Consultation · SECP · 5 Jun 2017
This draft document proposes regulations for Limited Liability Partnerships under the Limited Liability Partnership Act, 2017, published for public comment within fourteen days. It establishes procedures for name reservation, incorporation, and name changes, including specific prohibitions on certain terms and a 30-day validity period for name availability. The regulations mandate the maintenance of books of accounts for at least ten years, require financial statements to be filed within four months of the financial year-end, and set out rules for the appointment, duties, and removal of auditors. Non-compliance with provisions regarding partner changes, accounting, or audit reporting attracts fines up to one hundred thousand rupees, while false auditor reports may incur penalties up to five hundred thousand rupees.
Government of Pakistan
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Islamabad, 5th June, 2017
NOTIFICATION
S.R.O. 422 (I)/2017. - The following draft Limited Liability Partnership Regulations, 2017, proposed to be made by the Securities and Exchange Commission of Pakistan in exercise of the powers conferred by section 53 of the Limited Liability Partnership Act, 2017 (XIX of 2017), is hereby published for the information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourteen days of the date of this notification will be taken into consideration.
DRAFT REGULATIONS
CHAPTER I
PRELIMINARY
(2) They shall come into force at once.
(a) "Act" means the Limited Liability Partnership Act, 2017;
(b) "Annexure" means a form attached to these Regulations;
(c) "Application" includes an application, petition or appeal;
(d) "Electronic documents" includes documents in any electronic form and scanned images of physical documents;
(e) "eServices" means any service or means provided by the Commission for the lodging or filing of electronic documents;
(f) "Fee" means the fee prescribed by the Commission under these regulations;
(g) "Financial Statements" in relation to a LLP, includes -
(i) a statement of financial position i.e balance sheet as at the end of the period;
(ii) a statement of profit or loss or income and expenditure;
(iii) notes, comprising a summary of significant accounting policies and other explanatory information;
(iv) comparative information in respect of the preceding period; and
(v) any other statement as may be prescribed;
(h) "Incorporation Documents" means the information and documents as prescribed by the Commission for incorporation of LLP.
(i) "LLP" means Limited Liability Partnership;
(j) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984);
(k) "Regulations" means the Limited Liability Partnership Regulations, 2017 and the annexures and schedules attached to it;
(l) "Rules" means rules formed under the Act;
(m) "Statement of Accounts" means financial statements of the LLP.
(2) The words and expressions used but not defined herein shall have the same meaning as are assigned to them in the Act, the Ordinance, the Securities and Exchange Commission of Pakistan Act, 1997, any rules and regulations made thereunder.
CHAPTER 2
PROVISIONS RELATED TO NAME
(a) Application as per Annexure-I of the regulations along with fee as specified in Schedule II of the Regulations shall be filed with the registrar.
(b) The applicant shall ensure that the proposed name of the limited liability partnership shall fulfil the criteria specified in section 6 of the Act and these regulations.
(2) The registrar if satisfied that the proposed name fulfills the criteria specified in the Act and these regulations, may issue availability of name as per Annexure-II for a period of thirty days from the date of availability of name letter. If the applicant fails to file application for incorporation of LLP within the said period, the availability of name shall stand cancelled and a fresh application for name reservation has to be filed in case the person is desirous to avail the name once again. In case of refusal of the proposed name, the registrar shall issue the order of refusal as per Annexure-III. An appeal can be made within thirty days by the aggrieved person before the Commission against the order of refusal by the registrar in terms of sub-section (4) of Section 6 of the Act.
(3) The registrar, while considering the application for reservation of name may require the applicant to furnish such additional information as deemed appropriate.
(a) Federal Government, Provincial Government, Name depicting association with any foreign government, Name suggesting association with any political personality, Commission, Authority, Register/ Registered, Co-operative, Bureau, Division, Department, Undertaking, Municipal, Union, Republic, Nation, President, Governor, Prime Minister, Chief Minister, Minister, Cabinet, Senate, National Assembly, Parliament/ Parliamentary, Statute/ Statutory, Court/ Judiciary/ Judge, Administrator.
(b) Names of International bodies and abbreviations thereof including, but not limited to, United Nations, South Asian Association for Regional Cooperation, Organization of Islamic Conference, World Bank, International Finance Corporation, Asian Development Bank, Islamic Development Bank, International Monetary Fund, Red Cross, Red Crescent.
