What is Limited Liability Partnership?
The Limited Liability Partnership (LLP) is an upgraded version of the General Partnership. The LLPs are governed by the Limited Liability Partnership Act 2008. The LLP Act 2008 was published in the official Gazette of India on 7th January 2009 and was notified with effect from 31st March 2009.
As the name suggests, an LLP is a partnership firm in which some or all partners have limited liabilities. LLP registration has become quite easy and its compliances are also less as compared to the private limited company.
LLP is becoming the most preferred form of business among several entrepreneurs. The reason why it is preferred over others is that it consists of benefits of both the partnership firm and company.
Every company registered as an LLP is required to add “LLP” at the end of the company name.
Benefits of obtaining Limited Liability Partnership Registration in India
It’s quite evident from the name itself that LLP provides the benefit of limited liability to its members. Apart from this, there are several other benefits of Limited Liability Partnership Registration which are as follows:
The term “limited liability” means that the liability of every member of an LLP is limited. In turn, this implies that if the company incur any losses, then the personal assets of the company’s partners won’t be confiscated. Further, they won’t need to pay for those losses.
Moreover, limited liability also indicates that the partner is utterly resistant to the outcomes arising as a result of any wrong decision of other partners.
Separate Legal Entity
A limited liability partnership is a separate legal entity from its members. It means the introduction of a new partner or exit of an existing one won’t dissolve its existence. Besides, the assets of the firms aren’t owned by the partners.
Easy transfer of ownership
In an LLP, it’s pretty easy to transfer the ownership of the company to others. Unlike the traditional partnership firm where addition of a new partners affects its existence, in an LLP things are purely opposite.
No minimum capital requirement
For starting an LLP, you don’t need to keep up with any minimum capital requirement. You can start an LLP with zero rupees in your pocket.
No audit requirement
Again, there’s no audit requirement in the case of an LLP. The need for audit arises in the two conditions:
1. When the annual turnover of the business surpasses the limit of Rs. 40 lakhs, or
2. In the case, when the capital contribution goes above Rs. 25 lakhs.
An LLP isn’t accountable for paying the tax on the share of its partners or on the income. Therefore, as under Section 40(b), no DDT i.e., dividend distribution tax is payable. Commission or remuneration, bonus, any payment of salary, interest to partners are allowed as deduction. However, under the Income Tax Law, provision of dividend isn’t applicable to Limited Liability Partnership.
What are the minimum requirements for registering an LLP firm?
For every applicant who is willing to start an LLP should fulfil the minimum requirements of LLP registration as follows:
- A minimum of two designated partners;
- One of the partners must be an Indian resident;
- All the designated partners must have DPIN (Designated Partners Identification Number);
- Every designated partner is required to hold DSC (Digital Signature Certificate);
- The applicant must have the address proof of the registered office which can be either a residential or commercial place.
Documents required for Limited Liability Partnership Registration in India
For obtaining LLP registration in India, you are required to present the following documents:
From all the Designated Partners
- A copy of PAN card of all the designated partners;
- A copy of an Aadhaar card of all the partners;
- Address proof such as latest mobile or telephone bill, bank statement, etc.;
- Identity proof of all the partners such as Passport or Driving licence or Voter’s ID card at the time of incorporation;
- Passport-sized photograph of every director and shareholder;
- In the case, any of the partner is an NRI or foreign national, then he/ she should present the apostilled or notarized passport.
For the proposed registered office (Residential or Commercial)
- Latest address proof of the registered office such as the electricity bill or water bill or landline bill or property tax receipt;
- In the case, your office is on a rented premise, NOC (No-Objection Certificate) from the owner is mandatory;
- A copy of Notarized Rental Agreement, in case the property is rented.
Procedure for LLP Registration in India
If you’re willing to establish an LLP in India, then you are first required to obtain LLP registration. For LLP registration, you need to follow the steps as described:
Step 1: Obtain the Digital Signature Certificate (DSC)
The very first step to LLP registration is to acquire DSC for all the Proposed Designated Partners. The applicants can use the same DSC to file ROC compliance forms, LLP registration, and tax returns.
Step 2: Apply for DPIN
Like DIN is required for company registration as private or public limited, in an LLP every designated partner is supposed to obtain DPIN (Designated Partner Identification Number).
Step 3: Company Name Approval
Once you have obtained DSC and DPIN, the second step is to file for company’s name approval. One can file for name approval through LLP RUN to ROC (Registrar of Companies). The RUN facility is present on the MCA’s (Ministry of Corporate Affairs) website.
Note: A maximum of two names can be proposed through RUN.
Step 4: Filing of Incorporation application in e-form FiLLiP
Once the ROC approves the company name, you need to file an incorporation application in e-form FiLLiP. The incorporation form includes the details of the proposed designated partners and requires all the essential documents as attachments.
The form is filed with the ROC of the concerned state or area where the registered LLP office is situated.
Step 5: File LLP Agreement
The LLP agreement is a contract amongst the partners which displays the mutual rights and duties of the partners. One can file the LLP agreement online in Form 3 on the MCA portal with 30 days from the date of incorporation. Further, it must be duly signed on a stamp of Rs. 10/-. However, the value of stamp paper differs from state to state.
