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Chapter XI Foreign Limited Liability Partnership 34. (1) A foreign Limited Liability Partnership shall, within thirty days of establishing a place of business in India, file with the Registrar in Form 27- (a) a copy of the certificate of incorporation or registration and other instrument(s) constituting or defining the constitution of the limited liability partnership; (b) the full address of the registered or principal office of the limited liability partnership in the country of its incorporation; (c) the full address of the office of the limited liability partnership in India which is to be deemed as its principal place of business in India; and (d) list of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorised to accept on behalf of the limited liability partnership, service of process and any notices or other documents required to be served on the limited liability partnership. (2)(i) If the limited liability partnership is incorporated in any country which is a part of the Commonwealth, the copies of the documents referred to in sub-rule (1) shall be certified as true copies- (a) by an official of the Government to whose custody the original is committed; or (b) by a Notary (Public) in that Part of the Commonwealth; or (c) by an officer of the limited liability partnership, on oath before a person having authority to administer an oath in that part of the Commonwealth. (ii) If the Limited Liability Partnership is incorporated in a country that falls outside the Commonwealth but is a party to the Hague Apostile Convention, 1961- (a) the copies of the documents referred to in sub-rule (1) shall be certified by an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention; (b) a list of the partners and designated partners of the LLP, if any, the name and address of persons resident in India, authorised to accept notice on behalf of the Limited Liability Partnership shall be duly notarised and be apostillised in the country of their origin in accordance with Hague Convention. (iii) If the limited liability partnership is incorporated in a country outside the Commonwealth and is not a party to the Hague Convention, the copy of the incorporation documents referred in sub-rule (1) shall be certified- (a) by an official of the Government to whose custody the original is committed; or (b) a Notary (Public) of such country; or (c) by an officer of the limited liability partnership. (iv) The signature or seal of the official referred to in sub-clause (a) of clause (iii) or the certificate of the Notary (Public) referred to in sub-clause (b) of that clause shall be authenticated by a Diplomatic or Consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948), or where there is no such officer, by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10), or in any Act amending the same. (v) The certificate of the officer of the limited liability partnership referred to in sub-clause (c) of clause (iii) shall be signed before a person having authority to administer an oath as provided under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948), or as the case may be, by section 3 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10) the status of the person administering the oath in the latter case being authenticated by any official specified in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10) or in any Act amending the same. (3)(i) If any alteration is made or occurs in- (a) the instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India; (b) the registered or principal office of a limited liability partnership incorporated or registered outside India; or (c) the partner or designated partner, if any, of a limited liability partnership incorporated or registered outside India, the foreign limited liability partnership shall file in Form 28 such alterations with the Registrar within sixty days of the close of the financial year. (ii) If any alteration is made or occurs in- (a) the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India; (b) the name or address of any of the persons authorised to accept service on behalf of a foreign Limited Liability Partnership in India; or (c) the principal place of business of foreign Limited Liability Partnership in India, the foreign Limited Liability Partnership shall file in 1[Form 28] such alterations with the Registrar within thirty days from the date on which the alteration was made or occurred. (4) Every foreign Limited Liability Partnership shall file with the Registrar the Statement of Account and Solvency in Form 8 in accordance with provisions of rule 24 duly signed by the authorised representatives within a period of 30 days from the end of six months of the financial year. (5)(i) If any document as is mentioned in sub-rule (1) or (3) is not in the English language, there shall be annexed to it a certified translation thereof. (ii) The translation of documents into English required to be filed with the Registrar in pursuance of sub-rule (1) or (3) shall be certified to be correct in the manner as provided in clause (iii) or clause (iv) of this sub-rule, as the case may be. (iii) Where any translation is made outside India, it shall be authenticated in the manner specified in sub-rule (2). (iv) Where such translation is made within India, it shall be authenticated- (a) by an Advocate, Chartered Accountant, Company Secretary or Cost Accountant; or (b) by an affidavit of a person who, in the opinion of the Registrar has adequate knowledge of the language of the original and of English. (6) Every foreign Limited Liability Partnership shall cause the name of the foreign Limited Liability Partnership and of the country in which the limited liability partnership is incorporated, to be stated in legible English characters in all invoices, official correspondence and publications of the limited liability partnership. (7)(a) Where any such limited liability partnership makes default in delivering to the Registrar the names and addresses of persons resident in India who are authorised to accept on behalf of the limited liability partnership service of process, notices or other documents; or (b) if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the limited liability partnership or for any reason, cannot be served, a document may be served on the limited liability partnership by leaving it at, or sending it by post to, any place of business established by the limited liability partnership in India. (8) If any foreign Limited Liability Partnership ceases to have a place of business in India, it shall give notice to the Registrar in 1[Form 28] within 30 days of its intention to close the place of business and as from the date on which notice is so given, the obligation of the limited liability partnership to file any document to the Registrar shall cease, provided it has no other place of business in India and it has filed all the documents due for filing as on the date of the notice. (9) Every document which is required to be filed by any foreign Limited Liability Partnership shall be filed in the electronic form to the Registrar having jurisdiction over New Delhi, through the portal maintained by the Ministry of Corporate Affairs on its website www.mca.gov.in. (10) The Registrar shall, on registration of Form 27, issue a certificate for establishment of place of business in India by the foreign Limited Liability Partnership in Form 30. (11) There shall be paid to Registrar for filing or delivery or registering any form or document required by this Chapter the fee as mentioned in Annexure “A”. Amendment 1. Substituted by the Limited Liability Partnership (Second Amendment) Rules, 2022. for the words and figures, “Form 29” the following shall be substituted namely, Form 28
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