Provided that the Commission may allow any of the above names under special circumstances on the request of any government or authority as the case may be.
(2) The name shall be considered undesirable, if -
(a) it includes the name of a registered trade mark or a trade mark which is subject of an application for registration, unless the consent of the owner or applicant for registration of the trade mark, as the case may be, has been obtained and produced by the partners;
(b) it includes any word or words which are offensive to any section of the people;
(c) any other word which in the opinion of registrar is undesirable or may not be allowed.
(a) may file an application to the registrar as per Annexure-IV along with fee specified in Schedule II for rectification of name; and
(b) shall, if the registrar so directs, within thirty days of receipt of such direction, change its name with approval of the registrar:
Provided that the registrar shall, before issuing a direction for change of the name, afford the LLP an opportunity to make representation against the proposed direction.
(2) If a LLP makes default in complying with the direction issued by the registrar under clause (b) of sub-regulation (1) or continue using previous name after the name has been changed by the registrar, shall be liable to a penalty which may extend to one hundred thousand rupees.
(2) Subsequent to the approval of the partners, the LLP shall file an application to the registrar as per Annexure-V along with fee specified in Schedule II for change of name.
Provided that the registrar before making such approval, may advise the LLP to make alteration in the incorporation documents including limited liability partnership agreement and other necessary documents as deemed necessary.
(2) Where LLP changes its name, it shall, for a period of three months from the date of issue of a certificate by the registrar under sub-regulation (1), continue to mention its former name along with its new name on the outside of ever office or place in which its business is carried on in accordance with sub-section (5) of section 6 of the Act.
(3) The change of name shall not affect any rights or obligations of the LLP, or render defective any legal proceedings by or against the LLP and any legal proceedings that might have been continued or commenced against the LLP by its former name may be continued by or commenced against the LLP by its new name.
CHAPTER 3
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP
(a) Declaration of applicant for Incorporation as per Annexure-VIII;
(b) Copies of National Identity Card of the partners/ designated partners and of witness to the documents. Copy of Passport in case of foreigner shall be filed;
(c) Attested copy of agreement signed and agreed between the partners, the contents of which shall be in accordance with Schedule-I;
(d) Consent of designated partner/s as per Annexure-IX;
(e) Original bank challan evidencing the payment of fee specified in Schedule II;
(f) Any other information and document as required by the registrar.
Examination of documents by the registrar. - The registrar shall examine the incorporation documents submitted for registration of LLP and if satisfied that the same are complete in all respects and all the requirements of the Act and regulations have been complied with shall register the documents delivered to him.
Issuance of Certificate of Incorporation. - On registration of incorporation documents delivered to the registrar under regulation 8 above, the registrar shall issue a certificate of Incorporation under his signatures and authenticated by official seal of the Registrar as per Annexure X.
Refusal of Registration. - (1) The registrar may refuse registration of LLP if he has reasons to believe that the proposed business is:
(a) undesirable or unlawful; or
(b) is deceptive; or
(c) would be contrary to the national security or interest.
(2) The applicant may file an appeal to the Appellate Bench of the Commission in terms of Section 41 of the Act within sixty days of the order of refusal.
CHAPTER 4
PARTNERS AND DESIGNATED PARTNERS
(2) The LLP shall file the particulars of designated partners of the LLP along with his consent to act as such with the Registrar as per Annexure-XI within fifteen days of the receipt of his consent.
(a) is a minor;
(b) is of unsound mind;
(c) is an undischarged insolvent; and
(d) he has applied to be adjudicated as an insolvent and his application is pending.
(2) The notice concerning admission of new partner as per sub-regulation (1) shall be accompanied by his consent to act as such as per Annexure-XIII.
(3) A notice in terms of section 14 of the Act for any change in the name or address of a partner or designated partner as the case may be, shall be signed, authenticated under common seal of LLP and filed with the registrar within fifteen days in the form as per Annexure-XIV along with fee specified in Schedule II.
(4) If default is made in complying with sub-regulation (1), the LLP shall be liable to a fine which may extend to one hundred thousand rupees.
(2) The respective contribution of each partner may be accounted for in accordance with the partnership agreement and disclosed in the financial statements of the LLP along with nature and value of contribution.
(3) The monetary value of contribution of partners representing tangible and intangible properties shall be determined in accordance with the Ordinance, rules and regulations made thereunder.
