Allied Laws

Limited Liability Partnership

Introduction

Limited Liability Partnership (LLP) is an alternative form of business organisation. It not only provides the benefits of limited liability but also allows its members the flexibility of organising their internal affairs as a partnership based on a mutually arrived agreement. Liability of the partners is not as limited as that of shareholder in a company. Further there could be unlimited liability on partners, in case that of certain other laws. In an increasingly litigious market environment, a need for a new corporate form providing an alternative to the traditional partnership, with unlimited personal liability on the one hand, and, the statute-based governance structure of the limited liability company on the other, was felt, in order to enable professional expertise and entrepreneurial initiative to combine, organise and operate in flexible, innovative and efficient manner. The Limited Liability Partnership Act, 2008 (the LLP Act), except for certain sections, became operative from 31st March, 2009. The Rules made under the LLP Act have been notified on 1st April, 2009. First LLP was registered on
2-4-2009. Sections 55 to 58 pertaining to conversion of a firm or a company to LLP and Rules pertaining to such conversion became operative from 31st May, 2009. Section 51 and sections 63 to 65 pertaining to winding up of an LLP have become operative from 10th July, 2012.

Salient Features vis-à-vis Partnership, Companies & LLP

Sr. No .

Particulars

Partnership

Company

LLP

1.

Governing Law

Limited Partnership Are governed by ‘The Partnership Act, 1932 and various rules made thereunder.

Companies are governed by ‘The Companies Act, 2013’.

Limited Liability Partnerships are governed by The Limited Liability Partnership Act, 2008 and various rules made thereunder

2.

Registration

Registration is optional

Registration with ROC is required

Registration with ROC is required.

3.

Creation

It is created by contract

It is created by Law

It is created by law

4.

Distinct Entity

It is not a separate legal entity

It is a separate legal entity under The Companies Act, 2013

It is a separate legal entity under the LLP Act, 2008.

5.

Choice of Name

Any name as per choice

Name to contain ‘Limited’ in case of Public company or ‘Private Limited’ in case of Private Company as suffix & is subject to availability

Name to contain ‘Limited Liability Partnership’ or ‘LLP’ as suffix & is subject to availability

6.

Cost of Formation

Nominal cost of creating a partnership firm

Minimum fee for incorporation of Private Company is ₹ 6,000/- approx. and for incorporation of Public Company, the minimum fee is ₹ 21,000/- approx.

The cost of formation of LLP is comparatively lesser than the cost of formation of Company. Its statutory fees range from ₹ 500/- to ₹ 5,000/-

7.

Perpetual Succession

It does not have perpetual succession as this depends upon the will of partners

It has perpetual succession and the members may come and go.

It has perpetual succession and partners may come and go

8.

Charter Document

Partnership Deed is a charter of the firm which denotes its scope of operation and rights and duties of the partners

Memorandum and Articles of Association is the charter of the company which defines its scope of operation

LLP Agreement is a charter of the LLP which denotes its scope of operations and rights and duties of the partners vis-à vis LLP

9.

Common Seal

There is no concept of common seal in partnership

It denotes the signature of the company and every company shall have its own common seal

It denotes the signature and LLP may have its own common seal (Optional), dependent upon the Terms of the Agreement

10.

Formalities of Incorporation

In case of registration, Deed along with form/affidavit required to be filed with ROF along with requisite filing fees

Various e-forms along the Memorandum & Articles of Association are to be filed with The Registrar of Companies with prescribed fees

Various e-forms are to be filed with The Registrar of Companies with prescribed fees

11.

Time required for formation

It will take nominal time.

It will take 8-10 days (approx.) to incorporate (inclusive of time taken to obtain DIN)

It will take 8-10 days (approx.) to incorporate (inclusive of time taken to obtain DPIN)

12.

Legal proceedings

Only registered partnership can sue third party

A company is a legal entity which can sue and be sued

An LLP is a legal entity which can sue and be sued

13.

Foreign participation

Foreign nationals cannot be a partner in a partnership firm.

Foreign nationals/ foreign Companies can be a member in a company

Foreign Nationals/ Foreign Companies can be a Partner in an LLP.

14.

HUF/Karta

Karta of HUF can be partner

Karta of HUF can be director in a company

HUF or its Karta cannot be designated partner

15.

Number of members

Minimum 2 and Maximum 10/20

2 to 200 members in case of private company and minimum 7 members in case of public company

Minimum 2 partners and there is no limit for maximum number of partners

16.

Ownership of assets

Partners have joint ownership of all the assets belonging to partnership firm

Company & not its members has ownership of assets

The LLP independent of its members has ownership of assets

17.

Rights/Duties/obligation of the partners/managing partners/Directors

Rights/duties/obligation of the partners are governed by partnership deed.

Rights/duties/obligation of the directors are governed by AOA and resolutions passed by shareholders or directors

Rights/duties/obligations of the partners are governed by LLP Agreement.

18.

Liability of partners/ members

Unlimited. Partners are severally and jointly liable for actions of other partners and the firm and liability extend to their personal assets

Generally limited to the amount required to be paid up on each share

Limited, to the extent their contribution towards LLP, except in case of intentional fraud or wrongful act of omission or commission by the partner.

19.

Tax liability

Income of the Partnership is taxed at a flat rate of 30% plus education cess

Income of company is taxed at a flat rate of 30% plus surcharge & education cess

Income of LLP is taxed at a flat rate of 30% plus 4% cess plus surcharge as applicable.

20.

