gr6 secb limited liability partnership

7/27/2019 Gr6 SecB Limited Liability Partnership

1/23

Limited Liability

Partnership Act, 2008

Section B

Group 6:

Arkadeep Meta

Harshal Gandhi

Pankaj Kumar Gaurav

Nilay Mehrotra

Digvijai Singh


2/23

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.


3/23

LLPPartners &Designated

Partners

Formation

Compliances

Foreign LLP

Conversion

Compromise

&

Arrangement

Dissolution&

Winding up


4/23

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


5/23

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


6/23

Incorporation

ofLLP

(Sec. 11 to 21)


7/23

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.


8/23

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/-


9/23

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


10/23

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)


11/23

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.


12/23

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.


13/23

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


14/23

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/-.


15/23

Conversion of LLP

PartnershipFirm

PrivateCompany

Unlisted PublicCompany


16/23

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)


17/23

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 .


18/23

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


19/23

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


20/23

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]


21/23

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)


22/23

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.pdf


23/23

Thank You

gr6 secb limited liability partnership

Documents