Section 38 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 38 gives the Registrar a general power to ask questions of people connected with an LLP, to require written details, and to summon those who do not answer or whose answers do not satisfy him. A person who fails to comply without lawful excuse is punishable with fine. If you have received a notice or summons from the Registrar, our legal consultation service can help you understand it and prepare your reply.
To obtain information he considers necessary for carrying out the Act, the Registrar may require any person, including any present or former partner, designated partner or employee of an LLP, to answer a question, make a declaration or supply details or particulars in writing within a reasonable period (s.38(1)). If the person does not do so, or the Registrar is not satisfied with the reply, the Registrar may summon him to appear before the Registrar, an inspector or another public officer the Registrar designates (s.38(2)). Failing to comply without lawful excuse is punishable with fine of not less than Rs 2,000, extending to Rs 25,000 (s.38(3)).
Section 38(1): the requisition
The Registrar may act "in order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act". Three points in the text matter.
- Purpose. The information must be what the Registrar considers necessary for carrying out the provisions of the Act. The text leaves the judgment to him; it does not list topics.
- Who may be asked. "Any person including any present or former partner or designated partner or employee of a limited liability partnership." The words "any person" are wide. They are not limited to the LLP's current officers, and "former" partners, designated partners and employees are named expressly.
- What may be asked. To answer any question, make any declaration, or supply any details or particulars in writing. The reply is to be in writing and given to the Registrar "within a reasonable period".
The section does not fix the number of days. "Reasonable period" is the Act's own phrase; in practice the Registrar's requisition will specify a time.
Section 38(2): summons
Section 38(2) applies in two situations:
| Situation | Text |
|---|---|
| (a) No response | The person does not answer, make the declaration or supply the details within a reasonable time or time given by the Registrar |
| (b) Unsatisfactory response | The Registrar is not satisfied with the reply, declaration, details or particulars |
In either case the Registrar "shall have power to summon that person to appear before him or an inspector or any other public officer whom the Registrar may designate" to answer the question, make the declaration or supply the details.
So the process has two stages: first a written requisition, then, if needed, a summons for personal appearance before the Registrar, an inspector or a designated public officer. "Inspector" is a word the Act uses in its investigation chapter; see section 43 and our article on investigation of the affairs of an LLP.
The text does not say how a summons is to be served or what the format is. That is not set out in section 38.
Section 38(3): consequence of non-compliance
"Any person who, without lawful excuse, fails to comply with any summons or requisition of the Registrar under this section shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees."
| Element | Detail |
|---|---|
| Who | Any person who fails to comply |
| What | Fails to comply with a summons or requisition of the Registrar under s.38 |
| Defence | Lawful excuse |
| Punishment | Fine of not less than Rs 2,000, up to Rs 25,000 |
"Lawful excuse" is not defined. Illness, absence from the country or a legal bar on disclosure might be argued as an excuse, but the Act does not list examples, so this is a matter for facts and advice, not for the section.
The punishment is a fine, so this is an offence punishable with fine only. See section 39 for the power to compound offences of that kind, and our post on Form 31 under section 39.
Example. Meena Patel left Rao Logistics LLP last year as a designated partner. The Registrar writes to her, as a former designated partner, asking for written details about a transaction recorded in the LLP's filings. She does not reply within the time given. The Registrar summons her under s.38(2). If she still fails to comply without lawful excuse, s.38(3) provides a fine of Rs 2,000 to Rs 25,000.
How section 38 relates to nearby provisions
- Section 37. A statement made in response must be true. A knowingly false statement in a return, statement or other document required under the Act can attract section 37. Whether a reply to a Registrar's question under section 38 is within section 37 depends on whether it is a document "required by or for the purposes of any of the provisions of this Act"; the text of section 38 does not say. See sections 36 and 37.
- Section 41. Where an LLP is in default in filing returns or in complying with the Registrar's request to amend or complete a document, the Registrar may apply to the Tribunal after notice. See sections 40 and 41.
- Investigation. The Registrar's reports can be a basis for the Central Government to order an investigation under section 43(3)(c)(iii).
Practical points
- Answer a Registrar's requisition in writing, within the time given, and keep a copy and proof of delivery.
- If you cannot answer in full, say so in writing and give the reason; a "lawful excuse" is easier to show if it was raised in time.
- Former partners and employees are not outside the section; they should not assume a notice can be ignored.
- If a summons arrives, take advice before you appear.
Need help with a Registrar's notice?
A requisition or summons has a time limit and a fine attached to ignoring it. Our legal consultation service can read the notice with you, help prepare a written reply and advise on whether you have a lawful excuse for any gap.
Key takeaways
- The Registrar may require any person, including present or former partners, designated partners and employees, to answer questions, make declarations or supply details in writing (s.38(1)).
- If the person does not respond or the Registrar is not satisfied, he may summon the person (s.38(2)).
- Failure to comply without lawful excuse is punishable with fine of Rs 2,000 to Rs 25,000 (s.38(3)).
- The Act does not fix the days for a reply; it says "reasonable period".
Read next
- Sections 36 and 37: inspection of documents and false statements
- Section 39: compounding of offences
- Section 43: investigation of the affairs of an LLP
- Penalty provisions under the LLP Act: complete list
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.