Rule 34 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 34 is the only rule in Chapter XI. It tells a foreign LLP what to file within thirty days of setting up a place of business in India, how its overseas documents must be certified, how it reports later changes, what it must do about its accounts, language and service of documents, and how it closes its place of business. This article explains the rule as notified in 2009.
A foreign LLP must file particulars with the Registrar within thirty days of establishing a place of business in India (rule 34(1)). Overseas documents must be certified according to whether the country is in the Commonwealth, a Hague Apostille Convention country, or neither (rule 34(2)). Alterations are filed within sixty days of the close of the financial year or thirty days of the change, depending on what changed (rule 34(3)). The foreign LLP files a Statement of Account and Solvency within thirty days from the end of six months of the financial year (rule 34(4)). It can stop its filing duties by giving notice that it intends to close its place of business (rule 34(8)). The Rules have been amended since 2009.
Read this first: the 2009 text and later amendments
This article states what rule 34 provided as notified on 1 April 2009. The Rules have been amended several times since, and the forms, fees, time limits and manner of filing may be different now. Check the MCA portal and the current Rules before acting. This article gives no fee amount, no form field detail and no portal step. For the current filing position on the first registration of particulars, see our post on registration of particulars by a foreign LLP; the other forms in this rule are referred to here as "the form prescribed for this purpose".
Rule 34 implements section 59 of the Act; see Section 59: foreign limited liability partnerships. Our broader guide covers foreign LLP registration and compliance in India. For Indian LLP incorporation, see our LLP registration service.
Rule 34(1): what is filed, and when
A foreign LLP "shall, within thirty days of establishing a place of business in India", file with the Registrar in the prescribed form:
| Clause | Document or particulars |
|---|---|
| (a) | A copy of the certificate of incorporation or registration and other instruments constituting or defining its constitution |
| (b) | The full address of its registered or principal office in the country of incorporation |
| (c) | The full address of its office in India that is to be deemed its principal place of business in India |
| (d) | A list of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorised to accept service of process and notices on its behalf |
The thirty days run from establishing a place of business in India. The rule does not define "place of business"; the Act should be consulted for that.
Example. Harborview Advisors LLP, registered abroad, opens a liaison office in Mumbai on 5 June. Under rule 34(1), as notified, it files the particulars within thirty days of 5 June, including the names and addresses of at least two persons resident in India authorised to accept service.
Rule 34(2): certifying overseas documents
The copies of the documents in rule 34(1) are certified in different ways, depending on the country of incorporation.
| Country | Certification required |
|---|---|
| Part of the Commonwealth | True copies certified (a) by a Government official with custody of the original, or (b) by a Notary Public in that part of the Commonwealth, or (c) by an officer of the LLP on oath before a person authorised to administer an oath there |
| Outside the Commonwealth but a party to the Hague Apostille Convention, 1961 | Copies certified by a Government official with custody of the original and apostillised; the list of partners and designated partners and the names and addresses of persons authorised to accept notice in India notarised and apostillised in the country of their origin |
| Outside the Commonwealth and not a party to the Hague Convention | Copies certified by (a) a Government official with custody of the original, or (b) a Notary Public of that country, or (c) an officer of the LLP |
For the third category, two further layers apply. The signature or seal of the official in (a), or the Notary's certificate in (b), is authenticated by a Diplomatic or Consular Officer empowered under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 or, if there is none, by an official listed in section 6 of the Commissioners of Oaths Act, 1889. The officer's certificate in (c) must be signed before a person with authority to administer an oath under those Acts.
The text spells the Convention as "Apostile"; that is a spelling slip in the original.
Rule 34(3): alterations
Two time limits apply.
| Alteration in | File within |
|---|---|
| The instrument constituting the foreign LLP, its registered or principal office abroad, or its partner or designated partner | Sixty days of the close of the financial year |
| The certificate of incorporation or registration, the name or address of a person authorised to accept service in India, or the principal place of business in India | Thirty days from the date the alteration was made or occurred |
The split is worth noting. Changes in the foreign LLP's own constitution and people are reported once a year, after year end. Changes in the certificate, the Indian service agent, or the Indian place of business are time-sensitive, because they affect where it can be served.
Rule 34(4): Statement of Account and Solvency
Every foreign LLP files a Statement of Account and Solvency "in accordance with provisions of rule 24 duly signed by the authorized representatives" within thirty days from the end of six months of the financial year. This follows the rule for Indian LLPs; see the article on rule 24 on books of account and the Statement of Account and Solvency. The signatories are "authorized representatives", not designated partners.
Rule 34(5): translations
If a document under sub-rule (1) or (3) is not in English, a certified translation is annexed. A translation made outside India is authenticated in the manner in sub-rule (2). A translation made in India is authenticated by an Advocate, Chartered Accountant, Company Secretary or Cost Accountant, or by an affidavit of a person who, in the Registrar's opinion, has adequate knowledge of the original language and English.
Rule 34(6): the name in English
The foreign LLP must state its name and the country of incorporation, in legible English characters, "in all invoices, official correspondence and publications".
Rule 34(7): service when no agent can be found
Where the foreign LLP has failed to deliver the names and addresses of persons resident in India authorised to accept service, or all such persons are dead, no longer reside in India, refuse to accept service or cannot be served, a document may be served by leaving it at, or posting it to, any place of business it has established in India.
Rule 34(8): ceasing to have a place of business
If a foreign LLP ceases to have a place of business in India, it gives notice to the Registrar in the prescribed form "within 30 days of its intention to close the place of business". From the date the notice is given, its obligation to file documents ceases, provided it has no other place of business in India and has filed all documents due as on the date of the notice.
Drafting point. The rule counts thirty days "of its intention to close", which does not say from when the intention is counted. The text is silent; read it with the current Rules.
Rule 34(9) to (11): manner, certificate and fees
- Rule 34(9): every document is filed in electronic form with the Registrar having jurisdiction over New Delhi, through the portal of the Ministry of Corporate Affairs.
- Rule 34(10): on registration of the first filing, the Registrar issues a certificate for establishment of the place of business in India, in the prescribed form.
- Rule 34(11): the fee for any form or document under this Chapter is as in the annexure; not stated here.
Practical points
- Start the overseas certification early. It involves another country's notary or official.
- Nominate at least two Indian residents to accept service and keep their details current; a change in them is a thirty-day filing.
- Keep a diary of the two alteration clocks (sixty days after year end, thirty days from the change).
- Rule 27(4) provides that the Registrar destroys a foreign LLP's registered documents three years after it ceases to have an Indian place of business.
- For current rules and forms, rely on the MCA portal.
Need help with a foreign LLP's Indian presence?
Overseas certification, the Indian service agents and the later filings all have separate clocks. Our LLP registration team can advise on the current requirements for a foreign LLP and handle the Indian side.
Key takeaways
- A foreign LLP files particulars within thirty days of establishing a place of business in India (rule 34(1)).
- Certification of overseas documents depends on whether the country is in the Commonwealth, a Hague Convention country, or neither (rule 34(2)).
- Alterations are filed within sixty days of the close of the financial year or within thirty days of the change, depending on the type (rule 34(3)).
- A Statement of Account and Solvency is filed within thirty days from the end of six months of the financial year (rule 34(4)).
- Closure of the Indian place of business is by notice within thirty days of the intention; filing duties cease on conditions (rule 34(8)).
- Check the current Rules for forms, fees and procedure.
Read next
- Rule 18: name of LLP, restrictions and reservation
- Rule 35: compromise or arrangement meetings and confirmation
- FDI in LLP: eligibility and compliance
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.