Company Registration | Limited Liability Partnership (LLP)

  A Limited Liability Partnership is an entity that is established under the Limited Liability Partnership Act, 2008 and basically is combination of a Partnership and Private Limited Company. In other words, the benefits of each structure was combined to give the business owners the flexibility and manage the risks in a better way.  

Minimum Requirements

1. No Minimum  Capital requirement
2. 2 Partners and 2  Designated Partners
3. Partners can be individual  or Company
4. Designated Partners - Only Individual
5. LLP Agreement - To be  drafted and printed on stamp paper and filed with MCA
6. Audit - No audit required  up to a certain threshold
7. Digital Signature is  mandatory

1. LLP Agreement (Stamped with requisite duty based on the State in which LLP is registered) 

2.  Subscription Sheet, Consent Letter, Electricity Bill, NOC from Owner

3.  Details of Companies in which Designated Partner is Director or Partner 

1. What is Digital Signature (DSC)?

It’s a device (in the form of a PEN Drive) used for signing e-forms, documents in online medium and it is PAN based with a password. The device has to be plugged into the system and needs Java to be recognised during the process of signing. 

2. For the registered office do I have to have Commercial place?

No, own or rented residential place is also acceptable. The office address can be changed at anytime whether within the City or within the state or outside the state.

Note: If rented residential place or Commercial place or building, No Objection Certificate needs to be obtained from the owner of the premises along with rental agreement. 

3. What is DIN or DPIN?

DIN is the abbreviated form of Director Identification number issued by the Ministry of Corporate Affairs and 

the name that is accepted in the DIN, is as per PAN card issued by Income Tax Department. The number is valid for life unless voluntarily surrendered. In case of LLP, it is called as DPIN, which a designated partner must possess.

4. What is LLP agreement?

It’s like a partnership agreement, with mandatory clauses to mentioned by the LLP act. 2008. It basically talks about the rights, inclusion of a partner, expulsion of partner, the agreed terms of the partnership.

5. Do I have physically submit the documents at the Ministry of Corporate Affairs or Jurisdictional Registrar of Companies for incorporating a Limited Liability Partnership?

The entire process of incorporating an entity Limited Liability Partnership (LLP) is online. Only physical documents have to be given for stamping and notarising the documents that have to be uploaded with the Spice- FiLLiP or FORM 3.

6. Can Foreign Nationals and NRI be part of an LLP?

Yes, they can be part of Limited Liability partnership, provided one of the designated partners be Indian National

7. Can body corporates be partners in an LLP in India?

Yes, body corporates can be partners in an LLP and can nominate an individual to be a designated partner. 

8. Can an LLP in India receive Foreign Direct Investment?

Any person who is resides outside India (except a person residing in Pakistan or Bangladesh) or entity incorporated outside India (except Foreign Portfolio Investor or Foreign Institutional Investor or Foreign Venture Capital Investor) can contribute foreign capital by the following ways:

1. Capital Contribution

2. Acquisition or transfer of profit shares in the Capital structure of LLP.

Conditions:

1. FDI permitted in automatic route – for sectors under 100% FDI is allowed

2. Indian Company or LLP already having foreign investment – permitted to receive downstream investment in sectors 100% FDI and no FDI linked performance conditions. 

3. FDI in LLP is governed by the Limited Liability Partnership Act, 2008.

4. Conversion of Company who has FDI Investment can be converted into an LLP, provided it operates in the sector where 100% FDI is permissible and no FDI linked performance conditions are existing.

 For more, information visit the RBI Link: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=10876&Mode=0

9. Whether a reporting has to be done, when an appointment, cessation, change in name or address Designated Partner?

Yes, any change has to be reported in Form 4 LLP forms.

10.  How to do a change of registered office in case of an LLP?

Form-15 has to be filed within a period of 30 days from the date of resolution.

11. Subsequent to Incorporation, if there is any change in the particulars of Director, how to change it? 

DIR-6 has to be filed to intimate the change in particulars of Directors. 

12. Is CS or CA required for LLP?

The professionals are required to certify the web forms while filing for LLP registration India or Bangalore.

13. Is Audit required for the books of the  LLP ?

Yes, it is required only when the turnover crosses 40 lacs. 

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