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Understanding Partners’ Liability in a Limited Liability Partnership (LLP)

Limited Liability Partnerships (LLPs) offer a form of business organization that combines the flexibility of a partnership with the limited liability protection normally associated with corporations. Understanding the extent to which partners in an LLP are liable is crucial for anyone considering this business structure. Below is a step-by-step guide that outlines the key aspects of partners’ liability in an LLP.

Step 1: Comprehend the Concept of Limited Liability

Limited liability means that the partners’ personal assets are mostly protected if the LLP faces bankruptcy or legal actions. Partners are not personally responsible for the debts incurred by the LLP beyond their investment in the business. However, it’s essential to understand that this protection is not absolute.

Step 2: Know the Exceptions to Limited Liability

While limited liability is a significant benefit, there are exceptions. For instance, if a partner guarantees a loan for the LLP, they could be liable for the full amount if the LLP defaults. Partners could also be liable if found guilty of wrongful actions or negligence performed in the course of business activities.

Step 3: Differentiate Between Different Types of Partners

In many LLPs, there are different roles which might include:

  • General Partners: They manage the day-to-day operations and may have greater liability.
  • Limited Partners: They typically contribute capital and have minimal involvement in management, hence enjoy greater liability protection.

Understand the type of partnership agreement you are entering into and the implications it has on your liability.

Step 4: Analyze the LLP Agreement

The LLP Agreement is a legal document that specifies the rights and responsibilities of each partner. It will also outline how liability is distributed among the partners. Ensure you read and understand this document, as it will be key in determining your personal risk.

Step 5: Consider the Role of Insurance

Many LLPs obtain professional liability insurance or errors and omissions insurance to protect against potential claims. Insurance can provide an extra layer of security for the partners’ personal assets. Assess the types and levels of insurance that may be appropriate for your LLP.

Step 6: Assess Joint and Several Liability

In some jurisdictions, LLP partners may be subject to joint and several liability for the actions of other partners. This means a single partner could be held responsible for the full amount of a debt or liability, with the right to seek contribution from the other partners later.

Step 7: Understand the Tax Consequences

LLPs typically offer pass-through taxation, where the profits and losses pass through to the individual partners. However, tax liability will depend on the income and losses of the LLP and the individual tax circumstances of the partners. Consult with a tax advisor to understand the implications fully.

Step 8: Recognize the Impact of State Laws

LLP laws can vary significantly by jurisdiction. It’s imperative to understand how your state governs LLPs, as this will impact your liability. Consult with a local attorney who specializes in business law to gain clarity on your state’s specific rules and regulations.

Step 9: Stay Informed and Compliant

As a partner in an LLP, it’s your responsibility to stay informed about the business’s activities, ensuring that it remains compliant with all relevant laws and regulations. Regularly review the LLP’s financials and legal standing to help minimize your risk exposure.

Step 10: Consult with Legal Professionals

Before forming an LLP or if you ever have concerns about your liability as a partner, it is wise to seek professional legal advice. An experienced attorney can provide guidance specific to your situation and help you to navigate the complexities of partners’ liability within an LLP.

Understanding and managing your liability as a partner in an LLP is critical to protecting your interests and ensuring the long-term success of the business. Regular consultation with legal and financial advisors will help you to maintain this balance effectively.

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How to Change Partners in an LLP in India: A Step-by-Step Guide

In this article we will discuss about How to Change Partners in an LLP, Changing partners in a Limited Liability Partnership (LLP) is a regulated procedure in India, governed by the provisions of the Limited Liability Partnership Act, 2008 and rules made thereunder. The process involves a number of steps, from obtaining the consent of existing partners to filing the necessary forms with the Ministry of Corporate Affairs (MCA). Here’s a comprehensive guide to help you understand and execute this process smoothly.

Step 1: Convene a Meeting of Existing Partners

Convene a meeting of the existing partners to discuss the proposed changes in the LLP’s partnership. It’s crucial to obtain the consent of the existing partners for the change. The decision must be recorded in the form of a resolution.

Step 2: Obtain Consent from the Incoming/Outgoing Partners

Once the existing partners have approved the change, you must obtain written consent from the incoming partner(s) who is/are willing to join the LLP and from the outgoing partner(s) who is/are willing to leave the LLP.

Step 3: Execute Supplementary LLP Agreement

Draft a supplementary LLP agreement that sets forth the terms and conditions of the new partnership structure. This agreement is an amendment to the original LLP agreement and should be executed on a non-judicial stamp paper of requisite value, as per the state laws.

Step 4: File Form 3 with ROC

File Form 3 (Information with regard to limited liability partnership agreement and changes, if any, made therein) with the Registrar of Companies (ROC) within 30 days of executing the supplementary LLP agreement. This form contains information about the amendments to the LLP agreement.

