Business law project on limited liability partnership

1. Limited Liability
Partnership Act, 2008

2. 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. Foreign LLP
Compliances
Conversion
Compromise
&
Arrangement
Formation
Partners &
Designated
Partners
LLP
Dissolution
&
Winding up

4. Partners & Designated Partners (Sec. 7)
Individual
or/and
body
corporate
Individual
or/and
body
corporate
LLP
 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.

5. Contribution
• Each partner shall bring contribution in LLP
and nature & amount shall be disclosed in the
Accounts of LLP.
• Contribution can be in tangible, movable,
immovable or intangibleForm
Role/ Rights
of Partner
• Right to participate in Management
• Ethical duty to comply with all provisions of
LLP Act and LLP Agreement
Liability of
Partners
• Limited to the Extent of their Contribution
• Not Liable for the wrongful Acts /Omissions of
other Partners
• Not Liable for Obligation of LLP arising out of
a contract.
• Unlimited Liability of Partners in case of Fraud

6. Incorporation
of
LLP
(Sec. 11 to 21)

7. Step 1 - Deciding the
Partners & Designated
partners
• At least 2 Partners Individuals or Body
Corporate
• Minimum two
Designated Partners
out of total no. of
Partners –Individuals
or Nominee of Body
Corporate.
• At least One
Designated Partner to
be Resident of India.
Step 2 - Obtaining
DPIN (Form-7) &
Digital Signature
• DPIN – Designated
Partner Identification
Number ( 8 Digit
Number)
• Online application in
Form 7 to Central
Government with
Identity and Address
Proof of applicant
Step 3 - Reservation of
name Availability for
LLP (Form-1)
• Last word -‘LLP’ or
‘Limited Liability
partnership’
• Not to be identical or
nearly resemble to any
other partnership firm,
LLP, Body Corporate
and trade mark. (Sec-15)
• E-Form 1 to be filed
with ROC.

8. Step 4 -Filing of Incorporation Document (Form-2)
 E Form 2 – Incorporation Document along with Subscription Sheet and
proof of address of registered office of LLP.
Total Incorporation Fees
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)
Form 3 (LLP Agreement Reg.)
50
Form 3 (LLP Agreement Reg.)
200
Form 4 (Partners Consent)
50
Form 4 (Partners Consent)
200
Incorporation Fee
800
Incorporation Fee
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/-
5000
5600

9. Step 5 - Registration of LLP
Agreement
Step 6 - Certificate of
Incorporation
• Mandatory execution of LLP
Agreement (Sec-23)
• On Successful Compliances
– Registrar Issues Certificate
of Incorporation.
• In absence of Agreement as
to any matter, Schedule 1
will be applicable.
• Filing of details of LLP
Agreement through e Form 3
– within 30 days of
Incorporation.
• Stamp duty on LLP
agreement to be paid as per
State Stamp Act.
• Conclusive Evidence of
Registration of Limited
Liability Partnership

10. Disclosures, Audit & Filing Requirements
(Sec. 34 and 35)
Accounts of LLP Shall be prepared within 6 months from the end of the
Financial Year.
Books of accounts - Cash or Accrual basis.
Statement of accounts and solvency - filed by every LLP in e-form 8 within 30
days 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 the
Registrar within 60 days of closure of financial year (30th May).

Default: Any LLP which fails to maintain books of accounts and get them
audited and file with Registrar
Fine - Rs. 25,000 to Rs. 5,00,000

11. Event Based Compliances of LLP
Compliance
Section
e-form
Filing of Consent of
Designated Partners
7(3)
Form 4
Filing of Change in Partners
25(2)
LLP Agreement & Changes
therein
Shifting of Registered Office
23(2)
Form 3 &
Form 4
Form 3
13(3)
Form 15
With in 30 days of incorporation or
Changes in LLP Agreement
Within 30 days of Compliance
19
Form 5
Within 30 days of Compliance
Change of Name
Time Limit
Within 30 days of incorporation or
subsequent appointments
Within 30 days of Change
• Additional Fees for delay filing of Form - Rs. 100 per day up to 300 days.
• Delay Filing of the Form beyond 300 days will attract additional fees and
action against LLP and Designated Partners under the Act.

12. Regular Compliances of LLP
Maintenance of proper Books of Accounts on cash basis or on accrual
basis 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.
 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

13. 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 for
carrying on their business.
Filing of Form-27
within 30 days
from
establishment of
place of
business in India
Permission/appro
val of Reserve
Bank of India
(RBI) required
for establishment
of place of
business in India.
Filing fees
for Form-27
- Rs.5000/-
Compliance
of special
Act, If the
business is
regulated by
special Act

14. Reservation/Renewal of Name by
Foreign LLP/Foreign Company
Foreign LLP/Foreign Company can
reserve its existing name by which it is
registered in the Foreign Country.
Form-25 is to be filed with the fees of
Rs.10,000/-
Reservation of name valid for 3 years.
Renewal of name is possible by filing
fresh From-25 on payment of fees
Rs.5,000/-.

15. Conversion of LLP
Partnership
Firm
Private
Company
Unlisted Public
Company

16. 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. 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 no
one 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 the
date 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 Registrar
of Companies in Form 14 .

18. Compromise, Arrangement and
Reconstruction of LLP (Sec. 60)

Between LLP and it’s creditors or between LLP and it’s
partners

3/4th 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 be
levied on the LLP

19. 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 it’s 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. 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 Partnership
Act, 1932 are not applicable to LLPs. [Section 4]

21. 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. 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/

23. Thank You