LLP Form 28 — Reporting of Alteration / Closure by Foreign Limited Liability Partnership (FLLP)
7 Alteration Types | Form 29 Merger | 30-Day Deadline | Closure | 2022 Amendment

After a Foreign Limited Liability Partnership (FLLP) is formally registered in India via LLP Form 27 and receives its FLLPIN, it enters an ongoing compliance relationship with the Indian Registrar of Companies (ROC). Any subsequent change in the FLLP's India registration details — whether it's a change in the person authorized to receive legal notices, a move to a new Indian office, a constitutional change in the home country, or the decision to cease Indian operations entirely — must be formally reported to the ROC within 30 days of the change using LLP Form 28, the "Form for Reporting of Alteration / Closure by Foreign LLP."

LLP Form 28 underwent a significant change in 2022. The LLP (Second Amendment) Rules 2022 merged the old Form 29 (which handled Certificate of Incorporation changes and authorized representative changes) into Form 28, creating a single comprehensive alteration-reporting form covering 7 types of changes in one document. Before 2022, an FLLP that needed to report both a constitution change and an authorized representative change would have had to file two separate forms — old Form 28 AND old Form 29. Now, a single new Form 28 covers all scenarios, with multiple alteration types selectable in the same submission. This simplification significantly reduces the compliance burden for FLLPs with concurrent changes. According to the Ministry of Corporate Affairs, Form 28 is filed under Rule 34(11) of the LLP Rules 2009.

At N D Savla & Associates, we manage the complete post-Form 27 FLLP compliance journey — from Form 27 FLLP registration, through Form 28 alteration filings as changes occur, to the eventual Form 28 Type G closure when the FLLP decides to cease Indian operations. Our LLP compliance team tracks FLLP registration details and alerts clients proactively when a form 28 alteration may have been triggered — ensuring the 30-day window is never missed.

LLP Form 28 — Quick Reference Guide

Why Was Form 28 Updated in 2022? The Form 29 Merger Explained

Before the LLP (Second Amendment) Rules 2022, the alteration reporting framework for FLLPs in India required two separate forms depending on the type of change:

• Old Form 28 was used for: alteration in the FLLP's LLP Agreement or constitution, changes in the Indian registered office address, and changes in partners or designated partners
• Old Form 29 was used for: alteration in the Certificate of Incorporation from the home country, changes in the names or addresses of authorized representatives in India
• An FLLP with multiple concurrent changes had to file both forms — separate filings, separate government fees, separate DSC signing sessions

The 2022 Second Amendment Rules merged Form 29 into Form 28, creating a single comprehensive form covering all 7 alteration types. The practical impact:

LLP Form 28 covers seven specific alteration types (A through G). An FLLP can select one or multiple types in a single filing if several changes are occurring simultaneously. The form fields enabled depend on which types are selected:

Form 28 is the third form in the FLLP India compliance lifecycle — after name reservation (Form 25) and formal registration (Form 27). Every registered FLLP will eventually file at least one Form 28, because change is inevitable in any business over time:

• On the first occasion that any of the 7 alteration types occurs after Form 27 registration — this could be within weeks (if the authorized representative changes during the registration process) or years later (if the FLLP operates unchanged for several years)
• There is no "annual" Form 28 filing obligation — Form 28 is triggered only by an actual change. Unlike domestic LLPs that must file Form 8 and Form 11 every year regardless of activity, FLLPs only file Form 28 when something actually changes
• An FLLP that has no changes to report need not file any Form 28 — its India registration remains current from the original Form 27 data until an alteration triggers a Form 28 obligation

FLLPs and domestic LLPs use entirely different forms for reporting changes. Confusing the two frameworks is a common error — particularly when the FLLP has both a domestic Indian LLP as a partner and the FLLP entity itself registered in India:

• Form 28 is used exclusively by FLLPs (Foreign LLPs) with a valid FLLPIN — it covers changes in the FLLP's India registration particulars
• Domestic LLPs use Form 3 for changes in the LLP Agreement and Form 4 for changes in partner or designated partner information — these forms are not applicable to FLLPs
• For the FLLP's home country changes to be reflected in India, they must be reported via Form 28 within 30 days — the Indian ROC cannot independently track what changes happen in the FLLP's home country register. The FLLP has the obligation to self-report
• An FLLP that also has an interest in a domestic Indian LLP would file Form 28 for its own FLLP India registration changes, and separately the domestic LLP would file Form 3/Form 4 for its own changes — the two compliance frameworks operate independently

• 2009 — Form 28 and Form 29 separately prescribed: When the LLP Rules 2009 came into force, two separate forms were used: Form 28 for constitution and office changes, Form 29 for Certificate of Incorporation and authorized representative changes. This two-form framework made compliance unnecessarily complex for FLLPs with multiple simultaneous changes
• 2009-2021 — Low FLLP activity: In the early years of the LLP regime, FLLP registrations in India were relatively few — primarily Mauritius and Cayman Islands investment funds and some UK professional services firms. The alteration reporting framework was rarely used, creating limited awareness
• 2017-2021 — FDI liberalisation drives FLLP growth: The liberalisation of FDI in LLPs to allow 100% automatic route FDI in most sectors increased FLLP formations significantly. More FLLPs meant more post-registration changes — and more Form 28/29 filings required
• 2022 — Second Amendment Rules — Form 29 merger: The most significant change in the FLLP alteration reporting framework: Form 29 was merged into Form 28 creating a single comprehensive form for all 7 alteration types. This was explicitly part of MCA's broader "ease of doing business" initiative for foreign entities. The merger became effective immediately on the notification of the Second Amendment Rules
• 2022-2023 — MCA V3 migration: Form 28 (as updated to incorporate the former Form 29 coverage) migrated to the MCA V3 web-based portal with enhanced pre-fill functionality. The FLLPIN entered in Form 28 auto-populates the FLLP details from the Form 27 registration record
• Present: The consolidated Form 28 is the sole alteration-reporting mechanism for registered FLLPs in India. FLLPs that previously filed Form 29 must now file all types of alterations through the updated Form 28

The documents required depend on the type(s) of alteration being reported. Core requirements and type-specific documents:

Core Documents Required for Every Form 28 Filing

• FLLPIN: The Foreign LLP Identification Number issued at Form 27 registration — auto-populates the FLLP name and details on the MCA V3 form
• DSC of Authorized Representative: Valid Digital Signature Certificate of the current authorized representative of the FLLP in India. If the authorized representative is being changed via this Form 28 (Type C), the outgoing representative signs Form 28; the new representative's DSC is registered on MCA V3 for future filings
• Date of Alteration: The exact date on which the alteration occurred in the home country or in India — this is the date from which the 30-day filing clock runs

Type-Specific Documents for Each Alteration Category

• Type A — Constitution Change: Amended LLP Agreement / constitution document from the home country, apostilled (Hague Convention countries) or authenticated by Indian Embassy (non-Hague countries); certified English translation if not in English
• Type B — COI Change: New or amended Certificate of Incorporation or Registration from the home country — apostilled/authenticated and translated; evidence of what specifically changed (if the FLLP changed its name in the home country, this must also be reflected in a fresh Form 28 Type B)
• Type C — Authorized Representative Change: Identity proof and address proof of the new authorized representative (Aadhaar, PAN, address proof); resignation letter or confirmation from outgoing representative; board resolution/partner authorization for the new appointment
• Type D — Indian Office Address Change: New address proof for the Indian registered office — utility bill or lease agreement; NOC from new property owner if rented; proof of vacation of the old premises (optional but recommended)
• Type E — Partner Change: Certified list of current partners from the home country register; KYC documents for new partners (if individual: name, address, nationality, date of birth; if body corporate: COI, name of nominee); evidence of the change in home country records
• Type F — Other Particulars Change: Supporting documentation specific to the particular being changed — for example, if changing the nature of Indian business activities, a board/partner resolution specifying the new activity scope
• Type G — Closure: Partner/board resolution deciding closure of Indian operations; evidence of cessation (termination of Indian lease, closure of Indian bank account, cessation of all India-based employees and activities); regulatory NOC (if FLLP was in a regulated sector such as RBI-regulated or SEBI-registered); confirmation that all Indian tax and regulatory compliance is up to date