Principal/agent relationship

Partners are agents of the firm and other partners

The Board is the agent of the shareholders

Partners act as agents of the LLP and not of the other partners

21.

Transfer of share

Not transferable.

Ownership is easily transferable by way of transfer of shares.

Regulations relating to transfer are governed by the LLP Agreement.

22.

Dissolution

By agreement, mutual consent, insolvency, certain contingencies, and by court order.

Voluntary or by order of National Company Law Tribunal

Voluntary or by order of National Company Law Tribunal.

23.

Admission as partner/member

A person can be admitted as a partner as per the partnership Agreement

A person can become member by buying shares of a company.

A person can be admitted as a partner as per the LLP Agreement

24.

Cessation as partner/member

A person can cease to be a partner by resignation or due to death or as per the agreement

A member/shareholder can cease to be a member by selling his shares.

A person can cease to be a partner as per the LLP Agreement or in absence of the same by giving 30 days prior notice to the LLP

25.

Statutory meetings

There is no provision with regard to holding of any meeting.

Board meetings and general Meetings are required to be conducted at appropriate time.

There is no provision with regard to holding of any meeting.

26.

Annual filing

No return is required to be filed with Registrar of Firms

Annual Financial Statement and Annual Return is required to be filed with the ROC every year.

Annual statement of account and Solvency (e-Form 8) & Annual Return (e-Form 11) is required to be filed with ROC every year.

27.

Audit of accounts

Partnership firms are only required to have tax audit of their accounts as per the provisions of the Income Tax Act.

Companies are required to get their accounts audited annually as per the provisions of The Companies Act, 2013

All LLPs except for those having turnover less than ₹ 40 lakh or contribution Less than ₹ 25 lakh in any financial year are required to get their accounts audited annually as per the provisions of The LLP Act

28.

Whistle blowing

No such provision is provided under The Partnership Act, 1932

Sec. 177 of The Companies Act, 2013 - certain companies have to provide a mechanism

Provision has been made to provide protection to employees & partners providing useful information during an investigation or convicting any partner or firm.

Steps required to Register LLP

(All the LLP Forms are e-Forms which require digital signatures)

Step 1 – Digital Signature Certificate

  • Partner/Designated partner of LLP/proposed LLP, whose signatures are to be affixed on the e-Forms, has to obtain Digital Signature Certificate (DSC) from any authorized certifying agency.

Step 2 – Obtain Designated Partner’s Identification Number (DPIN)

  • Every LLP must have minimum 2 DPs having DPIN.
  • As per rule 2(1)(v) DIN/DPIN means Identification Number allotted by Central Govt. to an individual or a nominee of a body corporate who intends to be appointed DP of LLP.
  • Any individual intending to become DP in an existing LLP should file online application for DIN (Rule 10) in Form DIR3.
  • Applicant should attach self attested copies of identity (Pan mandatory in case of Indian Nationals) and address proofs. In case of foreign national, a copy of Passport duly attested/notarized by Consulate of Indian Embassy in the country of resident of the foreign National should be enclosed.
  • DIN/DPIN is valid for life time.
  • As per Rule 10(8) every DP should intimate his consent to become DP to the LLP in Form 9 (within 30 days of admission) and the LLP shall intimate the same to the Registrar in Form 4 (within 30 days of admission) electronically.
  • In case of newly formed LLP DIN is obtained at the time of registration of LLP in Form FiLLiP.

Step 3 – Reservation of Name (RUN-LLP) (Rule 18(5)

  • RUN-LLP web service should be used for reservation of name. Partners shall have to select name of the proposed LLP (up to 2 choices can be indicated).
  • Any registered user may submit RUN-LLP stating the names and objects of the LLP along with relevant documents through the web service
  • Approval of name for Indian LLP is valid for 3 months (fees ₹200/-).
  • Foreign LLP shall apply in Form 25 for reservation of name. Approval of name for foreign LLP is valid for 3 years (fees ₹10,000/-) (Form 25 + Rule 18(3))
  • An existing entity can object allotment of name (Form 23).

Step 4 – FiLLiP Incorporation: Document + Statements

  • After the name is reserved by the Central Registration Centre, FiLLiP shall be filled up and filed electronically.
  • Part A of Form FiLLiP contains following particulars:
    • Name of LLP
    • Registered office address
    • Details of Partners
    • Value and mode of contribution
    • Proposed business, etc.
  • Part B of Form FiLLiP contains a statement to be signed by a DP and a professional engaged by LLP.
  • A statement in Part B of Form FiLLiP is to be digitally signed by a person named in the incorporation document as a designated partner having DIN.
  • Also a statement to be digitally signed by an advocate/ company secretary/chartered accountant/cost accountant in practice who is engaged in the formation of LLP.
  • After Submission if the Registrar finds the document incomplete he shall give one more opportunity for resubmission within 15 days.
  • The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16

Step 5 – Execute LLP Agreement + Stamp

  • File Form 3 which is summary of LLP Agreement. As per Rule 21 Form 3 should be filed along with the prescribed fee within 30 days of the date of Incorporation. (Rule 21).