Document Checklist for Form 3:

  • Signed supplementary LLP Agreement
  • Consent of new partners
  • Consent for resignation from outgoing partners

Step 5: File Form 4 with ROC

Form 4 (Notice of appointment, cessation, change in name/ address/ designation of a designated partner or partner. and consent to become a partner/designated partner) must be filed with the ROC within 30 days of the change in partnership to provide notice of the appointment of a new partner and the resignation or cessation of an old partner.

Document Checklist for Form 4:

  • Consent to act as a partner or designated partner (from the new partner)
  • Resignation letter (from the outgoing partner)
  • Identity and address proof of the incoming partner

Step 6: Update LLP Stationery and Other Records

Once the ROC has approved the changes, update all business stationery, official records, and other places where the old partnership details are listed. This includes letterheads, invoices, the LLP’s official website, and signs if applicable.

Step 7: Inform Banks and Other Concerned Authorities

Inform all banks where the LLP holds accounts about the change in partnership. Provide them with the updated partnership agreement and resolutions, as required. Also, notify any other concerned authorities or government bodies about the change in the structure of the LLP.

Conclusion

Changing partners in an LLP requires careful attention to legal requirements and prompt filing of necessary documents. Always ensure that you adhere to the deadlines and keep a copy of the filed forms and acknowledgement receipts from the ROC for your records. It’s often advisable to seek professional help to navigate the process to prevent any legal issues that might arise due to non-compliance with the statutory requirements.

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Step-by-Step Guide: Filing Form 3 LLP Agreement with ROC

Limited Liability Partnerships (LLPs) offer the benefits of limited liability to their partners and are required to comply with various regulatory filings. One such compliance is the filing of Form 3, which pertains to the LLP Agreement. Here’s your step-by-step guide to understanding and filing Form 3 LLP Agreement with the Registrar of Companies (ROC).

Understanding LLP Form 3

LLP Form 3 is a document that provides details about the LLP Agreement, which governs the mutual rights and duties of the partners and the rights and duties in relation to that LLP.

Components of an LLP Agreement Typically Include:

  • Name of LLP
  • Name of partners and designated partners
  • Form of contribution
  • Profit-sharing ratio
  • Rights & duties of partners
  • Rules for governing the LLP
  • Dispute resolution mechanism
  • Indemnity clause

Filing Form 3: LLP Agreement with ROC

Step 1: Draft the LLP Agreement

  • Consult a legal expert to draft the LLP Agreement to ensure it complies with the LLP Act, 2008.
  • The agreement should be printed on Stamp Paper of a requisite value, which varies from state to state.

Step 2: Obtain Digital Signatures

  • Every designated partner must have a Digital Signature Certificate (DSC) because the filing process is online.

Step 3: Log in to the MCA Portal

  • Access the Ministry of Corporate Affairs (MCA) portal: http://www.mca.gov.in.
  • If you’re a new user, you need to create an account. Existing users can log in using their credentials.

Step 4: Fill Out Form 3

  • Navigate to the ‘LLP Forms’ section under the ‘MCA Services’ tab.
  • Download Form 3 from the LLP Forms section.
  • Fill in the necessary details as per the LLP Agreement, such as
    • Date of Agreement
    • Details of LLP and obligation of partners

Step 5: Attach Required Documents

  • The LLP Agreement must be attached as a pdf document.
  • Ensure that you have all Annexures and schedules to the agreement ready to be attached.

Step 6: Verify and Digitally Sign the Form

  • The form must be digitally signed by a designated partner.
  • A practicing professional (Chartered Accountant, Company Secretary, Cost Accountant, or Lawyer) must certify the form.

Step 7: Pay the Filing Fees

  • Filing fees for Form 3 will depend on the total contribution of partners in the LLP.
  • You can find the applicable fee structure on the MCA portal.

Step 8: Submit Form 3

  • Once the payment is made, you can submit the Form 3 on the portal.
  • A Service Request Number (SRN) will be generated after submission, which can be used to track the form.

Step 9: Keep Track of the Filing Status

  • Check the status of your Form 3 filing using the SRN on the MCA portal.
  • It usually takes around 7-10 working days for the ROC to process and approve the Form 3.

Step 10: Receipt of Form 3 Registration

  • After approval, the ROC will register the LLP Agreement and a registration certificate for Form 3 will be issued.
  • The certificate is a conclusive proof of registration of the LLP Agreement.

After your Form 3 has been successfully filed and registered, ensure to comply with further statutory filings as required under the LLP Act, like the annual return in Form 11 and the Statement of Accounts in Form 8.

Always consult with a corporate lawyer for accurate and legal advice tailored to your specific circumstances. This general guide is informative but does not account for every possible scenario or change in law over time.

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Step-by-Step Procedure to Open a Bank Account for an LLP in India

In this Article we will discuss Step-by-Step Procedure to Open a Bank Account for an LLP in India, The concept of a Limited Liability Partnership (LLP). An LLP is a corporate business vehicle that provides the flexibility of a partnership and the benefits of limited liability for a company at a low compliance cost.

