applicable to both voluntary and Tribunal-ordered winding up, ensuring uniformity in administration.


Part 6 – Proceedings and procedures general

Defines the general procedural rules applicable to winding-up matters before the Tribunal, including modes of service, affidavits, and hearing conduct.


Part 7 – Petition for winding up, provisional liquidator, winding up order, and statement of affairs

Details filing of winding-up petitions, appointment of provisional liquidators, issue of winding-up orders, and submission of statement of affairs by LLP.


Part 8 – Settlement of list of creditors

Provides the process for the liquidator to determine, settle, and finalize the list of creditors entitled to claims during winding up.


Part 9 – Meeting of creditors or partners in a winding up by tribunal and of creditors in a voluntary winding up

Outlines procedures for convening, conducting, and recording meetings of creditors and partners during winding up processes.


Part 10 – Proxies in relation to meetings in winding-up by tribunal and to meetings of creditors in a voluntary winding-up

Regulates the use and submission of proxy forms to represent creditors or partners in meetings convened under the rules.


Part 11 – Attendance and appearance of creditors and partners

Specifies rules for the participation, appearance, and representation of creditors and partners in Tribunal proceedings.


Part 12 – Collection and distribution of assets in a winding-up by tribunal

Provides guidelines for collecting LLP assets, realizing outstanding dues, and distributing proceeds among creditors and partners.


Part 13 – Monies due from partners in a winding up by the tribunal including outstanding contribution, etc.

Outlines procedures for recovering unpaid contributions or amounts due from partners during the course of winding up.


Part 14 – Examination of person suspected of having property of LLP etc. and examination of partners, designated partners, officers etc. in connection with the fraud etc.

Empowers the Tribunal to summon individuals for examination regarding LLP property or fraudulent conduct.


Part 15 – Application against delinquent partners, designated partners and officers of the LLP

Allows the liquidator to file applications against persons responsible for misfeasance, breach of duty, or fraud.


Part 16 – Compromise or abandonment of claims

Permits the liquidator to settle or abandon claims in the best interest of creditors and partners, with Tribunal approval where required.


Part 17 – Sales by the liquidators

Describes procedures for sale of LLP property, assets, or business by the liquidator, including valuations and notices.


Part 18 – Distributable sum and returns of assets in a winding up by a tribunal

Governs declaration and payment of distributable sums and returns of capital to partners after satisfying creditors.


Part 19 – Termination of winding up

Details the process of final report submission and dissolution of the LLP once winding up is complete.


Part 20 – Registers and books of account of the liquidator

Mandates maintenance of proper books, accounts, and records by the liquidator during winding up.


Part 21 – Banking account of the liquidator

Specifies rules for opening and managing a separate bank account for all receipts and payments during liquidation.


Part 22 – Investment of surplus funds

Permits investment of surplus funds of the LLP during winding up in approved instruments, ensuring safety and returns.


Part 23 – Filing, audit and inspection of the liquidator's account

Requires periodic filing and auditing of the liquidator’s accounts and permits inspection by creditors and partners.


Part 24 – Voluntary winding up and winding up subject to supervision

Applies to cases where voluntary winding up is carried out under the supervision of the Tribunal, balancing flexibility and oversight.


Part 25 – LLP liquidator in voluntary winding-up

Outlines the powers, duties, and appointment procedures for LLP liquidators in voluntary winding up cases.


Part 26 – Payment of unclaimed distributable sums and undistributed assets into the LLPs liquidation account in a winding up

Mandates transfer of unclaimed funds and undistributed assets to the designated liquidation account maintained by the government.


Part 27 – Cost including expenses, charges or fees

Specifies the manner of accounting and prioritizing costs, charges, and fees related to winding up proceedings.


Rule 1 – Short title and commencement

This rule provides the title of the rules as "The Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978" and specifies the date from which the rules shall come into force.


Rule 2 – Definitions

This rule defines key terms used in the rules such as "Act", "Registrar", "Form", and other expressions to ensure uniform interpretation and implementation.


Rule 3 – Transfer of moneys to the General Revenue Account of the Central Government

Specifies that all unpaid or unclaimed dividend amounts remaining with a company for a specified period must be transferred to the General Revenue Account of the Central Government within a prescribed time frame.


Rule 4 – Statement to Registrar

Mandates that the company must file a detailed statement with the Registrar, listing names, addresses, and other particulars of persons whose dividends remain unpaid or unclaimed, along with the amount due to each.


Rule 4A

This rule, if inserted later, generally deals with the format, verification, or electronic filing of statements mentioned in Rule 4, or may lay down additional procedural requirements. (Exact wording depends on latest updates.)


Rule 5 – Maintenance of Account by the Registrar

Directs the Registrar to maintain a consolidated account of all unpaid dividends transferred to the General Revenue Account, along with individual records of claimants for ease of reference and verification.


Rule 6 – Claim for payment

Provides the procedure for rightful claimants to apply and receive the unpaid dividend amount transferred to the General Revenue Account. It includes submitting a prescribed form with proof of entitlement.