Rules 28-31 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.
Chapter IX of the Rules supports the Act's provisions on investigation of an LLP's affairs. Rule 28 fixes the security that partners must give when they apply for an investigation, rule 29 applies the same security to applications under section 44, rule 30 deals with the fee for a copy of the inspector's report, and rule 31 says how a copy of the report is authenticated for use as evidence. This article explains the four rules as notified in 2009.
Partners who apply for an investigation under section 43(1)(a) must give security for the costs, calculated on a turnover scale and not exceeding twenty-five lakh rupees (rule 28). The same security applies to an application under section 44 (rule 29). A copy of the inspector's report is obtainable on payment of a fee per page (rule 30). A copy of the report is authenticated by the LLP's common seal, if any, or by a certificate of a public officer who has custody of it (rule 31). The Rules and the Act have been amended since 2009; verify the current figures.
Read this first: the 2009 text and later amendments
This article states what rules 28 to 31 provided as notified on 1 April 2009. The Rules have been amended several times since, and the security slabs, fees and procedure may have changed. The Act itself has been amended. Check the MCA portal and the current Rules before acting; do not use the 2009 slabs for a live application. For the Act-level position see Section 43: investigation of the affairs of an LLP. This article states no fee amount and no portal step, though it does describe the security slabs as printed in rule 28, since they are conditions of the application and not a charge.
If an investigation or a dispute with the Registrar or co-partners is in prospect, our legal dispute resolution service can advise on the current position.
Rule 28: security for an application by partners
Rule 28 operates "for the purposes of clause (a) of sub-section (3) of section 43". An application by the partners to investigate the affairs of the LLP "shall be made, along with such security, for an amount calculated on the following scale but not exceeding twenty five lakh rupees, for payment of costs of the investigation".
The scale is based on the turnover as stated in the Statement of Account and Solvency for the immediately preceding financial year.
| Turnover (as notified in 2009) | Security |
|---|---|
| Up to 1 crore rupees | 2 lakh rupees |
| 1 crore or more but less than 5 crore | 5 lakh rupees |
| 5 crore or more but less than 10 crore | 10 lakh rupees |
| 10 crore or more | 25 lakh rupees |
The Explanation adds that, in the absence of a Statement of Account and Solvency for the preceding financial year, the security is "such amount of security as may be fixed by the Central Government".
Points to note:
- Cap. The security cannot exceed twenty-five lakh rupees; the top slab equals the cap.
- Source of turnover. The figure comes from the Statement of Account and Solvency for the immediately preceding financial year, not from tax returns or other accounts. See the article on rule 24 for that statement.
- Missing statement. If the LLP has not filed or prepared one, the Central Government fixes the amount. The text does not say how.
- Purpose. The security is "for payment of costs of the investigation". The text does not say what happens to it afterwards, whether refunded or applied. That is a silence in the rule; see the Act on expenses of investigation in Sections 53-54.
Example (as notified in 2009). The partners of Dalal Chawla LLP, who are in dispute with the other partners, want an investigation into the LLP's affairs. The LLP's Statement of Account and Solvency for the last financial year showed turnover of seven crore rupees. That falls in the 5 crore or more but less than 10 crore slab, so the security under rule 28 is the figure for that slab. If the statement for that year had not been filed, the Central Government would fix the amount.
Rule 29: the same security under section 44
Rule 29 operates "for the purposes of section 44". An application by the partners "under clause (a) of sub section (1) of section 43" to investigate the affairs of the LLP "shall be made alongwith the deposit of such security as calculated in the manner specified in rule 28". So the method of calculation in rule 28 applies to section 44 applications too. For section 44, see Sections 44-45: application for investigation and who cannot be inspector.
Drafting point. Rule 28 refers to "clause (a) of sub-section (3) of section 43", while rule 29 refers to "clause (a) of sub-section (1) of section 43". The two rules speak of the same kind of application (by partners), but the sub-section references differ. The text does not explain the difference; the Act should be read to see which sub-section is meant. This article reports the references as printed.
Rule 30: the fee for a copy of the inspector's report
Rule 30 deals with "the fee payable for furnishing a copy of the Inspector's report in pursuance of clause (b), sub section (2), section 49". It fixes the fee on a per-page basis, with a fractional page counted as a page. The amount is not repeated here, because fee figures must be taken from the current Rules. What matters is the structure: a per-page fee, and part of a page counts as a full page.
Rule 31: authentication of a copy of the report
Rule 31 operates "for the purposes of section 54". A copy of the report of any inspector or inspectors "shall be authenticated either":
| Mode | What it requires |
|---|---|
| (a) | By the common seal, if any, of the LLP whose affairs have been investigated |
| (b) | By a certificate of a public officer having custody of the report, under and in accordance with section 76 of the Indian Evidence Act, 1872 |
The words "if any" in clause (a) matter, because an LLP need not have a common seal. Where there is none, clause (b) is the route. For the Act's treatment of the report as evidence, see Sections 53-54.
How the four rules fit
| Rule | Subject | Who acts | Linked section |
|---|---|---|---|
| 28 | Security with an application by partners, by turnover slab | Applicant partners | 43 |
| 29 | Same security for an application under section 44 | Applicant partners | 44 |
| 30 | Fee for a copy of the inspector's report | Person seeking the copy | 49 |
| 31 | Authentication of a copy of the report | LLP seal or public officer | 54 |
Practical points
- Before applying, find the turnover figure in the last Statement of Account and Solvency; it decides the slab.
- Allow for the cap: the maximum security in the 2009 text is twenty-five lakh rupees.
- Do not assume the 2009 figures apply today; confirm the current security requirement.
- If you need to use an inspector's report as evidence, ask how the copy will be authenticated before you rely on it.
- Keep the rules distinct: security (rules 28 and 29) is about starting an investigation; rules 30 and 31 are about the report after it is made.
Need help with an investigation or a partner dispute?
An application for investigation has procedural and cost consequences. Our legal dispute resolution team can advise on the current requirements and your options.
Key takeaways
- Partners applying for an investigation must give security for costs, scaled by turnover and capped at twenty-five lakh rupees, as notified in 2009 (rule 28).
- Turnover is taken from the Statement of Account and Solvency for the immediately preceding financial year; if none, the Central Government fixes the amount.
- Rule 29 applies the same calculation to a section 44 application.
- A copy of the inspector's report is available for a fee per page (rule 30).
- A copy is authenticated by the LLP's common seal, if any, or by a public officer's certificate under section 76 of the Indian Evidence Act, 1872 (rule 31).
- The slabs and fees may have changed; check the current Rules.
Read next
- Rules 25-27: annual return, inspection and destruction of records
- Rules 32-33: conversion certificate, appeal to the Tribunal and intimation
- Investigation of the affairs of 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.