Rules 25-27 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 25 requires every LLP to file an annual return and fixes who must certify it. Rule 26 lets any person inspect documents held by the Registrar and obtain certified copies. Rule 27 tells the Registrar how long to preserve records and when old ones may be destroyed. This article explains the three rules as notified in 2009.
Every LLP files an annual return with the Registrar (rule 25(1)). As notified in 2009, a return of an LLP with turnover up to five crore rupees or contribution up to fifty lakh rupees carried a certificate from a designated partner other than the signatory; in all other cases a Company Secretary in practice certified it (rule 25(2)). The documents the Registrar keeps are open to inspection by any person on payment of fee (rule 26). The Registrar preserves certain documents permanently and may destroy others after set periods of 21, 5 or 3 years (rule 27). The Rules have been amended since 2009; the limits and forms must be checked.
Read this first: the 2009 text and later amendments
This article states what rules 25 to 27 provided as notified on 1 April 2009. The Rules have been amended several times since. The annual return form, the due date, the fee and the certificate thresholds may have changed, and the Act too has been amended. Do not use the 2009 limits to decide today's certificate requirement. For the current filing position, see our post on the annual return form and section 35, and check the MCA portal or the current Rules. This article gives no fee amount and no portal step.
Rule 25 implements section 35, and rule 26 section 36; see Section 35: annual return and sections 36 and 37 on inspection of documents. Rule 27 relates to sections 40 and 41; see Sections 40-41. For help with annual compliance, our annual filing of LLP service covers the current requirements.
Rule 25(1): the annual return
For the purposes of section 35(1), "every limited liability partnership shall file an annual return with the Registrar" in the prescribed form. The rule does not state the due date; the Act's section 35 and the current Rules do. The text read here is silent on the date.
Rule 25(2): the certificate, as notified
The annual return must be accompanied by a certificate. Who gives it depends on the size of the LLP:
| LLP (as notified in 2009) | Certificate from |
|---|---|
| Turnover up to five crore rupees during the corresponding financial year, or contribution up to fifty lakh rupees | A designated partner, other than the signatory to the annual return, that the return contains true and correct information |
| All other cases | A Company Secretary in practice that he has verified the particulars from the books and records of the LLP and found them true and correct |
Points to note:
- A second designated partner. In the smaller category the certifying designated partner must be someone other than the signatory to the return. An LLP with one individual designated partner cannot supply this on its own; the text does not address that case.
- "Or". As printed, either the turnover limit or the contribution limit qualifies the LLP for the smaller category. This is the 2009 wording and may have been changed.
- Company Secretary in practice. The larger category needs a professional certificate. The rule does not mention Chartered Accountants or Cost Accountants for this purpose, though rule 22(4) allows them for a different filing.
- Verification from books. The Company Secretary certifies after verifying from the books and records, not merely from the return.
Example (as notified in 2009). Ahuja Bhatt LLP has turnover of three crore rupees and a contribution of ten lakh rupees. Its two designated partners, Meena Ahuja and Dev Bhatt, are both available. Meena signs the annual return. Under rule 25(2) a certificate from Dev, as a designated partner other than the signatory, covers it. If the LLP's turnover and contribution were both above the stated limits, a Company Secretary in practice would have to certify.
Rule 25(3): fees
The fees for filing the annual return are as in the annexure. They are not repeated here.
Rule 26: inspection and certified copies
"The documents to be kept by the Registrar under section 36 shall be available in the registry on payment of fee as mentioned in Annexure 'A' for inspection by any person and for obtaining any certified copy thereof."
- By any person. The rule does not limit inspection to partners or creditors. The text names no condition on who may inspect.
- In the registry. The documents are available at the registry, the Registrar's records, which the Rules elsewhere describe as electronic; see rule 2(1)(viii).
- On payment of fee. The fee applies both to inspection and to certified copies. The amount is in the annexure and is not stated here.
Rule 27: preservation and destruction of the Registrar's records
Rule 27 is addressed to the Registrar, not to the LLP.
Rule 27(1): permanent preservation
"The Registrar shall preserve the documents permanently as specified in Annexure 'B'." This article does not set out that list.
Rule 27(2): destruction after the stated periods
"Subject to previous order of the Registrar", records may be destroyed after the following periods:
| Period | Records (summary of rule 27(2)) |
|---|---|
| 21 years | All papers, registers, refund orders and correspondence relating to LLP liquidation accounts |
| 5 years | Copies of Government orders relating to LLPs; registered documents of LLPs fully wound up and finally dissolved with related correspondence; papers on legal proceedings from the date of disposal of the case and appeal, if any; copies of statistical returns furnished to Government; all correspondence, including on scrutiny of accounts, annual returns, prosecutions, reports to the Central Government and the Tribunal, and complaints (for prosecutions, the period runs from the date of disposal of the case and appeal, if any) |
| 3 years | All other books, records and papers not specified in sub-rule (1), clauses (a) and (b) of sub-rule (2), and sub-rules (3) and (4); and routine correspondence about payment of fees, additional filing fees and return of documents |
The phrase "subject to previous order of the Registrar" qualifies the power to destroy; the text does not say what such a previous order contains.
Rule 27(3): documents in Annexure 'C'
Registered documents listed in Annexure 'C', for LLPs in operation, are preserved for the period shown against each in that annexure. This article does not describe the annexure.
Rule 27(4): foreign LLPs
Registered documents of foreign LLPs that cease to have any place of business in India "shall be destroyed after expiry of three years" from the date they cease to have a place of business in India. Note the word "shall" here, in contrast to "may" in sub-rule (2). Rule 34 deals with foreign LLPs; see the separate article on rule 34.
Rule 27(5): the Register of destroyed documents
The Registrar keeps a Register of destroyed documents in two parts, in the form set out in Annexure 'D', entering brief particulars of the records destroyed and certifying the date and mode of destruction.
Rule 27(6): other rules continue
Rule 27 is "in addition to and not in derogation of" the rules for destruction of office records connected with accounts (in the General Financial Rules compilation) and the Record Retention Schedule common to all departments and other such rules.
What rule 27 means for an LLP
Rule 27 governs the Registrar's own records. It does not set the LLP's duty to keep its books; that is eight years under rule 24(3). An LLP should not assume that a document held by the Registrar is available for ever. Keep your own copies of filed documents.
Practical points
- Plan who will sign the annual return and who will certify it; they should be different persons in the smaller category.
- Check the current certificate thresholds before relying on the 2009 figures.
- Keep copies of every filed form and certificate.
- Use rule 26 when you need to see or obtain a certified copy of a document filed by another LLP.
Need help with the annual return?
Choosing the right certifier and filing on time are the usual stumbling blocks. Our annual filing of LLP team can prepare and file your return under the current rules.
Key takeaways
- Every LLP files an annual return with the Registrar (rule 25(1)).
- As notified in 2009, the certifier was another designated partner for smaller LLPs and a Company Secretary in practice otherwise (rule 25(2)); the limits have been amended since.
- Any person may inspect the Registrar's documents and obtain certified copies on paying the fee (rule 26).
- The Registrar preserves some documents permanently and may destroy others after 21, 5 or 3 years (rule 27).
- The Register of destroyed documents records what was destroyed and when (rule 27(5)).
- Check the current limits, forms and due dates before acting.
Read next
- Rule 24: audit of LLP accounts and auditors
- Rules 28-31: investigation, security for costs and inspector's report
- Annual compliance for an LLP
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.