LLP Agreement & Main Features

  • It is a written agreement between the partners of the limited liability partnership and between the Limited Liability Partnership which determines the mutual rights and duties of the partners and their rights and duties in relation to that Limited Liability Partnership.
  • It is not necessary to enter into an LLP agreement as per LLP Act, 2008. In the absence of LLP agreement, the mutual rights of partners & in relation to LLP will be determined as per Schedule I of The LLP Act, 2008.
  • Due to varied nature of different type of businesses, it may not be practically advisable to have those standard clauses as mentioned in Schedule 1. Therefore, it is advisable to have a legally drafted agreement LLP AGREEMENT.
  • Main features of the Agreement
    1. Parties (individuals or body corporate Section- 5 LLP)
    2. Objective
    3. Definition and interpretation clause
    4. Commencement of business of LLP
    5. Duration of LLP
    6. Designated Partners (LLP Act) and Working partners (IT Act).
    7. Role of Partners in Management (Otherwise, any partner can take part in Management)
    8. Contribution of Partners (in cash or in kind).
    9. Partners’ powers, duties and authorities.
    10. Define share in the capital, profit and Losses (otherwise equally as per Schedule 1)
    11. Specify remuneration to working partners (otherwise, no remuneration) [(see Income-tax Act - Section. 40(b)]
    12. Define interest to partners [Sec. 40(b) of I.T. Act allows interest up to 12% only]
    13. Power to expel (otherwise nobody can be expelled as per Schedule)

Statements of Accounts and Solvency & Audit (Sec. 34)

  1. LLP is required to maintain books of account for each year as prescribed by Rule 24. (Sec.34).
  2. Books of accounts to be maintained for 8 years from the date on which they are made.
  3. Accounts on cash basis or on accrual basis under double entry system of accounting.
  4. Every designated partner shall have deemed to approve the accounts unless one take all reasonable steps to prevent their being approved & signed.
  5. Within a period of six months from the end of the year, LLP to prepare a Statement of Accounts and Solvency in Form No.8 as prescribed by Rule 24. It is to be signed by the Designated Partner.
  6. Before 30th October in each year, the Statement of Account and Solvency for the year ended on 31st March is required to be filed with the Registrar (Rule 24) (Section – 35) Annual Return – Every LLP to file Annual Return within 60 days of closure of financial year. In case of failure DP to be fined (₹10,000/- to ₹100,000/-) additional fee of ₹ 100/- per day.
  7. Accounts shall be audited by auditors appointed by the LLP, in accordance with Rule 24. Audit compulsory under LLP Act if :
    1. Turnover exceeds ₹40 lakh.
    2. Contribution by partners exceed ₹25 lakh.
  8. Auditor shall be appointed before the end of Financial Year for first year. Subsequent auditor to be appointed before 30 days of end of Financial Year.
  9. Auditor can resign by giving a notice 14 days prior to the last date for the appointment of auditor along with statement of circumstances connected (Otherwise not effective)
  10. Auditor’s term comes to end on deposit of notice or date mentioned.
  11. Annual return needs to be certified by CS if Turnover exceeds ₹5 crore or contribution exceeds ₹50 lakhs

Conversion to LLP (Sections 55 to 57)

Conversion from firm/company into limited liability partnership. (Section 55 + Schedule – II).

  1. Eligibility – A firm can be converted only if all the partners agree to become partners of LLP.
  2. A private company can be converted into LLP only if:
    • All shareholders agree to become partners of LLP and
    • There is no security interest subsisting like mortgage

      (Sec. 56 Schedule – III)

  3. Conversion from unlisted public company into LLP. (Section 57 + Schedule – IV)
  4. Registrar to issue a certificate in Form No. 19.
  5. On registration of LLP erstwhile firm or company will be deemed to be dissolved.

Conversion from Firm to LLP: (as per Second Schedule)

  1. On incorporation of LLP all the rights and liabilities under various agreements executed by the firm shall stand assigned to LLP as if those agreements were executed by LLP instead of the firm.
  2. All the properties of previous firm would vest in LLP without any assurance.
  3. If any property of the partnership firm is registered with any authority, LLP must notify the authorities like SSI etc., about the conversion and submit the particulars in such form as the authority may specify.
  4. For a period of 12 months LLP will have to mention its previous name and registration number and business Form.
    • If the Registrar refuses registration, the Applicant may apply to the Tribunal within 60 days from such intimation of refusal [Rule 32(2)].
    • Rule 33 provides that upon such conversion the necessary intimation to the Registrar of Firms or Registrar of Companies, as the case may be shall be given in Form No. 14.

Striking off LLP Name (Section – 75 Read with Rule – 37)

  • Section – 75 empowers Registrar to strike off the name of LLP on
    • 3 Suo motu basis
    • 3 Application by LLP
  • Suo motu action of Registrar: - LLP shall be defunct for at least two years.
  • Application by LLP (in Form – 24): - LLP shall be defunct for at least one year.
  • File overdue returns in Forms 8 and 11 up to the year in which the LLP ceased to carry on its business or commercial operations before filing Form 24.
  • Enclose the following along with Form 24.
    1. A statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24.
    2. An affidavit signed by the designated partners, either jointly or severally, to the effect,-
      1. That the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);
      2. That the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
      3. That the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure of Bank Account;
      4. That the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable
    3. A copy of the acknowledgement of the latest Income-tax return filed under the Income-tax Act, 1961 (43 of 1961)
    4. Copy of the initial LLP agreement, if entered into and not filed, along with changes thereof in cases where the LLP has not commenced business or commercial operations since its incorporation.
    5. Copy of consent of all partners and secured creditors.
    6. Copy of authority to make the application duly signed by all partners.
  • NOC from concerned Govt. authority if regulated by them.
  • Suo motu notice of ROL/application of LLP be placed on Ministry website for a period of one month before publication of notice in Official Gazette.
  • LLP shall be dissolved w.e.f. publication of notice in Official Gazette.

