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7/27/2019 Gr6 SecB Limited Liability Partnership
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Limited Liability
Partnership Act, 2008
Section B
Group 6:
Arkadeep Meta
Harshal Gandhi
Pankaj Kumar Gaurav
Nilay Mehrotra
Digvijai Singh
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What is Limited Liability Partnership?
LLP Act, 2008 passed by Lok Sabha on 12th of December 2008 and the
President gave assent to the Bill on 7th January 2009.
Hybrid of Corporate & Partnership business Form.
Limits liability of partners to the extent of their contribution.
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LLPPartners &Designated
Partners
Formation
Compliances
Foreign LLP
Conversion
Compromise
&
Arrangement
Dissolution&
Winding up
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Partners & Designated Partners (Sec. 7)
Designated partner : -
- Every LLP shall have at least two designated partners who are individuals and at least
one of them shall be resident in India.
- Responsible for managing the day to day affairs and ensuring the compliances of all
applicable laws.
Requirements for Designated Partners : -
- Designated Partner identification Number (DPIN)
- Only Individual can be the Designated Partners.
- At least One Designated partner should be resident of India.
- In case of Body corporate their nominees can be the Designated Partners.
Individual
or/andbody
corporate
Individual
or/andbody
corporate
LLP
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Each partner shall bring contribution in LLPand nature & amount shall be disclosed in theAccounts of LLP.
Contribution can be in tangible, movable,
immovable or intangibleFormContribution
Right to participate in Management
Ethical duty to comply with all provisions ofLLP Act and LLP Agreement
Role/ Rightsof Partner
Limited to the Extent of their Contribution Not Liable for the wrongful Acts /Omissions ofother Partners
Not Liable for Obligation of LLP arising out ofa contract.
Unlimited Liability of Partners in case of Fraud
Liability ofPartners
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Incorporation
ofLLP
(Sec. 11 to 21)
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Step 1 - Deciding thePartners & Designated
partners
At least 2 Partners -Individuals or BodyCorporate
Minimum twoDesignated Partnersout of total no. ofPartnersIndividualsor Nominee of BodyCorporate.
At least OneDesignated Partner to
be Resident of India.
Step 2 - ObtainingDPIN (Form-7) &Digital Signature
DPINDesignatedPartner Identification
Number ( 8 DigitNumber)
Online application inForm 7 to CentralGovernment withIdentity and AddressProof of applicant
Step 3 - Reservation ofname Availability for
LLP (Form-1)
Last word -LLP orLimited Liabilitypartnership
Not to be identical ornearly resemble to anyother partnership firm,LLP, Body Corporateand trade mark. (Sec-15)
E-Form 1 to be filedwith ROC.
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E Form 2Incorporation Document along with Subscription Sheet and
proof of address of registered office of LLP.
Total Incorporation Fees
Step 4 -Filing of Incorporation Document (Form-2)
Contribution up to 1 lakh Fee Contribution More than 10 lakh Fee
Form 1 (Name Availability) 200 Form 1 (Name Availability) 200
Form 2 (Incorporation Document) 500 Form 2 (Incorporation Document) 5000
Form 3 (LLP Agreement Reg.) 50 Form 3 (LLP Agreement Reg.) 200
Form 4 (Partners Consent) 50 Form 4 (Partners Consent) 200Incorporation Fee 800 Incorporation Fee 5600
Form 2 Fees for contribution- above Rs. 1 lakh and upto Rs. 5 lakhs - Rs. 2000/-
- above Rs. 5 lakhs and upto Rs. 10 lakhs - Rs. 4000/-
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Step 5 - Registration of LLPAgreement
Mandatory execution of LLPAgreement (Sec-23)
In absence of Agreement asto any matter, Schedule 1
will be applicable.
Filing of details of LLPAgreement through e Form 3
within 30 days of
Incorporation.
Stamp duty on LLPagreement to be paid as perState Stamp Act.
Step 6 - Certificate ofIncorporation
On Successful CompliancesRegistrar Issues Certificateof Incorporation.
Conclusive Evidence of
Registration of LimitedLiability Partnership
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Accounts of LLP Shall be prepared within 6 months from the end of theFinancial Year.
Books of accounts - Cash orAccrual basis.
Statement of accounts and solvency - filed by every LLP in e-form 8 within 30days from expiry of 6 months from end of each financial year(30th October).
Audit:The accounts of LLPs shall also be audited.Exception: Small size LLPs
Annual Return: Every LLP shall file Annual Return (Form 11) with theRegistrar within 60 days of closure of financial year(30th May).
Default: Any LLP which fails to maintain books of accounts and get themaudited and file with RegistrarFine - Rs. 25,000 to Rs. 5,00,000
Disclosures, Audit & Filing Requirements(Sec. 34 and 35)
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Event Based Compliances of LLP
Compliance Section e-form Time Limit
Filing of Consent of
Designated Partners
7(3) Form 4 Within 30 days of incorporation or
subsequent appointments
Filing of Change in Partners 25(2) Form 3 &
Form 4
Within 30 days of Change
LLP Agreement & Changes
therein
23(2) Form 3 With in 30 days of incorporation or
Changes in LLP Agreement
Shifting of Registered Office 13(3) Form 15 Within 30 days of Compliance
Change of Name 19 Form 5 Within 30 days of Compliance
Additional Fees for delay filing of Form - Rs. 100 per day up to 300 days.
