Chapter VII - Financial Disclosures
Section 37
Section 37: Penalty for a false LLP statement
A person who knowingly makes a materially false statement or knowingly omits a material fact from a required LLP Act document can face imprisonment and a fine.
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Need advice on Section 37?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
If in any return, statement or other document required by or for the purposes of any of the provisions of this 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, he 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.
Introduction
Section 37 is directed at knowing misconduct in documents required by or for the purposes of the LLP Act. Materiality and knowledge are express elements. The closing qualification preserves any express alternative provision in the Act.
Key takeaways
Knowledge matters
The false statement or omitted material fact must be known to the person.
Materiality matters
The inaccuracy or omission must concern a material particular or fact.
Criminal consequence
The stated range is imprisonment up to two years and a fine from ₹1 lakh to ₹5 lakh, subject to the Act's express exception.
Identify the document
Confirm that the return, statement or other document was required by or for the purposes of the LLP Act.
Check the representation
Compare the filed statement with the underlying records, and identify a specific allegedly false material particular or omitted material fact.
Examine knowledge and exceptions
Preserve evidence about what the person knew when the document was made, and check whether another LLP Act provision expressly provides otherwise. A discrepancy alone does not establish Section 37's knowledge element.
Practical preparation
Before filing a material LLP document:
- Reconcile figures and named persons with source records.
- Resolve known material inconsistencies or omissions.
- Keep approval and supporting evidence.
Practical checklist
Do
- Use a documented review before filing important statements.
- Correct known material omissions before submission.
Avoid
- Do not treat every innocent clerical error as a knowing false statement under Section 37.
- Do not omit a material fact that the filer knows is material.
Illustrative example
Hypothetical: omitted material liability
A person preparing a required LLP statement knows of a material obligation but deliberately leaves it out.
Identify duty
Confirm the statement is required by or for the Act.
Test materiality
Assess whether the omitted obligation is a material fact.
Test knowledge
Preserve evidence of what the person knew at filing.
Outcome
- If the statutory elements are proved and no express alternative applies, Section 37's imprisonment and fine provisions may apply.
Glossary
- Material fact
- A fact significant to the substance of the required document.
- Knowing omission
- Leaving out a material fact while knowing that it is material.
Frequently asked questions
Does every filing error trigger Section 37?
No. The provision requires a materially false statement known to be false or an omitted material fact known to be material.
What punishment does Section 37 state?
Subject to any express provision otherwise in the Act, it states imprisonment up to two years and a fine between ₹1 lakh and ₹5 lakh.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026