Chapter 5
BOOKS OF ACCOUNTS
(2) The books of accounts of every LLP relating to a period of not less than ten years immediately preceding the current year shall be preserved in good order.
(3) Every LLP shall prepare and file its financial statements within a period of four months from the end of each financial year as per Annexure-XVI along with payment of fee as per Schedule-II of these regulations.
Provided that LLPs as notified by the Commission shall be required to file the financial statements with the Registrar.
(4) The books of account shall contain—
(a) particulars of all sums of money received and expended by the LLP and the matters in respect of which the receipt and expenditure takes place;
(b) a record of the assets and liabilities of the LLP;
(c) statements of cost of goods purchased, inventories, work-in- progress, finished goods and cost of goods sold;
(d) any other records decided by the partners; and
(e) any other particulars specified by the Commission.
(5) The financial statements of the LLP shall be approved through resolution passed by a majority in number of partners. The financial statements shall be signed on behalf of the limited liability partnership by its designated partner. In case the designated partner is not available, these shall be signed by all the partners.
(6) If default is made in complying with regulation 17, the LLP and designated partner shall be liable to a fine as specified in sub-section (6) of section 20 of the Act.
Chapter 6
AUDITORS
(2) The first auditor or auditors of a LLP shall be appointed by the partners within ninety days of the date of incorporation of the LLP for a period of one year;
(3) The subsequent auditor or auditors shall be appointed by partners in the meeting held for the purpose of approval of financial statements of the LLP.
Provided further that the partners may appoint an auditor or auditors where the designated partner failed to appoint auditor within the prescribed time.
Provided further that the LLP shall obtain a consent in writing from the auditor before his appointment and designated partner shall file the same along with Annexure-XVII with the registrar before such appointment.
(2) If default is made in complying with regulation 18, the LLP and designated partner shall be liable to a fine as specified in sub-section (6) of section 20 of the Act.
(2) The remuneration of an auditor appointed by the limited liability partnership may be fixed by the designated partner or by following the procedure as laid down in the limited liability partnership agreement.
(3) The partners of a limited liability partnership may remove an auditor from office at any time by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for removal of an auditor, consent of all the partners shall be obtained for removal of the auditor from his office.
(4) An auditor of an LLP may resign his office by giving a notice in writing to that effect at the LLP’s registered office. Where an auditor is unwilling to be re-appointed, he shall give a notice in writing to that effect at the LLP’s registered office, not less than 14 days before the end of the time allowed for appointing the new auditor. The notice will not be effective unless it is accompanied by the statement of the circumstances connected with his ceasing to hold office.
The auditor’s term comes to an end as on the date on which the notice is given or on such later date as may be specified in the notice.
Chapter 7
RIGHTS AND DUTIES OF AUDITORS
(a) of access at all times to the LLP’s books, accounts and vouchers (in whatever form they are held);
(b) to require any of the following persons to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor,-
(i) any partner, designated partner, officer or employee of the LLP; or
(ii) any person holding or accountable for any of the LLP’s books, accounts or vouchers.
(2) If any officer of a LLP refuses or fails without lawful justification to allow any auditor access to any books and papers in his custody or power or to give any such information possessed by him as and when required or otherwise hinders obstructs or delays an auditor in the performance of his duties or provides false or incorrect information, he shall be liable to penalty which may extend to one hundred thousand rupees.
(2) A LLP’s auditor must carry out such examination to enable him to form an opinion as to-
(a) whether or not the financial statement present a true and fair view;
(b) whether or not the financial statements have been prepared in accordance with International Financial Reporting Standards for Small and Medium Sized Entities (IFRS for SMEs) issued by the IASB and notified by SECP;
(c) whether or not the financial statements have been prepared in accordance with the requirements of the Act and the regulations.
(3) The auditor shall make out a report as per Annexure- XVIII on the accounts and books of accounts of the LLP on every annual financial statements and on every other document forming part of such statements including notes, statements or schedules appended thereto, the report shall state-
(a) whether or not they have obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purposes of the audit and if not, the details thereof and the effect of such information on the financial statements;
(b) whether or not in their opinion proper books of accounts have been kept by the LLP;
(c) whether or not in their opinion the statement of financial position and profit and loss account or the income and expenditure account have been drawn up in conformity with the requirements of in accordance with International Financial Reporting Standards for Small and Medium Sized Entities (IFRS for SMEs) issued by the IASB and notified by SECP and are in agreement with the books of accounts;
(d) whether or not in their opinion and to the best of their information and according to the explanations given to them, the said financial statements give a true and fair view-
(i) in the case of the statement of financial position, of the state of affairs of the LLP as at the end of the financial year; and
(ii) in the case of the profit and loss account or the income and expenditure account, of the profit or loss or surplus or deficit, as the case may be, for its financial year.
