Sections 40 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 40 lets the Registrar destroy documents filed with him, physical or electronic, under rules. Section 41 is the more important one for LLPs: if an LLP is in default in filing a return, account or other document, or in complying with the Registrar's request to amend or resubmit one, and does not make good the default within fourteen days of a notice, the Tribunal can order it to do so. If you have received such a notice, our annual filing of LLP service can bring your filings up to date.
The Registrar may destroy any document filed or registered with him, in physical or electronic form, in accordance with the prescribed rules (s.40). Where an LLP is in default in filing a return, account or other document, or in complying with a request of the Registrar to amend, complete, re-submit or submit afresh a document, and fails to make good the default within fourteen days after service of a notice, the Tribunal may, on the Registrar's application, order the LLP, its designated partners or its partners to make good the default within the time the order specifies (s.41(1)). Costs may be placed on the LLP (s.41(2)). Other penalties continue to apply (s.41(3)).
Section 40: destruction of old records
"The Registrar may destroy any document filed or registered with him in physical form or in electronic form in accordance with such rules as may be prescribed."
- The power covers both physical and electronic documents.
- It is exercised "in accordance with such rules as may be prescribed". The Act does not give the period after which a document may be destroyed, and this article gives none.
- The section does not say that an LLP may destroy its own records. The LLP's duty to keep books is in section 34(1); the retention period is left to the rules.
The practical point is that an LLP should not assume the Registrar's file will always hold an old document. Keep your own copies of what you have filed.
Section 41(1): the Tribunal's enforcement order
Section 41(1) applies where an LLP is in default in complying with:
| Clause | Default |
|---|---|
| (a) | Any provision of the Act, or of any other law, which requires filing with the Registrar of any return, account or other document, or giving notice to him of any matter |
| (b) | Any request of the Registrar to amend or complete and re-submit any document, or to submit a fresh document |
Condition: the LLP fails to make good the default within fourteen days after the service on it of a notice requiring it to be done.
Result: the Tribunal may, on application by the Registrar, make an order directing the LLP, or its designated partners, or its partners, to make good the default within such time as specified in the order.
"Tribunal" means the National Company Law Tribunal constituted under section 408 of the Companies Act, 2013 (s.2(1)(u), as amended).
Steps in order:
- A default exists under clause (a) or (b).
- The Registrar serves a notice on the LLP requiring the default to be made good.
- Fourteen days pass without the default being made good.
- The Registrar applies to the Tribunal.
- The Tribunal may order the LLP, its designated partners or its partners to make good the default within the time it fixes.
Note the word "may". The Tribunal has a discretion. Note also that the order can be directed at the LLP, or its designated partners, or its partners, so individuals can be named in the order. The text of section 41 does not give a penalty for disobeying the Tribunal's order; consequences of non-compliance with a Tribunal order would depend on the Act's other provisions and general law.
Example. Lal & Lal LLP has not filed a document the Registrar asked it to amend and re-submit. The Registrar serves a notice. After fourteen days the LLP has still not complied. The Registrar applies to the Tribunal, which orders the designated partners to file the amended document within thirty days, with costs on the LLP. The thirty days in this example is invented; the section leaves the time to the Tribunal.
Section 41(2): costs
"Any such order may provide that all the costs of and incidental to the application shall be borne by that limited liability partnership." So the LLP may be made to pay the Registrar's costs of the application. The sub-section says the order "may" so provide.
Section 41(3): other penalties not limited
"Nothing in this section shall limit the operation of any other provision of this Act or any other law imposing penalties in respect of any default referred to in this section on that limited liability partnership."
So an order under s.41 is in addition to, not instead of, any penalty for the default. A late annual return, for example, can attract the daily penalty under section 35(2) and the additional fee under section 69, and a Tribunal order under section 41 does not displace them. For the penalty picture, see our article on penalty provisions under the LLP Act.
How s.41 differs from adjudication
The 2021 Act added section 76A, under which adjudicating officers impose penalties. Section 41 is different: it is an enforcement order from the Tribunal to make good a default, not the imposition of a penalty. They can operate side by side because of s.41(3). See sections 76 and 76A.
Practical points
- Treat any Registrar's notice as starting a fourteen-day clock.
- Reply in writing and file the missing or corrected document within the fourteen days.
- Keep proof of service of the notice and of your filing.
- Remember that a Tribunal order may name the designated partners and partners personally.
Need help with an overdue filing?
A notice from the Registrar is the last easy chance to cure a default before the Tribunal is approached. Our annual filing of LLP service can identify what is missing, file it and respond to the notice within the time.
Key takeaways
- The Registrar may destroy filed documents, physical or electronic, in accordance with the rules (s.40).
- After a default and a notice, the LLP has fourteen days to make good (s.41(1)).
- The Tribunal may, on the Registrar's application, direct the LLP, its designated partners or its partners to make good the default within a stated time.
- Costs may be borne by the LLP (s.41(2)).
- Other penalties are not displaced (s.41(3)).
Read next
- Section 39: compounding of offences
- Section 42: partner's transferable interest
- Section 35: annual return
- 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.