Rules 21-22 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 21 says when an LLP must file information about its LLP agreement and any change to it. Rule 22 says how a partner reports a change in his own name or address, how the LLP reports a partner joining, leaving or changing details, and what certificate goes with that notice. This article explains both as notified in 2009.
Every LLP must file information about its LLP agreement within thirty days of its date of incorporation, and any change in the agreement within thirty days of the change (rule 21(1)). Where an agreement made before incorporation is ratified by all partners, the filing is due within thirty days of the ratification (rule 21(2)). A partner reports a change in his own name or address to the LLP; the LLP files a notice with the Registrar when a person becomes or ceases to be a partner or when a partner's name or address changes (rule 22). A professional's certificate must accompany the notice (rule 22(4)). The Rules were amended since 2009, and the forms were later replaced.
Read this first: the 2009 text and later amendments
This article states what rules 21 and 22 provided as notified on 1 April 2009. The Rules have been amended several times since, and later amending rules, including one in 2023, substituted the forms used for these filings. Fees, time limits and portal steps may also differ now. For the current filing position on the agreement, see our post on the form for the LLP agreement and its changes. Check the MCA portal or the current Rules before acting. This article gives no fee amount, no form field detail and no portal step.
Rule 21 implements sub-sections (2) and (3) of section 23, and rule 22 implements section 25; see Section 23: relationship of partners and the LLP agreement and Section 25: registration of changes in partners. If you need to change a partner or the agreement, our changes in LLP agreement and partners service handles the current steps.
Rule 21(1): filing the agreement, and changes
For the purposes of section 23(2), "every limited liability partnership shall file information with regard to the limited liability partnership agreement" with the Registrar "within thirty days of the date of incorporation", with the annexure fee. The rule says information with regard to the agreement is filed, not that the whole agreement is attached. What exactly the form asks for is a matter of the form, which is not described here.
The proviso says: "any change made in the limited liability partnership agreement shall be filed ... within thirty days of such change". So the thirty days run from the date of the change, not from the date of the next annual return.
Rule 21(2): ratification of a pre-incorporation agreement
For the purposes of section 23(3), the LLP files information about the agreement referred to in that sub-section "within thirty days of the ratification by all the partners". Section 23(3) deals with an agreement made before incorporation between persons who become partners on incorporation; the Act article explains it. The rule's clock here is ratification by all the partners, so the thirty days start only when the last partner has ratified.
| Filing | Trigger | Time limit as notified in 2009 |
|---|---|---|
| Information on the agreement | Date of incorporation | 30 days from that date (21(1)) |
| Change to the agreement | The change | 30 days from the change (proviso to 21(1)) |
| Agreement made before incorporation | Ratification by all partners | 30 days from the ratification (21(2)) |
Example. Rathi Dutta LLP is incorporated on 10 May. The partners sign an amended profit-sharing clause on 3 June. Under rule 21(1) the LLP files information about its agreement within thirty days of 10 May, and the amendment of 3 June must be filed within thirty days of 3 June. Two separate periods run, each from its own date.
Rule 22(1): the partner reports his own change
For the purposes of section 25(1), "every partner shall intimate change in his name or address to the limited liability partnership" in the prescribed form. The duty rests on the partner. It is an internal intimation to the LLP, not a filing with the Registrar. The rule does not state a period for this intimation. It is silent on time; the Act should be checked.
Rule 22(2): the LLP files the notice
For the purposes of section 25(2), where a person becomes or ceases to be a partner, or where there is any change in the name or address of a partner, "the limited liability partnership shall file with the Registrar, a notice" in the prescribed form. The rule itself does not repeat a time limit; the 2009 rule leaves the period to the Act and the form. Do not assume a number of days from this rule alone.
Rule 22(3): consent of an incoming partner
For the purposes of section 25(3), where a person becomes a partner, the form "shall include a statement signed by the incoming partner that he consents to become a partner". The notice itself therefore carries the new partner's signed consent. Compare rule 7, which separately requires a designated partner's prior consent (see the article on rules 7 to 9).
Rule 22(4): the professional's certificate
"The form shall be accompanied by a certificate from a Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice that he has verified the particulars from the books and records of the limited liability partnership and found them to be true and correct."
- The certifier must be in practice: a Chartered Accountant, a Cost Accountant or a Company Secretary.
- He must have verified the particulars from the books and records of the LLP, not merely accepted what he was told.
- He certifies them as true and correct.
The rule says "the form", which in context is the notice under rule 22(2). The text does not say the certificate is needed for the partner's own intimation in rule 22(1).
Rule 22(5): fees
The fees payable to the Registrar under section 25(3) are as in the annexure. This article does not repeat them.
How the sub-rules fit
| Rule | Who acts | What happens |
|---|---|---|
| 21(1) | The LLP | Files agreement information within 30 days of incorporation; changes within 30 days |
| 21(2) | The LLP | Files within 30 days of ratification by all partners |
| 22(1) | A partner | Tells the LLP of his change of name or address |
| 22(2) | The LLP | Files a notice when a person joins or leaves, or a partner's name or address changes |
| 22(3) | Incoming partner | Signs a statement of consent in the notice |
| 22(4) | Professional in practice | Certifies the particulars from the books and records |
Practical points
- Diarise the incorporation date; the first agreement filing runs from it.
- Treat every amendment to the agreement as a fresh thirty-day deadline.
- When a partner joins, collect his signed consent and arrange the professional's verification before filing.
- Do not confuse the partner's internal intimation (rule 22(1)) with the LLP's filing (rule 22(2)).
- Our guides on changes in partners explain the practical side.
Need help with the LLP agreement or a change of partners?
Wrong dates and missing certificates cause filings to be returned. Our changes in LLP agreement and partners team can check the present requirements and complete the filing.
Key takeaways
- Information on the LLP agreement is filed within thirty days of incorporation, and any change within thirty days of the change (rule 21(1)).
- A pre-incorporation agreement ratified by all partners is filed within thirty days of ratification (rule 21(2)).
- A partner tells the LLP of his own change of name or address (rule 22(1)).
- The LLP files a notice when a partner joins, leaves or changes name or address (rule 22(2)); the incoming partner signs a consent (rule 22(3)).
- A practising CA, Cost Accountant or Company Secretary certifies the particulars (rule 22(4)).
- Forms and periods were amended after 2009; check the current position.
Read next
- Rule 23: form of contribution and valuation
- Rules 19-20: direction to change a similar name and change of name
- LLP agreement: what it must contain and how to draft
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.