LLP & TAXATION

  1. Worldwide LLP taxation practice.
    1. Tax Transparent (pass through). In U.K. & Singapore, Tax is not payable by LLP.
    2. Tax opaque juridical entity. In Belgium and Australia, LLP is taxable entity.
    3. Flexible – In USA – Left to the decision of the partners.
  2. Section - 2(23) of Income-tax Act amended to treat LLP as a Partnership Firm.
  3. In India LLP is tax opaque juridical entity – Tax payable by LLP.
  4. LLP registered in India will be a resident even if only a part of control and management of its affairs /is in India.
  5. LLP is liable to pay surcharge if the total Income exceeds ₹ One Crore.
  6. LLP must pay Alternate Minimum Tax (AMT) @ 18.5%; effective rate 19.055%.
  7. No DDT (Dividend Distribution Tax – Section.115-O). Amount distributed by the company as dividend is liable for additional income tax @15%.
  8. Profits distributed by LLP is exempt in the hands of the partners Section 10(2A) of the Income-tax Act.
  9. Profit earned by the Assignee of economic Interest (as per Section – 42 of LLP Act) is taxable in his hands.
  10. Deemed dividend provisions do not apply to LLP – If a private limited company gives any loan to any shareholder holding not less than 10% of share then that loan is taxed as dividend received from the company. [Section-2(22)(e) of Income Tax Act].
  11. Corporate law provisions for inter-corporate deposits will not apply. (Sec. 58-A/73 of New Companies Act. LLP is free to receive deposits from other LLPs whereas a company can invite deposits from public as per rules only).
  12. Interest paid to partners is allowable – deduction provided capped at 12% [Section – 36(1)(iii), Section – 40(b), Section- 184 of the Income-tax Act].

    As per Section 36(1)(iii) the interest paid on the capital borrowed for the purpose of business is allowed as deduction. However, as per Section 40(b)(v) interest paid to partners if not specified in the Partnership Deed is not allowed. Moreover, interest is allowed only to the extent of 12%. As per Section 184, a partnership will be assessed as a firm provided there is an instrument of partnership (Partnership Deed or LLP Agreement) and the shares of partners are specified therein. In case of unwritten partnership the deductions for salary and interest are not allowed. The provisions will equally apply to LLP.

  13. Remuneration to working partners allowed subject to a cap. u/s. 40(b)(v) – if paid in accordance with Deed/ Agreement.
    1. On the first 3 lakhs of book profit or in the case of loss ₹ 1,50,000/- or 90% of book profit.
    2. On the balance profit in excess of 3 lakhs – @ 60% of book profit.
  14. Retiring/deceased partner’s share in loss cannot be carried forward in the hands of LLP Section-78(1) – There is a contrary view also.
  15. Foreign LLPs shall be taxed as companies under the I.T. Act (and not as a firms).

STATUS AFTER 1-4-2011

Transfer of assets on conversion u/ss. 56 & 57 of the LLP Act shall not be regarded as transfer if the following conditions are satisfied

  1. The total sales, turnover or gross receipts in business of the company do not exceed sixty lakh rupees in any of the three previous year preceding previous year in which conversion takes place;
  2. The erstwhile shareholders of the company shall become partner in LLP and their capital contribution and profit- sharing ratio will be in same proportion as their shareholding in the company;
  3. The shareholders do not receive any consideration or benefit other than share in profit and capital contribution of the LLP;
  4. The aggregate profit sharing ratio of the shareholders in the LLP shall not be less than fifty percent any time during the period of five years from the date of conversion;
  5. All assets and liabilities of the company become the assets and liabilities of the LLP;
  6. The total value of assets appearing in the books of the company does not exceed five crores in any of the three previous year preceding previous year in which conversion takes place; and
  7. No amount is paid, either directly or indirectly, to any partner out of the accumulated profit standing in the account of the company as on the date of conversion for a period of 3 years from the date of conversion. [This condition means that no accumulated profits which are lying in reserve or in the profit and loss (surplus) balance as on date of conversion should be distributed to any partner or transferred to their capital accounts until 3 years from date of conversion.]

Note: – LLP is allowed carry forward and set-off of business loss to the successor LLP which fulfils the above-mentioned conditions for a fresh period of 8 years from the expiry of the year of conversion and unabsorbed depreciation indefinitely. Section 72A(6A)

Miscellaneous

The Government may by notification direct that provisions of The Companies Act, 1956/2013 specified in the notification shall apply to any LLP with or without such exception, modification or adoption as specified in notification. Under the LLP Act and LLP Rules every form, application, document or declaration shall be filed in ‘Portable Document Format’ (PDF) through the portal maintained by the Ministry of Corporate Affairs on its website or through any other website approved by the Central Government. Documents so filed are to be authenticated by valid digital signature. In cases where document is required to be filed on non-judicial stamp paper, the LLP has to submit such document in physical form in addition to submission in the electronic form. The Central Government is to set up and maintain secure electronic registry. It will allow access to the public to inspect documents which are required to be in public domain under the LLP Act on payment of fees.

Alternate Minimum Tax (AMT)

Effective F. Y. 2011-12, i.e., Assessment Year 2012-13, the Finance Act, 2011 has introduced new Chapter XII-BA titled as ‘Special Provisions Relating to Certain Limited Liability Partnership’. It consists of sections 115JC to 115JF. For details p. 3.44.

