Sections 76 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 76 says when partners and designated partners share in an offence committed by an LLP: where it was with their consent or connivance, or attributable to their neglect. Section 76A, inserted by the 2021 Act, creates adjudicating officers who impose penalties after a hearing, with a thirty-day cure for two filing defaults, half penalties for small and start-up LLPs, an appeal to the Regional Director and punishment for ignoring the order. If an LLP has received a penalty notice, our legal dispute resolution service can help you respond.
Section 76 (unchanged): where an offence by an LLP was committed with the consent or connivance of a partner or designated partner, or is attributable to their neglect, they and the LLP are guilty and liable to be proceeded against and punished. Section 76A (2021): the Central Government appoints adjudicating officers not below the rank of Registrar. They impose penalties after hearing the LLP; no penalty if a section 34(3) or 35(1) default is rectified within thirty days of the notice; half the penalty for small or start-up LLPs; appeal to the Regional Director within sixty days.
Section 76: partners who share in the offence
"Where an offence under this Act committed by a limited liability partnership is proved—
- (a) to have been committed with the consent or connivance of a partner or partners or designated partner or designated partners of the limited liability partnership; or
- (b) to be attributable to any neglect on the part of the partner or partners or designated partner or designated partners of that limited liability partnership,
the partner or partners or designated partner or designated partners ..., as the case may be, as well as that limited liability partnership shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly."
Key points:
- The offence must first be proved against the LLP.
- The second step is proof of consent or connivance, or neglect, on the part of the partner or designated partner. A partner who had no part and no neglect is outside the section.
- The test is personal. The section does not say that every partner is automatically liable.
The 2021 Act did not amend section 76. Its heading in the original, "Offences by limited liability partnerships", stays. Compare section 30 on fraud, covered in our article on section 30.
Section 76A at a glance
| Sub-section | Subject |
|---|---|
| 76A(1)-(2) | Appointment and jurisdiction of adjudicating officers |
| 76A(3) | Penalty order, two provisos, direction to rectify |
| 76A(4) | Hearing |
| 76A(5)-(7) | Appeal to the Regional Director |
| 76A(8)-(9) | Punishment for ignoring the order |
Section 76A(1) and (2): who adjudicates
"For the purposes of adjudging penalties under this Act, the Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers in such manner as may be prescribed." The Central Government specifies the jurisdiction of each in the same order. Section 79(2)(zga), as inserted in 2021, lists the manner of appointing adjudicating officers among the rule-making matters.
Section 76A(3): the order
The adjudicating officer "may, by an order" impose the penalty on the LLP, partners, designated partners or any other person, "stating therein any non-compliance or default under the relevant provisions of this Act". He may also, under clause (b), direct them to rectify the default, "wherever he considers fit for reasons to be recorded in writing".
First proviso: the thirty-day cure
"In case default relates to non-compliance of sub-section (3) of section 34 or sub-section (1) of section 35 and such default has been rectified either prior to or within thirty days of the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and proceedings under this section in respect of such default shall be deemed to be concluded."
This covers only two defaults: late filing of the Statement of Account and Solvency (34(3)) and of the annual return (35(1)). See our articles on section 34 and section 35. Rectifying within the thirty-day window after the notice ends the proceedings for that default. The proviso says nothing about the additional fee under section 69 that may still be payable; see our article on section 69.
Second proviso: half penalty for small and start-up LLPs
"Notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a small limited liability partnership or a start-up limited liability partnership or by its partner or designated partner or any other person in respect of such limited liability partnership, then such limited liability partnership or its partner or designated partner or any other person, shall be liable to a penalty which shall be one-half of the penalty specified in such provisions subject to a maximum of one lakh rupees for limited liability partnership and fifty thousand rupees for every partner or designated partner or any other person, as the case may be."
The Explanation defines "start-up limited liability partnership" as an LLP "incorporated under this Act and recognised as such in accordance with the notifications issued by the Central Government from time to time". "Small limited liability partnership" is defined in section 2(1)(ta); see our article on section 2 definitions.
| LLP type | Penalty under the proviso | Cap |
|---|---|---|
| Small LLP or start-up LLP | One-half of the penalty specified in the provision | Rs 1,00,000 for the LLP; Rs 50,000 for each partner, designated partner or other person |
The proviso covers penalties; it does not apply to fines imposed by a court.
Section 76A(4): the hearing
"The adjudicating officer shall, before imposing any penalty, give an opportunity of being heard to such limited liability partnership or its partner or designated partner or any other person, who is in default." A penalty order made without a hearing would be open to challenge on this ground.
Section 76A(5) to (7): appeal to the Regional Director
- Any person aggrieved by an order under 76A(3) may appeal "to the Regional Director having jurisdiction in the matter" (76A(5)).
- The appeal must be filed within sixty days from the date the copy of the order is received, in the prescribed form and manner with the prescribed fees. The Regional Director may, for reasons recorded in writing, extend the period by not more than thirty days (76A(6)).
- The Regional Director, after giving the parties an opportunity of being heard, may pass such order as he thinks fit, "confirming, modifying or setting aside the order appealed against" (76A(7)).
"Regional Director" is defined in section 2(1)(ra), inserted in 2021. Section 79(2)(zgb) lists the form, manner and fee for such appeals as matters for rules.
Section 76A(8) and (9): ignoring the order
| Who | Failure to comply within ninety days of receiving the order | Consequence |
|---|---|---|
| The LLP (76A(8)) | Fails to comply with the order under 76A(3) or (7) | "Punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees" |
| A partner, designated partner or other person in default (76A(9)) | Same failure | "Punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but may extend to one lakh rupees, or with both" |
These are punishments, not penalties, so a court under the Special Court system (see our article on sections 67A to 67C) deals with them, with cognizance only on the complaint described in section 77A.
Need help with a penalty notice?
A notice from an adjudicating officer has short timelines: a hearing, a thirty-day window to cure two filing defaults, and sixty days to appeal. Our legal dispute resolution team can help you respond, rectify and, where needed, appeal.
Key takeaways
- Section 76 makes partners guilty with the LLP only where there was consent, connivance or neglect on their part; it was not changed in 2021.
- Section 76A adjudicating officers are of the rank of Registrar or above and must hear the person in default.
- No penalty if a section 34(3) or 35(1) default is rectified before or within thirty days of the notice.
- Small and start-up LLPs pay half the penalty, with a cap.
- Appeal lies to the Regional Director within sixty days, extendable by up to thirty days.
- Ignoring the order for ninety days is punishable under 76A(8) and (9).
Read next
- Sections 77–77A: jurisdiction of courts and cognizance of offences
- Section 74: general penalties
- Penalty for Non-Filing of LLP Annual Returns
- ROC Penalties for LLP: Complete List with Amounts
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.