What is llp

LIMITED LIABILITY
PARTNERSHIP
By:
Corporate Law Vertical
Asija & Associates LLP
Chartered Accountants

 Some Interesting Facts about LLP
 What is a LLP ?.
 Insight of LLP !!!
 What are the Salient Features of LLP ?
 Recognition of LLP in other Acts
 Comparison of LLP with Company & or Partnership
Firm.
 Conversion of Company or Partnership Firm into LLP.
M/s Asija & Associates LLP, Chartered Accountants

 Limited Liability Partnership Act, 2008, was enacted
by Parliament and received the assent of the President
on 07.01.2009.
 LLP Act was notified on 31.03.2009.
 Limited Liability Partnership Rule 2009 was notified
on 1.04.2009.
 Conversion of companies and firm was notified on
22.05.2009 with effect from 31.05.2009.
 Taxation of LLP was notified on notified on
10.07.2009.
 First LLP was created on 02.04.2009.
 LLP Act Extends to Whole of India.

Number of LLP in Uttar Pradesh as on 31/12/2014
is 1,112
Number of LLP in India as on 31/12/2014 is 28,990
S.No Year Number of LLP
1. 2014 11616
2. 2013 6783
3. 2012 5633
S.No Year Number of LLP
4. 2011 4218
5. 2010 181
6. 2009 559

 A LLP is a Body Corporate formed and incorporated under
Limited Liability Partnership Act, 2008.
 LLP has legal entity separate from that of its partners..
 LLP shall have perpetual succession.
 Any change in the partners of a LLP shall not affect the
existence, rights or liabilities of the LLP.
 the provisions of the Indian Partnership Act, 1932 shall not
apply to a LLP.

 Creation of LLP:-
 Every LLP shall have at least two partners.
 Thus two or more persons associated for carrying on a lawful
business
 With a view to earn profit shall subscribe their names to an
incorporation document and form a LLP
 Either the words “Limited Liability Partnership” or the acronym
“LLP” as the last words of its name.
 Every LLP shall have a registered office to which all
communications and notices may be addressed and received.
 Who Can be a Partner of LLP
 Any individual or body corporate may be a partner in a LLP.

 Effect of registration.
 On registration, a LLP shall, by its name, be capable of—
a) suing and being sued;
b) acquiring, owning, or disposing of property, whether
movable or immovable
c) having a common seal, if it decides to have one; and
d) do such other acts and things as bodies corporate may
lawfully do.
 Every LLP shall ensure that its invoices, official
correspondence and publications bear the following:—
a) the name, address of its registered office and registration
number of the limited liability partnership; and
b) a statement that it is registered with limited liability.

Financial Year, in relation to a LLP, means the period from the 1st day
of April of a year to the 31st day of March of the following year :
Provided that in the case of a LLP incorporated after the 30th day of
September of a year, the financial year may end on the 31st day of March
of the year next following that year;
 Maintenance of Books of Accounts:-
 Every LLP shall maintain proper books of account relating to its
affairs for each year of its existence
 The Books can be maintained on cash basis or accrual basis
 The Books should be according to double entry system of accounting
and
 The same should be maintained at its registered office.

 Audit of LLP
Audit of a LLP is required only once the turnover is more than Rs. 40
Lakh or capital contribution is higher than Rs. 25 Lakh.
 Annual Filing by LLP
 Statement of Accounts and Solvency
 Every LLP shall file with in 6 months of from the end of each
financial year a Statement of Account and Solvency to Registrar of
LLP.
 Annual Return
 Every LLP shall within 60 days of closure of its financial year file an
annual return to the Registrar of LLP

 LLP Should have Designated Partners.
 Every limited liability partnership shall have at least two designated
partners who are individuals and at least one of them shall be a
resident in India.
 Every designated partner of a LLP shall obtain a Designated Partner
Identification Number (DPIN) or DIN (Director Identification Number)
 Designated Partner shall be responsible for the doing of all acts, matters
and things as are required to be done by the LLP in respect of
compliance of the provisions of this Act.
 Relationship of Partners.
The mutual rights and duties of the partners of a LLP, and
the mutual rights and duties of a LLP and its partners, shall be governed
by the LLP agreement between the partners, or between the limited
liability partnership and its partners.

Partner Obligation to Contribute :-
The obligation of a partner to contribute money or other property or
other benefit or to perform services for a LLP shall be as per the LLP
agreement.
Extent of Liability of Partner.
Every partner of a LLP is, for the purpose of the business of the LLP, the
agent of the LLP, but not of other partners.
A partner is not personally liable, directly or indirectly for an obligation
LLP solely by reason of being a partner of the limited liability
partnership.
A partner shall not be personally liable for the wrongful act or omission
of any other partner of the LLP.
In case of fraud the Liability of the partner responsible for fraud, then
the liability of such partner shall be un-limited.