What are the services we offers for LLP Annual Compliances?
Our comprehensive range of end-to-end solutions includes the following:
- End to end services for LLP compliances
- We have expertise in preparing the customized LLP annual compliance calendar along with regular reminder system and keep a close track of your Legal LLP compliance.
- Updates on developments on changes pursuant to the LLP Registration Act 2008, which is of the utmost importance.
- Free consultation on the Business establishment
- Assistance onthe Company related compliance, GST fillings, MSME compliance, Shops and Establishment Act compliance, financial services related compliance, Start-up applicable compliance, Legal agreement formats, CA/ CS services, and certifications and much more.
For availing any of the above-stated services, kindly establish contact by posting a query at our site.
Who is Responsible for LLP Compliances?
The designated partners are held liable for the all the LLP compliances and such related matters, acts, pursuant to the applicable provision of the LLP Act 2008.
However the founder's liability after LLP registration is protected as the personal liability of a partner which may arise due to the errors or omissions, or any other liability may arise in business is separate from an LLP.
The LLP registration Government Fees
The LLP registration fees depend on the total contribution of the LLP. Have a look:
- For cases where the capital contribution is less than Rs. 1 lac, the LLP registration fees are Rs. 500/-.
- For cases where the capital contribution is betweenRs. 1 lakh and 5 lakh (1, 00,000-5, 00,000), the LLP registration fees are Rs. 2,000/-.
- For cases where the capital contribution is betweenRs. 5 lakh and 10 lakh (5, 00,000-10, 00,000), the LLP registration fees is Rs. 4,000/-.
- For cases where the capital contribution is Rs. 10 lakh and above (10, 00,000<), the LLP registration fees are Rs. 5,000/-.
The fees payable for registration of the LLP agreement:
- The Schedule I of the LLP Act provides for mutual rights and liabilities that will be applicable to all the LLPs in the absence of an agreement.
- If one has to exclude some or all of the provisions mentioned in Schedule I of the act, then it is absolutely necessary for the Designated Partners of that LLP to get the agreement registered with the ROC.
- They will need to specifically exclude those provisions that they do not want applying to their LLP.
The stamp duty fees payable for the LLP agreement registration:
It depends on the amount of capital contributed by the partners:
- For cases where the capital contribution is less than Rs. 1 lac, the LLP registration fees are Rupees 50/-.
- For cases where the capital contribution is between Rs. 1 lakh and 5 lakh (1, 00,000-5, 00,000), the LLP registration fees are Rupees 100/-.
- For cases where the capital contribution is between Rs. 5 lakh and 10 lakh (5, 00,000-10, 00,000), the LLP registration fees is Rupees 150/-.
- For cases where the capital contribution is Rs. 10 lakh and above (10, 00,000<), the LLP registration fees are Rupees 200/-.
The Penalty in non-adherence to LLP Compliances
Penalty Imposed on LLP for non-filing of Form 8 and 11 as part of LLP compliance:
Penalty on LLP: Per day Rs 100 till the form is filled. Say for 5 days delay Rs 500/- is to be paid on each form, Form 8 individually and Form 11 separately.
Penalty on Designated Partner: The penalty may extend from Rs. 10,000 to Rs. 100,000, and even the ROC can issue Notice to LLP and initiate legal proceedings against such LLP.
The Penalty for non-filling of LLP Agreement
In the case, one fails to file the LLP Agreement within 30 days of the formation of the LLP, heavy penalty is levied i.e. Rs.100 per day of default with no ceiling on the maximum fine. So better take care of the legal provision and ensure that the LLP agreement is properly executed and filed within the due date. LLP agreement is quite an important part of LLP compliance.
Frequently Asked Questions on LLP Compliance
It is not mandatory to appoint a company secretary in LLP for LLP compliances, as such no such provisions' of the LLP act 2008 talks about it.
The registrar has absolute power with respect to demanding of any information, which he may deem fit is necessary to carry out his duty pursuant to the provisions of the LLP Act 2008 and related to annual compliance of LLP. The registrar is having the power to summon the designated partner or such related another concerned person. One must also maintain certain documents pertaining to the incorporation. One must maintain all the incorporation related documents so that it can be readily made available for the purpose of inspection of records by the inspections authorities. The registrar can summon you for every noncompliance of LLP.
A limited liability partnership to enter/ update the details of all partners can do so through a screen for 'Enter/ Update partners' detail for filing LLP agreement'. It is available to the designated partners (as a business partner) after login to the MCA portal.
Well absolutely not. You are not required to file a form 15 at both the ROC of LLP. The file at the one ROC and the registrar shall process the form and forward the same to the new Registrar for registration.
Keep in mind eForm 15 shall not be allowed in case there is any other eForm(s) pending. Upon approval, Certificate for change of registered address from the Registrar office shall be provided.
We provide complete assistance with the simple and easy style of working, we have built a very professional team of legal experts all across the globe.LLP annual compliance is our core area of expertise. To contact call us, put query or mail us at [email protected]