Rules Governing FDI in LLPs

Reserve Bank of India amended the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 vide notification FEMA.385/2017-RB introduced a scheme FDI-LLP.

  1. FDI is permitted under the automatic route in LLPs operating in sectors / activities where 100% FDI is allowed through the automatic route and there are no FDI linked performance conditions.
  2. An LLP, having foreign investment, will be permitted to make downstream investment in another company or LLP engaged in sectors in which 100% FDI is allowed under the automatic route and there are no FDI linked performance conditions. Onus shall be on the LLP accepting downstream investment to ensure compliance with the above conditions.
  3. FDI in LLP is subject to the compliance of the conditions of Limited Liability Partnership Act, 2008
  4. A company having foreign investment can be converted into an LLP under the automatic route only if it is engaged in a sector where foreign investment up to 100 percent is permitted under automatic route and there are no FDI linked performance conditions
  5. A person resident outside India (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than an entity in Pakistan or Bangladesh), may contribute foreign capital either by way of capital contribution or by way of acquisition / transfer of profit shares in the capital structure of an LLP.
  6. A Foreign Portfolio Investor or Foreign Institutional Investor or Foreign Venture Capital Investor registered in accordance with SEBI guidelines will not be permitted to invest in LLP.
  7. FDI in a LLP either by way of capital contribution or by way of acquisition / transfer of profit shares, would have to be more than or equal to the fair price as worked out with any valuation norm which is internationally accepted / adopted as per market practice and a valuation certificate to that effect shall be issued by the Chartered Accountant or by a practicing Cost Accountant or by an approved valuer from the panel maintained by the Central Government.
  8. In case of transfer of capital contribution / profit share from a resident to a non-resident, the transfer shall be for a consideration equal to or more than the fair price of capital contribution / profit share of an LLP. Further, in case of transfer of capital contribution / profit share from a non-resident to resident, the transfer shall be for a consideration which is less than or equal to the fair price of the capital contribution / profit share of an LLP.
  9. Payment by an investor towards capital contribution in LLPs shall be made by way of inward remittance through banking channels; or by debit to NRE / FCNR(B) account of the person concerned.
  10. External Commercial borrowings are not allowed in case of LLP.

Chart 1
Forms under the Limited Liability Partnership Act, 2008

Form No.

Rule

Section

Particulars

Time Limit

1

18(4), 18(5)

16(1)

Application for reservation or change of name (RUN- LLP)

N.A.

2

11, 13

11(2)

Incorporation document and statement Form FiLLiP also has addendum)

Within 3 months from the approval of name by the ROC

2A

—

—

Details in respect of designated partners and partners of Limited Liability Partnership

(Addendum to Form FiLLiP)

Within 7 days from the validity period of the approved name.

3

21

23(2)

Information relating to LLP Agreement and changes, if any, made therein

Within 30 days of Incorporation

4

8

7(4)

Notice of appointment of partners/designated partner and changes among them, intimation of DPIN by LLP to the Registrar and consent of partner to become a partner/designated partner (Form 4 also has addendum)

Within 30 days of Appointment

22, 10

25(2), 25(3)

Notice of appointment of partners and the changes among them or consent of incoming partner to become a partner/designated partner

Within 30 days of change

4A

—

—

Notice of appointment, cessation, change in particulars of a partners

(Addendum to Form 4)

Within 7 days of filing of Form 4

5

20(2)

19

Notice of change of name of LLP

Within 30 days of complying requirement u/r 20(1)

6

22

25(1)

Intimation of particulars of name or address of a partner/changes in particulars to the LLP by the partner

Within 15 days

DIR-3 (Old Form DIN 1)

10(1)

7(6)

Application for allotment of Directors Identification Number (Post Integration Designated Partner Identification Number has been integrated under DIN)

N.A.

8

24(8)

34(2)

Statement of Account & Solvency

Within 30 days from the end of 6 months of the Financial Year (30th October)

While winding up of LLP – LLP Liquidator to report quarterly to Partners/Creditors

Before the end of the following quarter

9

7, 10(8)

7(3)

Consent to act as designated partner

Prior consent

DIR-6

10(9)

7(6)

Intimation of changes in particulars by designated partner

Within 30 days from date of such change

11

25(1)

35(1)

Annual return of LLP

Within 60 days of closure of its Financial Year (30th May)

12

16(3)

13(2)

Intimation of other address for service of documents

Within 30 days of complying requirements u/r. 16(2)

13

—

24(1)

Specimen of notice of cessation by a ceasing partner to other partner

14

33, 38, 39, 40

58(1)

Intimation to the Registrar of Firms/Registrar of Companies for conversion of firm into LLP

Within 15 days from date of registration

15

17(2), 17(5)

13(3)

Notice of change of place of registered office

Within 30 days of complying requirements under rules 17(1), 17(4)

16

—

12(1)

Certificate of Incorporation

—

17

38(1)

Para 4 of Second Schedule

Application and statement by a firm for its conversion into LLP

—

18

39, 40

Para 3 of Third Schedule and Para 4 of Fourth Schedule

Application and statement by a private company/unlisted public company for its conversion into LLP

—

19

32, 38, 39, 40

Para 5 of Second Schedule, Para 4 of Third Schedule and Para 5 of Fourth Schedule

Certificate of Registration on conversion

—

20

35(1)

60

Affidavit in support of summons

—

21

35(2)

60

Summons for direction to convene a meeting under s. 60(1)

—

22

41(4), 35(11), 35(17)

39, 60, 60(3), 62(3)