(e) whether or not in their opinion-
(i) investments made, expenditure incurred and guarantees extended, during the year, were for the purpose of LLP’s business; and
(ii) zakat deductible at source under the Zakat and Usher Ordinance, 1980 (XVIII of 1980), was deducted by the LLP and deposited in the Central Zakat Fund established under section 7 of Zakat and Usher Ordinance, 1980.
Explanation: Where the auditor’s report contains a reference to any other report, statement or remarks which they have made on the financial statements examined by them, such statement or remarks shall be annexed to the auditor’s report and shall be deemed to be a part of the auditor’s report.
(4) The auditors’ report-
(a) must be either unmodified or modified; and
(b) must include a reference to any matter, if required, to which the auditor wishes to draw attention by way of emphasis without modifying the report.
(5) If the auditor fails to obtain all the information and explanation to the best of his knowledge and belief are necessary for the purposes of his audit, he shall state that fact in the report.
(2) Where the auditor is an individual, the report shall be signed by him.
(3) Where the auditor is a firm, the report must be signed by the partnership firm with the name of the engagement partner
Chapter 8
POWER OF REGISTRAR TO STRIKE OF DEFUNCT LIMITED LIABILITY PARTNERSHIP AND PROVISIONS RELATED TO VOLUNTARY STRIKE OFF
(a) for a period of two years or more and the Registrar has reasonable cause to believe the same, for the purpose of taking suo motu action for striking off the name of the LLP; or
(b) the LLP has applied to the Registrar, with the consent of all partners for striking off its name from the register voluntarily;
(2) The Registrar shall send a notice to the LLP and all its partners, of his intention to strike off the name of the LLP from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice.
Provided that no such notice by the Registrar shall be required in case of application received by the Registrar under clause (b) above.
Provided further that where the limited liability partnership is regulated under a special law, the application for removal of its name shall be accompanied by approval of the regulatory body constituted or established under that law. The Registrar may however require any further documents as deemed appropriate.
(3) At the expiry of the time mentioned in the notice under sub-regulation (2), the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, or the Registrar is satisfied that the name should not be struck off from the register, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the LLP shall stand dissolved.
(4) The provisions relating to striking of the LLP under this regulation shall not apply to LLP which has any known assets and liabilities and such LLP shall be proceeded against for winding up in accordance with section 30 of the Act.
(5) The liability, if any, of every designated partner and other partners of the LLP dissolved under sub-regulation (3), shall continue and may be enforced as if the LLP had not been dissolved.
CHAPTER 9
CONVERSION TO LIMITED LIABILITY PARTNERSHIP
(2) The registrar on being satisfied with the application, shall register the LLP and issue a certificate of Incorporation as per Annexure-X.
(2) The registrar on being satisfied with the application, shall register the LLP and issue a certificate of Incorporation as per Annexure-X.
CHAPTER 10
MODE AND MANNER OF FILING OF APPLICATIONS AND DOCUMENTS
(2) A copy of or an extract from any document electronically filed or lodged with the Commission or the registrar under these regulations or supplied or issued by the Commission or the registrar and certified to be a true copy thereof or extract therefrom under the hand and seal of an officer of the Commission or the registrar, shall be admissible in evidence in any proceedings as of equal validity as the original document.
(3) Where a document is electronically filed or lodged with the Commission or the registrar, the Commission or the registrar shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature arising or appearing in any document obtained by any person under the e-service referred under these regulations, if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Commission or the registrar or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provisions of the e-service.
(i) in person or through authorized representative against receipt or by registered post;
(ii) accompanied by the fee payment online or through credit card or original bank challan evidencing payment of applicable fee;
(iii) signed and verified by the designated partner of the LLP;
(iv) in case of manual application, it shall be in printed form setting out precisely the facts, grounds and claims or relief applied for and specifying the relevant provisions of the Act under which action or relief is applied for along with documents referred to in the application;
(v) in case of an appeal, it shall be accompanied by a certified copy of such order or decision;
CHAPTER 11
FEES
Mode of payment.- The fee for the filing of applications, documents or reports may be paid through any of the acceptable methods of payment specified by the Commission from time to time.