Delay Filing of the Formbeyond 300 days will attract additional fees and
action against LLP and Designated Partners under the Act.
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Regular Compliances of LLP
Form-8(Filing of Statements of Accounts & Solvency)Within 30 days
from the end of 6 months from the closure of Financial Year.
Form-11(Filing of Annual Return)within 60 Days of closure of Financial
Year
Maintenance of proper Books of Accounts on cash basis or on accrualbasis and according to the Double Entry System of Accounting.
Maintained at registered office and preserved for at least 8 years.
Audit of Accounts in accordance with the Rules prescribed.
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Foreign LLP[LLP Incorporated Outside India (LIOI)](Sec. 59 and Rule 34)
Section 59 of LLP Act, 2008 contain provisions regarding establishment of the
place of business by Foreign Limited Liability Partnership within the India forcarrying on their business.
Filing of Form-27within 30 days
fromestablishment of
place of
business in India
Permission/approval of ReserveBank of India(RBI) required
for establishmentof place of
business in India.
Filing feesfor Form-27- Rs.5000/-
Complianceof specialAct, If thebusiness is
regulated byspecial Act
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Reservation/Renewal of Name by
Foreign LLP/Foreign Company
Foreign LLP/Foreign Company canreserve its existing name by which it isregistered in the Foreign Country.
Form-25 is to be filed with the fees ofRs.10,000/-
Reservation of name valid for 3 years.
Renewal of name is possible by filingfresh From-25 on payment of feesRs.5,000/-.
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Conversion of LLP
PartnershipFirm
PrivateCompany
Unlisted PublicCompany
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Procedure of Conversion of
Company/Firm to LLP
I - Deciding the Partners & Designated Partners
II - Obtaining DPIN & Digital Signature
III Reservation of Name for LLP (Form-1)
IV- Filing of Incorporation Document (Form-2)
V - Filing of Conversion Application ( Form
17/18)VI - Certificate of Conversion into LLP (Form 19)
VII - Intimation of Conversion to ROC (Form 14)
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Important Considerations for
conversion LLP
Filing of Form with registrar of LLP:-
Form-7 & Form1 and Form-17/18 & Form-2 (with mandatory attachments)
All the Members of the Company/partners of the firm shall be the Partners in LLP (and noone else) with the same capital/contribution ratio.
Consent of all Members of the Company/partners of the firm shall be obtained.
No security interest on the assets shall be subsisting or in force on the date of application.
NOC from Unsecured creditors.
Statement of Assets and Liabilities certified by Auditor of not more than 30 days prior to thedate of the conversion application.
All due returns of ROC, Income Tax and other Tax authorities shall be filed.
NOC from other authority for conversion, if required.
After receiving Conversion Certificate the same to be filed within 15 days with the Registrarof Companies in Form 14 .
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Compromise, Arrangement and
Reconstruction of LLP (Sec. 60)
Between LLP and its creditors or between LLP and its
partners
3/4
th
of the creditors / partners must agree
NCLT order should be filed within 30 days
If a default is found, a fine of maximum Rs. 1 Lakh will belevied on the LLP
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Winding up of LLP (Sec. 63 & 64)
May be wound up by NCLT or voluntarily LLP can decide to be wound up by NCLT
No. of partners reduced below 2 for a period of 6< months
Unable to pay its debts
Acted against security of State or public order or against sovereignty
and integrity of India
Defaulted in filing Statement of Account or Solvency or annual return
for 5 years in a row
NCLT judges that it is equitable that the LLP be wound up
Provisions of the Company Act 1956 can be applied to LLP with
suitable changes
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Miscellaneous Provisions in LLP
Striking off the name of LLP by ROC. [Section 75]
Forms required to filed under LLP should be in electronic form online
on the LLP Portal. [Section 68]
Till the constitution of NCLT and NCLAT under the Companies Act,
1956, the powers of NCLT and NCLAT will be exercised by the
Company Law Board or High Court. [Section 81]
Unless specifically provided, the provisions of the Indian PartnershipAct, 1932 are not applicable to LLPs. [Section 4]
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Merits of LLP
Limited Liability of the partners
No Double Taxation
No Dividend distribution Tax
No limit on Max. no. of partners
No requirement of min. capital contribution
No requirement to maintain statuary records except book of accounts
Personal accounts of partners are not exposed
Allowance of FDI in LLP
Globally accepted structure ( e.g.YouTube)
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References
http://www.llp.gov.in/pdf/LLP_Act_2008_15jan2009.pdf
http://wirc-icai.org/wirc_referencer/Other%20Law/LLP.htm
http://www.llponline.in/
http://www.llp.gov.in/pdf/LLP_Act_2008_15jan2009.pdfhttp://wirc-icai.org/wirc_referencer/Other%20Law/LLP.htmhttp://www.llponline.in/http://www.llponline.in/http://wirc-icai.org/wirc_referencer/Other%20Law/LLP.htmhttp://wirc-icai.org/wirc_referencer/Other%20Law/LLP.htmhttp://wirc-icai.org/wirc_referencer/Other%20Law/LLP.htmhttp://www.llp.gov.in/pdf/LLP_Act_2008_15jan2009.pdf7/27/2019 Gr6 SecB Limited Liability Partnership
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Thank You