Notice of intimation of order of Court/Tribunal/CLB/CG to the Registrar

Within 30 days of making the order u/r. 35(15)

23

19

18

Application for direction to LLP to change its name

Within 24 months from the date of registration of the LLP under that name

24

37(1)

75

Application to the Registrar for striking off name

—

25

18(3)

59

Application for reservation/renewal of reservation of name by Foreign LLP/foreign company

—

26

35(4)

Form of proxy

Not later than 48 hours before the meeting

27

34(1)

59

Registration of particulars by foreign LLP

Within 30 days of establishing a place of business in India

28

34(3)

59

Alteration in case of foreign LLP (a) the incorporation document, or document or constituting of foreign LLP, (b) the registered or principal office of foreign LLP, or (c) partner or designated partner of a foreign LLP

Within 60 days of the close of the F.Y.

29

34(3), 34(8)

59

Alteration in case of foreign LLP in certificate of incorporation or name and address of persons authorised to accept service or alteration of place of business of foreign LLP in India or cessation of business in India

Within 30 days from the date on which the alteration was made

30

34(10)

59

Certificate for establishment of place of business of foreign LLP

—

31

41(1)

39

Application for compounding of an offence under the Act

—

32

36(6)

—

Rectification of Defects or incompleteness (Addendum)

Within the time limit prescribed u/r. 36(7)

Chart 2
Fees payable under the Limited Liability Partnership Act, 2008

Sr. No.

Particulars

Fees

1.

For registration of Limited Liability Partnership including conversion of a firm or a private company or an unlisted public company into Limited Liability Partnership:

a)

Limited Liability Partnership whose contribution does not exceed ₹ 1 lakh

₹ 500/-

b)

Limited Liability Partnership whose contribution exceeds ₹ 1 lakh but does not exceed ₹ 5 lakh

₹ 2,000/-

c)

Limited Liability Partnership whose contribution exceeds ₹ 5 lakh but does not exceed ₹ 10 lakh

₹ 4,000/-

d)

Limited Liability Partnership whose contribution exceeds ₹ 10 lakh

₹ 5,000/-

2.

The difference between the fees payable on the increased slab of contribution and the fees paid on the preceding slab of contribution shall be paid through Form 3

3.

For filing, registering or recording any document, form, statement, notice, Statement of Accounts and Solvency, annual return and an application along with the Statement for conversion of a firm or a private company or an unlisted public company into LLP by this Act or by these rules required or authorised to be filed, registered or recorded:

a)

Limited Liability Partnership whose contribution does not exceed ₹ 1 lakh

₹ 50/-

b)

Limited Liability Partnership whose contribution exceeds ₹ 1 lakh but does not exceed ₹ 5 lakh

₹ 100/-

c)

Limited Liability Partnership whose contribution exceeds ₹ 5 lakh but does not exceed ₹ 10 lakh

₹ 150/-

d)

Limited Liability Partnership whose contribution exceeds ₹ 10 lakh

₹ 200/-

3A.

For filing, registering or recording notice of appointment, cessation, change in name, address, designation of a partner or designated partner, intimation of designated partner identification number and consent to become a partner or designated partner in Form 4

₹ 50/-

4.

Fee for any application other than application for conversion of a firm or a private company or an unlisted public company into LLP shall be as under:

a)

An application for reservation of name u/s. 16

₹ 200/-

b)

An application for direction to change the name u/s. 18

₹ 10,000/-

c)

Application for reservation of name under rule 18(3)

₹ 10,000/-

d)

Application for renewal of name under rule 18(3)

₹ 5,000/-

e)

Application for obtaining DPIN under rule 10(5)

₹ 100/-

f)

Application for striking off name of defunct LLP under rule 37

₹ 500/-

5.

Fee for inspection of documents or for obtaining certified copy thereof shall be as under:—

a)

For inspection of documents of an LLP under section 36

₹ 50/-

b)

For Copy or extract of any document under section 36 to be certified by Registrar

₹ 5/- per page or fractional part thereof

6.

Fee for filing any form or a Statement of Account and Solvency or a notice or a document by foreign Limited Liability Partnership

a)

For filing a document under rule 34(1)

₹ 5,000/-

b)

Any other form or Statement of Account and Solvency or notice or document

₹ 1,000/-

Chart 3
Penalties under the Limited Liability Partnership Act, 2008

Default under Section

Default in Compliance

Penal Section

Person Liable

Amount of Penalty/ Punishment

Imprisonment

7(1)

Appointment of designated partners

10(1)

LLP & Partners

Minimum ₹ 10,000 Maximum ₹ 5 lakh

No

7(4)

Filing of consent of designated partners

10(2)

LLP & Partners

Minimum ₹ 10,000 Maximum ₹ 1 lakh

No

7(5)

Satisfaction of conditions and requirements by designated partners

10(2)

LLP & Partners

Minimum ₹ 10,000 Maximum ₹ 1 lakh

No

8

Compliance of provisions by designated partners including filing of documents

10(2)

LLP & Partners

Minimum ₹ 10,000 Maximum ₹ 1 lakh

No

9

Appointment of designated partner within 30 days of vacancy

10(2)

LLP & Partners

Minimum ₹ 10,000 Maximum ₹ 1 lakh

No

11(1)(c)

False or untrue statement while incorporating LLP

11(3)

Concerned Person

Minimum ₹ 10,000 Maximum ₹ 5 lakh

Up to 2 years

13(3)

Contravention of section 13 relating to registered office or change therein

13(4)

LLP & Partners

Minimum ₹ 2,000 Maximum ₹ 25,000

No

17(1)

Failure to comply with Government’s directions u/s. 17(1) to rectify any undesirable name

17(2)

LLP

Minimum ₹ 10,000 Minimum ₹ 5 lakh

No

Designated Partner

Minimum ₹ 1,000 Maximum ₹ 1 lakh

20

Carrying business under LLP without registering as LLP

20

Any person

Minimum ₹ 50,000 Maximum ₹ 5 lakh

No

21(1)

Non-publication of name, address and limited liability on invoices, official correspondence, etc.