Payment of fees, etc.- Except as otherwise provided in the Act, all fees and other sums payable, paid or realized under the Act or any rules or regulations made or notification issued there under or under any order of the Federal Government, the Commission or the registrar under the Act or the regulations shall be accounted for to the Commission and deposited with a designated bank branch specified by the Commission for the purpose and the original receipt thereof shall be furnished to the Commission or the registrar concerned, as the case may be, along with the document or application for which the same is payable or the other communication intimating payment.
CHAPTER 12
Miscellaneous
Registered Office.- The LLP shall notify the change in the registered address as per Annexure- XXI along with fee specified in Schedule II within fifteen days of such change.
Filing of LLP Agreement.- The LLP shall file any change in the partnership agreement within seven days of change with the Registrar as per Annexure-XXII along with fee as specified in Schedule II of the Regulations.
Establishment of LLP Registration Office.- The Commission shall establish an office for registration of LLP and performing other duties under the Act and the rules and regulations made thereunder.
Inspection of documents kept by Registrar.- (1)The registrar shall permit any person to inspect incorporation document except the LLP agreement, names of partners and changes if any made therein subject to payment of fee as prescribed in Schedule-II of these regulations.
(2) The inspection of documents permitted under sub-regulation (1) shall be carried out in the presence of the registrar or an official authorized by him in this behalf and shall be completed by the applicant during the time specified for the transaction of business with the public.
(3) The registrar or other authorized official supervising the inspection, may permit notes of the inspected documents to be taken, but verbatim copy of the document inspected may not be allowed to be taken.
Issuance of copies of documents.- The registrar shall, on the application of a person, cause copies of documents of incorporation and constitution of LLP except the LLP agreement to be granted as authorized under the Act on payment of fee prescribed in Schedule-II of these regulations.
Destruction of documents.- (1) Subject to the prior approval of the Registrar of LLP, the LLP records kept in a LLP Registration Office in physical form under the Act may be destroyed, after the expiration of ten years from the date of filing of said record in case of LLP in existence and five years from the date of dissolution in case of dissolved LLP, if the same are not of sufficient public value to justify their further preservation, or have not been ordered by the Commission or any Court or any other competent authority to be preserved for a longer period, or are not likely to be needed in connection with any pending proceedings, before any Court or authority, of which the LLP Registration Office has notice:
Provided that the physical documents and record filed at the time of incorporation of a LLP shall be preserved in the physical form permanently:
Provided further that before destroying any physical documents and record, it shall be ensured that each and every document is duly preserved in the electronic form permanently.
(2) Save as provided in sub-regulation (1), the physical record relevant to any legal proceeding, inquiry or investigation which has been initiated in respect of any LLP under any law for the time being in force, shall not be destroyed till the said proceeding attain finality or inquiry or investigation has been closed by the respective authority.
(3) The documents filed by a LLP through eServices shall be preserved permanently.
Filing of documents through intermediaries. (1) A LLP may, for the purpose of filing of documents under these regulations, avail services of intermediary to be specified by the Commission.
Official Seal.-(1) The LLP Registration Office shall have a seal for authentication of documents required for or in connection with registration of LLPs:
Provided that the design of the seal shall require approval of the Commission.
SCHEDULE-II
Fees
| Item | In case of online submission of documents (Rs.) | In case of offline/physical submission of documents (Rs.) |
|---|---|---|
| Reservation of Name | 200 | 500 |
| Rectification/Change of Name | 1,000 | 2,000 |
| Registration of LLP | 2,500 | 5,000 |
| Certified True Copy (per document) | 100 | 200 |
| For filing or registering any notice, accounts or document, required to be filed or registered under the Act | 250 | 500 |
| For inspection of documents and register kept by the registrar in respect of a LLP | 500 | 1,000 |
| Conversion of Firm to LLP | 1,500 | 3,000 |
| Conversion of Private Limited Company to LLP | 1,500 | 3,000 |
| Appeal | 500 | 1,000 |
[No.CLD/CCD/PR(15)/2016]
(Usman Hayat)
Secretary to the Commission
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