Business Transactions of Partner with LLP.
A partner may lend money to and transact other business with the LLP
and has the same rights and obligations with respect to the loan or other
transactions as a person who is not a partner.
Cessation of Partners Interest.
A person may cease to be a partner of a LLP in accordance with an
agreement with the other partners or, in the absence of agreement
By giving a notice in writing of not less than 30 days to the other
partners of his intention to resign as partner.
Partner’s Transferable Interest.
The rights of a partner to share profits or loss of the LLP are transferable
either wholly or in part.
The transfer of any right by any partner does not by itself cause the
disassociation of the partner or a dissolution and winding up of the LLP.
The transfer of right by a partner, by itself, entitle the transferee to
participate in the management or conduct of the activities of the LLP.

 Extent of Liability of Limited Liability Partnership:-
An obligation of the LLP, shall be solely the obligation of the LLP.
The liabilities of the LLP shall be met out of the property of the LLP.
The LLP is liable if a partner of a LLP is liable to any person as a result
of a wrongful act or omission on his part in the course of the business of
the LLP or with its authority.
Protection to Whistle Blower:-
The Court or Tribunal may reduce or waive any penalty leviable against
any Whistle Blower partner or employee of a LLP.
Conversion Partnership Firm & Company into LLP
A Firm or Private Company/ Unlisted Public Company can be
converted into an LLP as per LLP Act, 2008.
An LLP can also be converted into a Company as per Section 366 of the
Companies Act, 2013.

Winding up of LLP:-.
The winding up of a LLP may be either voluntary or by the Tribunal and
LLP, so wound up may be dissolved.
“LLP is an alternative corporate business form that offers benefits of limited
liability of a company and the flexibility of a partnership. Thus LLP is a
hybrid containing elements of both ‘a corporate structure’ as well as ‘a
partnership firm structure’, hence resulting into a very convenient business
structure”.

 Hybrid business entity combining features of partnership
firm and company.
 Minimum 2 Partners are Required to Incorporate a LLP
 Simple to incorporate.
 No limit on maximum number of Partners.
 Limited Liability of partners.
 Non-applicability of The Indian Partnership Act, 1932.
 Body corporate with legal entity separate from its partners.
 Perpetual Existence.
 Capacity to sue and to be sued in its own Name.
 LLP is only for business-with-profit objectives.

Income Tax Act, 1961:-
 As per section 2(23) of IT Act 1961, definition of “firm” include firm
registered under Indian Partnership Act, 1932 or a firm registered under LLP
Act.
UP VAT Act, 2008:-
 As per section 2(h) of the UPVAT Act, 2008, definition of “dealer” include
a “body Corporate”, thus as per section 3 of LLP Act 2008 an LLP is a Body
Corporate.
Central Sales Tax Act, 1956:-
 As per section 2(b) of the said Act, definition of “dealer” include a “body
Corporate”, thus as per section 3 of LLP Act 2008 an LLP is a Body
Corporate.
 Service Tax - Finance Act 1994 :-
 As per section 65B(37) of the Service Tax - Finance Act 1994 the definition
of Person include LLP

 Comparison of LLP with Company !!!
 Comparison of LLP with Partnership Firm: !!!
 Impact of Conversion of Existing Company to LLP !!!
 Impact of Conversion of Existing Partnership Firm to LLP !!!
Presentation on these topic shall be provided if required by the
Management.

 This presentation has been prepared by our firm to provide a gist of the
applicable Law of Limited Liability Partnership Act, 2008.
 For detailed insight and for better understanding of the various provision
of the said law, our team shall be available to provide our professional
consultancy in this respect, if required by your office.
 Neither our firm nor any partner or employee or article of our firm shall
responsible for any decision taken on the basis of the said presentation and
without obtaining our professional guidance or consultation on the matter
for which reliance was made on this presentation.”

CS Manish Mishra
Asso. Director
Corporate Law Vertical
corporatelaws@asija.in
Partner In Charge- CAAshish Kapoor
(ashish.kapoor@asija.in)
Thank You….M/s Asija & Associates LLP, Chartered Accountants

What is llp

Recomendados

Recomendados

Mais conteúdo relacionado

Mais procurados

Mais procurados (20)

Semelhante a What is llp

Semelhante a What is llp (20)

Mais de Team Asija

Mais de Team Asija (20)

Último

Último (16)

What is llp