Sections 36 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.
Section 36 makes four kinds of LLP documents open to inspection by any person. Section 37 punishes a person who makes a false statement, or leaves out a material fact, in any return, statement or other document required under the Act. Because what an LLP files becomes public, what is signed must be accurate. If you are unsure whether a filing is correct, our legal consultation service can review it with you before it goes in.
The incorporation document, names of partners and changes, Statement of Account and Solvency, and annual return filed with the Registrar are available for inspection by any person, in the prescribed manner and on payment of the prescribed fee (s.36). A person who makes a statement in any return, statement or document under the Act that is false in a material particular, knowing it to be false, or that omits a material fact knowing it to be material, is punishable with imprisonment up to two years and also liable to fine of not less than one lakh rupees, extending to five lakh rupees (s.37).
Section 36: what the public can inspect
The section lists the documents "filed by each limited liability partnership with the Registrar" that are available for inspection by any person:
| Document | Where it comes from |
|---|---|
| Incorporation document | See section 11 |
| Names of partners and changes, if any, made therein | See section 25 |
| Statement of Account and Solvency | See section 34 |
| Annual return | See section 35 |
Inspection is "in such manner and on payment of such fee as may be prescribed". The Act does not state the manner or the fee, and this article states none.
Two practical points follow from the wording.
- "Any person" means inspection is not restricted to partners, creditors or the Registrar. A customer, competitor, lender or journalist may inspect these four documents.
- The list is the list the section gives. The text of s.36 does not say that other documents in the LLP's file are open to inspection, so do not assume it.
The effect is that an LLP's financial position at year-end, as stated in the Statement of Account and Solvency, is visible to anyone who inspects. That is a reason to sign it with care.
Section 37: penalty for false statement
Section 37 applies if, in any return, statement or other document required by or for the purposes of any provision of the Act, any person makes a statement:
- (a) which is false in any material particular, knowing it to be false; or
- (b) which omits any material fact knowing it to be material.
That person shall, save as otherwise expressly provided in this Act, be punishable with imprisonment for a term which may extend to two years, and shall also be liable to fine which may extend to five lakh rupees but which shall not be less than one lakh rupees.
| Feature | Detail |
|---|---|
| Who | "Any person" who makes the statement; the section is not confined to partners |
| Documents | Any return, statement or other document required by or for the purposes of the Act |
| Mental element | Knowing it to be false (clause (a)) or knowing to be material (clause (b)) |
| Imprisonment | May extend to two years |
| Fine | Not less than Rs 1 lakh, up to Rs 5 lakh |
| Exception | "Save as otherwise expressly provided in this Act" |
Reading the elements
Knowledge is required. Both limbs need knowledge. An honest mistake is outside the section as worded. Carelessness that falls short of knowledge would be dealt with under other provisions, such as section 74 or section 34, where they apply.
Material. The falsity must be in a "material particular", or the omitted fact must be material. The Act does not define "material". Whether a particular is material is a question of fact in each case.
"Imprisonment ... and shall also be liable to fine". The text provides imprisonment and also makes the person liable to fine. The sub-section is not worded as "or".
The reach of "any person". A partner who signs, a designated partner who certifies, and an employee who knowingly supplies false figures are all within the words.
"Save as otherwise expressly provided". If another provision in the Act expressly covers the same false statement with its own penalty, that provision applies instead.
Example. Vikram Anand, a designated partner of Anand Imports LLP, signs the Statement of Account and Solvency knowing that a large loan owed by the LLP has been left out, and he knows the omission is material to the LLP's solvency. The statement is filed and open to inspection under s.36. Vikram's act falls within s.37(b). The punishment stated is imprisonment up to two years and also fine of Rs 1 lakh to Rs 5 lakh.
Procedure and courts
Section 37 provides a punishment; it does not set out the trial procedure. The 2021 Act introduced Special Courts (sections 67A to 67C) and section 77A on cognizance of offences. Under section 77A, no court other than a Special Court shall take cognizance of an offence punishable under the Act except on a written complaint by the Registrar or an officer not below the rank of Registrar authorised by the Central Government. See sections 77 and 77A. An offence under the Act punishable with fine only may be compounded under section 39. Section 37 provides imprisonment as well as fine, so it is not an offence punishable with fine only; read section 39 for what may be compounded.
Practical points
- Treat every return, statement or form as a statement under s.37. Check figures against books before signing.
- Do not leave out a liability, charge or related-party item that is material.
- If you find an error after filing, take advice at once on correction. The Act does not state a correction procedure in these sections.
- Remember s.36: what you file can be inspected by any person.
Need help checking a filing?
A statement of account, an annual return or a Form that goes to the Registrar becomes part of the public record, and a knowing misstatement carries imprisonment. Our legal consultation service can review your filing and the supporting records before or after you file.
Key takeaways
- The incorporation document, names of partners and changes, Statement of Account and Solvency and annual return are open to inspection by any person (s.36).
- Inspection is on the prescribed manner and fee; the Act states neither.
- A knowingly false statement in a material particular, or a knowing omission of a material fact, is punishable with imprisonment up to two years and also fine of Rs 1 lakh to Rs 5 lakh (s.37).
Read next
- Section 35: annual return
- Section 38: Registrar's power to obtain information
- Penalty provisions under the LLP Act: complete list
- Compliances of LLP and penalties for non-compliance
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.