21(2)

LLP

Minimum ₹ 2,000 Maximum ₹ 25,000

No

25(2)

Non-filing particulars of changes in partnership of LLP within 30 days

25(4)

LLP & Designated Partners

Minimum ₹ 2,000 Maximum ₹ 25,000

No

25(1)

Non-intimation by partner about change of particulars of name, address, etc. within 15 days of change

25(5)

Concerned Partner

Minimum ₹ 2,000 Maximum ₹ 25,000

No

30(1)

Carrying business with fraudulent intention/purpose

30(2)

Every person party to such acts

Minimum ₹ 50,000 Maximum ₹ 5 lakh

Up to 2 years

30

Conducting affairs of LLP in fraudulent manner

30(3)

LLP Designated Partner, Partners, Employee

Compensation to be paid to persons suffering loss

No

34(1) to 34(4)

Maintenance of proper books of account, filing annual statement of account, audit of LLP accounts

34(5)

LLP

Minimum ₹ 25,000 Maximum ₹ 5 lakh

No

Designated Partner

Minimum ₹ 10,000 Maximum ₹ 1 lakh

35(1)

Filing of annual return within 60 days

35(2)

LLP

Minimum ₹ 25,000 Maximum ₹ 5 lakh

No

35(3)

Designated Partners

Minimum ₹ 10,000 Maximum ₹ 1 lakh

No

37

False statement in any returns statement or documents

37

Concerned Person

Minimum ₹ 1 lakh Maximum ₹ 5 lakh (save as otherwise expressly provided)

Up to 2 years

38(1), (2)

Failure without excuse to comply with summons or requisition by Registrar

38(3)

Concerned Person

Minimum ₹ 2,000 Maximum ₹ 25,000

No

47

Failure to produce evidence or documents or information or failure to appear before inspector without reasonable cause

47(5)

Any Person

Minimum ₹ 2,000 Maximum ₹ 25,000 Further fine of up to Minimum ₹ 50

but not less than ₹ 500 per day of continuing default

No

49

Guilty of offence arising out of investigation report

50

Any Person

Liable for prosecution

No

60(3)

Filing of Tribunal’s order by LLP with Registrar within 30 days in case of compromise of arrangement

60(4)

LLP Designated Partner

Minimum not specified Maximum ₹ 1 lakh

No

62(3)

Filing of certified copy of Tribunal order in reconstruction/amalgamation of LLP within 30 days before Registrar

62(4)

LLP Designated Partner

Up to ₹ 50,000

No

Non-compliance of any order passed by Tribunal

73

Any Person

Up to ₹ 50,000

Yes up to 6 months

Any offence for which no punishment is expressly provided

74

Any Person

Minimum ₹ 5,000 Maximum ₹ 5 lakh Further fine up to ₹50 per day of continuing default

No

Para 17(1) II Schedule

Notice of conversion in correspondence for 12 months

Para 17(2) II Schedule

LLP

Minimum ₹ 10,000 Maximum ₹ 1 lakh Further fine between ₹ 50 and ₹ 500 per day of continuing default

No

Para 15(1) III Schedule

Notice of conversion in correspondence for 12 months

Para 15(2) III Schedule

LLP

Minimum ₹ 10,000 Maximum ₹ 1 lakh Further fine between ₹ 50 and ₹ 500 per day of continuing default

No

Para 16(1) IV Schedule

Notice of correspondence for 12 months

Para 16(2) IV Schedule

LLP

Minimum ₹ 10,000 Maximum ₹ 1 lakh Further fine between ₹ 50 and ₹ 500 per day of continuing default

No

Notes

  1. In terms of section 70, in case of second and subsequent offence the person will be punishable with imprisonment provided and in cases where fine is prescribed; it will be twice the amount of fine for such offence.
  2. Under section 39, an offence which is punishable with fine only may be compounded. Compounding fee may extend to the maximum amount of fine prescribed for the offence.
  3. Under section 76, where offence is committed by an LLP and it is proved that it was committed with the consent or connivance of a partner or a designated partner or is attributable to gross neglect of a partner or a designated partner, then the LLP as well such partner or designated partner shall be guilty and punishable.

Chart 4
Notifications under the Limited Liability Partnership Act, 2008

Notification No.

Date

Particulars

GSR 59(E) [F. No. 17/61/2016-CL-V]

30-01-2020

Notification of under section 67 of LLP dt 30.01.2020

SO 896(E)

18-09-2018

Limited Liability Partnership (Second Amendment) Rules, 2018- RUN LLP and Form FiLLiP introduced

GSR 557(E)

12-06-2018

Limited Liability Partnership (Amendment) Rules, 2018 – Amendment in DIR 3 & DIR 6

GSR 470(E) [F. No. 17/61/2016-CL-V]

16-05-2017

Limited Liability Partnership (Amendment) Rules, 2017 – Amendments in Form 24 and insertion of Rule 37(1A)

GSR 593(E) [F. No. 17/31/2015-CL-V]

10-06-2016

Limited Liability Partnership (Second Amendment) Rules, 2016 – Amendments in Forms 2, 3, 4 and 11

GSR 418(E) [F. No. 2/15/2014-CL-V]

13-04-2016

Limited Liability Partnership (Amendment) Rules, 2016 – Amendment in Form 14

GSR 786 (E) [F. No. 2/15/2014 – CL – V]

15-10-2015

Limited Liability Partnership (Amendment) Rules, 2015 – Amendment in Forms 14, 2, 4, 16, 19 and 30.