Failure to file Form 28 within 30 days of an alteration in FLLP India registration details has the same penalty structure as failure to file Form 27 initially:

• Penalty on notice: ₹10,000 upon receiving an ROC notice for the non-reporting
• Continuing penalty: ₹1,000 per day for every day the default continues after the ROC notice — payable by the FLLP and by its authorized representative personally
• Stale MCA records: An FLLP that has not filed Form 28 for a change will have outdated information on the Indian MCA public record — creating problems for banks, clients, and regulators that rely on MCA data for due diligence and correspondence
• Service of process risk: If the authorized representative has changed but Form 28 has not been filed, the old authorized representative remains legally designated — meaning that legal notices served on the old representative are valid notices to the FLLP, even if the FLLP no longer has contact with that person
• Registered office invalidity: If the Indian registered office address has changed but Form 28 Type D has not been filed, all official correspondence goes to the old address — and the FLLP may miss critical ROC notices, tax demands, or court summons

Change in Authorized Representative — Form 28 Type C

The most frequently filed Form 28 type is a change in the authorized representative — when the person previously designated to receive service of process in India resigns, moves, or is replaced:

• New authorized representative must be identified — individual resident in India; obtain their PAN and identity documents
• New authorized representative must obtain a DSC and register it on MCA V3 — this is needed for signing future Form 28 filings
• File Form 28 Type C within 30 days of the change — attaching the new representative's details and confirming the change
• Outgoing authorized representative's details are removed from the FLLP's public MCA record; incoming representative is registered as the new contact for the FLLP in India
• N D Savla & Associates acts as authorized representative for multiple FLLPs in India — a reliable, professionally managed representative appointment that avoids the disruption of individual departures

FLLP Moving Its Indian Registered Office — Form 28 Type D

When a registered FLLP moves to a new Indian office — a common occurrence as FLLPs scale their India operations or optimise costs:

• Secure new office premises and have lease agreement or ownership document ready
• File Form 28 Type D within 30 days of moving to the new address — not from the date of signing the new lease, but from the date the move is actually completed
• Simultaneously, file a GST registration amendment on the GST portal within 15 days of the address change (GST has a tighter deadline than Form 28)
• Update PAN records, bank accounts, and all regulatory bodies with the new address — Form 28 updates the MCA record; other regulatory records need separate updates

FLLP Partner Changes That Affect Indian Registration — Form 28 Type E

When a partner joins or leaves the FLLP in its home country, and that change affects the Indian registration (particularly if the departing or joining partner had a role in the Indian operations):

• Obtain updated partner list from the home country register — certified and authenticated
• If a new partner is also investing capital in the FLLP's Indian operations: FEMA Form 1 must be filed with RBI within 30 days of capital receipt alongside Form 28 Type E
• File Form 28 Type E within 30 days of the partner change being effective in the home country
• If the change also affects the FLLP's constitution (e.g., profit sharing ratios revised): also select Type A alongside Type E in Form 28

FLLP Ceasing Operations in India — Form 28 Type G (Closure)

When a registered FLLP decides to exit India — closing its Indian office and ceasing operations — the formal closure route is Form 28 Type G:

• Complete all pending Indian compliance: final income tax return, final GST returns, final TDS returns
• Close all Indian bank accounts and obtain bank closure letters
• Terminate Indian leases, employee agreements, and contracts
• If FLLP was in a regulated sector: obtain NOC from the relevant regulatory authority before filing Form 28 Type G
• File Form 28 Type G within 30 days of cessation of place of business in India
• FLLPIN becomes inactive after closure — the FLLP is deregistered from Indian records
• For FLLPs where the India closure is part of a complete global wind-down: coordinate with the home-country LLP dissolution process to ensure consistent messaging to all regulators. See our LLP Winding Up advisory for related domestic LLP closure services