Crucial Compliance Alert: MCA’s Latest Amendments for Companies & LLPs

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Crucial Compliance Alert MCAs Latest Amendments
for Companies LLPs
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• The Ministry of Corporate Affairs (MCA) has
  issued a significant compliance alert with the
  notification of three key amendments on the 27th
  of October, 2023. These amendments encompass the
  LLP (Third Amendment) Rules, 2023, the Companies
  (Management and Administration) Second Amendment
  Rules, 2023, and the Companies (Prospectus
  Allotment of Securities) Second Amendment Rules,
  2023. This article provides a detailed analysis
  of the provisions in these notifications to help
  companies and LLPs ensure compliance.
• Beneficial Interest and Register of Partners for
  LLPs
• ? Beneficial Interest in Contributions Rule
  22B
• 1. Registered Partners LLPs registered
  partners without beneficial interest must file
  Form 4B within 30 days of registration. Update
  changes within 30 days.
• 2. Beneficial Partners Those with interest but
  not in the register must file Form 4C within 30
  days of acquisition, updating changes promptly.
• 3. Designated Partner LLPs must appoint a
  designated partner responsible for information
  about beneficial interests, filing details in
  Form 4.

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• 4. LLP Compliance LLPs record declarations in
  the Register of Partners and file Form 4D within
  30 days of receipt.
• ? Register of Partners Rule 22A
• LLPs must maintain a comprehensive Register of
  Partners (Form 4A) from incorporation.
• Existing LLPs must set up the register within
  30 days from the Limited Liability Partnership
  (Third Amendment) Rules, 2023.
• Updates to the register within seven days of any
  changes in partner details or contributions per
  LLP agreement. Source Notification LLP (Third
  Amendment) Rules, 2023 Register of Partners
  Beneficial Interest B. Designation of Responsible
  Person (MGT-6) Every company must designate a
  responsible person for reporting beneficial
  interests in company shares. Default designation
  to company secretary, Managing Director, Manager,
  or a director, as applicable. Details of the
  designated person must be included in the Annual
  Return. Changes reported promptly in e-form
  GNL-2. Source Notification Companies (Management
  and Administration) Second Amendment Rules,
  2023 C. Dematerialization of Securities for
  Private Companies

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• Private companies (excluding small companies)
  must issue and facilitate dematerialization of
  securities as per the Depositories Act, 1996.
• Non-small private companies as of 31st March 2023
  must comply within 18 months of the financial
  years closure.
• Promoters, directors, and key personnel must
  dematerialize holdings before securities-related
  offers.
• Holders must ensure securities are in
  dematerialized form for transfers or
  subscriptions post-compliance.
• Important Deadline Obtain ISIN by 30th September
  2024.
• Certain companies may face challenges due to
  compliance costs. These amendments underline
  MCAs commitment to enhancing corporate
  governance and transparency. Companies and LLPs
  must remain vigilant and ensure they meet these
  compliance requirements in a timely manner.
  Source Notification Companies (Prospectus
  Allotment of Securities) Second Amendment Rules,
  2023
• Tag- Companies Act, Companies Act 2013, LLPRead
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