GSR 333 (E) [F. No. 1/2/2013 – CL – V]

29-4-2015

Applicability of Section 458 of Companies Act, 2013 to LLP

GSR 692 (E) [F. No. 1/11/2012 – CL – V]

14-9-2012

Limited Liability Partnership (Second Amendment) Rules, 2012 – Amendment in Form No. 11 Annual Return of LLP

GSR 550 (E) [F. No. 1/7/2012 – CL – V]

10-7-2012

Limited Liability Partnership (Winding up and Dissolution) Rules, 2012 – Suppression of LLP (Winding up and Dissolution) Rules, 2010

GSR 549 (E) [F. No. 1/7/2012 – CL – V]

10-7-2012

Notified date for certain provisions of LLP Act – Amendment in Notification No. 891(E), dated 31-3-2009

GSR 485(E)

21-6-2012

Limited Liability Partnership (Amendment) Rules, 2012 – Corrigendum

GSR 430 (E) [F. No. 1/1/2011 – CL.V]

5-6-2012

Limited Liability Partnership (Amendment) Rules, 2012 – Amendment in Rules 8, 18, Annexure A and substitution of Form Nos. 1 to 31

F. No. 2/17/2011- CLV

4-11-2011

LLP (Amendment) Rules, 2011 – Amendment in Rule 24

GSR 680 (E) [ F. No. 2/17/2011- CLV]

14-9-2011

Limited Liability Partnership (Second Amendment) Rules, 2011 – Substitution of Form 8

GSR 506 (E) [F. No. 2/1/2011 – CL. V]

5-7-2011

Limited Liability Partnership (Amendment) Rules, 2011 – Amendment in Rules 2, 10 and deletion of Forms 7 and 10

F. No. 2/2/2011- CL.V

23-5-2011

Section 2(7), r.w. section 226 of The Companies Act, 1956 – Body Corporate or Corporation – Definition of – Limited Liability Partnership specified as a body corporate for the purpose of section 226(3)(A)

GSR 914(E)

15-11-2010

Limited Liability Partnership (Second Amendment) Rules, 2010 – Substitution of Form 10 in the Annexure

GSR 266(E)

30-3-2010

Limited Liability Partnership (Winding up and Dissolution) Rules, 2010

GSR 24(E)

11-1-2010

Limited Liability Partnership (Amendment) Rules, 2010 – Substitution of Rules 10, 12 Forms 1 to 7 in the Annexure and Amendment in Rule 21 and Annexure ‘A’

GSR 6(E)

6-1-2010

Application of certain provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications

GSR 386(E)

4-6-2009

Section 78 of the Limited Liability Partnership Act, 2008 – Power to alter schedules – Amendment in Schedules

GSR 385(E)

4-6-2009

Limited Liability Partnership (Amendment) Rules, 2009 – Amendment in Rule 32

SO 1324(E)

22-5-2009

Section 79 of the Limited Liability Partnership Act, 2008 – Power to make rules – Enforcement of certain rules

SO 1323(E)

22-5-2009

Notified Date for certain provisions of Limited Liability Partnership Act

GSR 229(E)

1-4-2009

Limited Liability Partnership Rules, 2009

SO 891(E)

31-3-2009

Notified Date for certain provisions of Limited Liability Partnership Act

Chart 5
Circulars under the Limited Liability Partnership Act, 2008

Circular No.

Date

Particulars

7/2016

31-5-2016

Relaxation of additional fees and extension of time and filing of e-Forms by the Companies under Companies Act, 2013 and for filing of Annual Return (Form 11) by the LLPs under the Limited Liability Partnership Act, 2008

37/2014

14-10-2014

Clarification with regard to Trust/trustee as a partner in the Limited Liability Partnerships (LLPs).

2/2014

11-2-2014

Use of word 'National' in the names of Companies of Limited Liability Partnerships (LLPs)

13/2013

29-7-2013

Whether Hindu Undivided Family (HUF)/its Karta can become Partner/Designated Partner (DP) in Limited Liability Partnership (LLP)

9/2013

30-4-2013

Conversion of firm into Limited Liability Certificate – Clarification

15/2012

29-6-2012

Extension of time in Filing of Annual Return by Limited Liability Partnerships (LLPs)

13/2012

6-6-2012

Extension of time in Filing of Annual Return by Limited Liability Partnerships

2/2012

1-3-2012

Registration of Companies or LLPs which have one of their objects is to carry on the profession of Chartered Accountant, Cost Accountant, Architect, Company Secretary etc.

44/2011

8-7-2011

Circular for the Integration of DPIN with the DIN

17/165/2011-CL-V (PT)

10-10-2011

Registration of Companies or LLPs which have one of their Objectives to do Business of Architect

30A/2011

26-5-2011

Clarification regarding 'Body Corporate' for the purpose of section 226(3)(a) of the Companies Act, 1956.