Prepare Necessary Documents:

Gather all required documents to open a bank account for an LLP in India. The documents include:

  • A copy of the LLP agreement.
  • A copy of the LLP’s incorporation certificate.
  • A list of all the partners, along with their identification and address proof.
  • A copy of the resolution to open a bank account, stating who is authorized to operate the account on behalf of the LLP. Note: All these documents need to be certified by a designated partner.

Choose a Suitable Bank:

Based on your LLP’s needs, choose a bank that fits best. Consider factors like services offered, fees, ease of access, and customer service.

Arrange a Meeting with Bank Officials:

Once you have chosen a bank, schedule a meeting with the bank officials. You could do this by visiting the branch or contacting them through their customer service.

Submit Documents and Application:

During the meeting, submit all the necessary documents, a duly filled application form, and the initial deposit amount. Make sure to check the application form for any errors or missing information.

Verification of Documents:

The bank officials will verify the documents. This process might take some time, depending on the bank’s procedures.

Opening of the Account:

If everything is in order and the documents are verified, the bank will proceed to open the account. They will provide you with the account details, cheque book, and other relevant information.

Remember, opening a bank account for an LLP in India may seem like a lengthy process, but with the right information and preparation, it can be quite straightforward. A bank account is crucial for managing the financial transactions of your LLP, so take the necessary time and steps to open one correctly.

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LLP Form 11 Annual Return for LLP

LLP Form 11 is the annual return that must be filed by every LLP (Limited Liability Partnership) registered in India. The form must be filed once every year, and it provides information about the LLP’s management, partners, and capital contributions.

Form 11 LLP

Who needs to file LLP Form 11?

LLP Form 11 is an annual return that must be filed by every LLP registered in India. The form provides information about the LLP’s management, partners, and capital contributions. It must be filed once every year, and the due date for filing the form is 30th May of each financial year.

Who needs to file LLP Form 11?

Every LLP registered in India must file LLP Form 11 annually, regardless of whether it has carried out any business activities during the financial year.

What is included in LLP Form 11?

LLP Form 11 includes the following information:

  • Name and registered address of the LLP
  • Details of the designated partners and partners
  • Details of the LLP’s capital contributions
  • Details of the turnover of the LLP during the financial year
  • Details of any changes in the management or partners of the LLP during the financial year

It is important to note that LLP Form 11 does not require the submission of tax returns or financial statements.

Late fee for filing LLP Form 11

The late fee for filing LLP Form 11 has been revised by the Ministry of Corporate Affairs as per the latest notification dated April 30th, 2021. The revised late fee structure is as follows:

  • For filing the form after the due date but within 30 days: No late fee
  • For filing the form after 30 days but within 60 days from the due date: Rs. 10 per day for small LLPs and Rs. 20 per day for other LLPs
  • For filing the form after 60 days from the due date: Rs. 100 per day for small LLPs and up to 50 times of normal fee applicable to other than small LLPs based on the number of days delayed.

It is important to note that late fees for LLP Form 11 are only applicable to the number of days delayed and not for the tax return or financial statement.

Frequently Asked Questions (FAQs) for filing LLP Form 11

Q. Is it mandatory to file LLP Form 11? A. Yes, every LLP registered in India must file LLP Form 11 annually.

Q. What is the due date for filing LLP Form 11? A. The due date for filing LLP Form 11 is 30th May of each financial year.

Q. What is the late fee for filing LLP Form 11? A. The late fee for filing LLP Form 11 is as per the revised structure mentioned above.

Q. What information is required to be submitted in LLP Form 11? A. The LLP’s management and partner details, capital contributions, and turnover during the financial year are required to be submitted in LLP Form 11.

Q. Is it necessary to submit tax returns and financial statements with LLP Form 11? A. No, tax returns and financial statements are not required to be submitted with LLP Form 11.

In conclusion, LLP Form 11 is an important annual return that must be filed by every LLP registered in India. The form provides information about the LLP’s management, partners,

capital contributions, and turnover during the financial year. The late fee for filing LLP Form 11 has been revised, and it is important for LLPs to file the form before the due date to avoid any late fees.

LLP Form 11 is a simple form that does not require the submission of tax returns or financial statements. LLPs must ensure that they provide accurate and up-to-date information in the form to avoid any penalties or legal issues.

In summary, filing LLP Form 11 is a mandatory requirement for all LLPs registered in India. The form must be filed annually and provides important information about the LLP’s management, partners, and capital contributions. LLPs must ensure that they file the form before the due date and provide accurate information to avoid any legal issues or penalties.

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Annual Filings for Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) is a separate legal entity and Separate from Its partners, LLP is governed by LLP Act, 2008, LLP Rules, and in accordance with LLP agreement, LLP act and rules provides for the Annual Returns that are required to be filed by LLP (LLP Annual Filing) to Registrar of Companies by every LLP. beside compliances of LLP Act and rules LLP is required to file its Income tax return and Tax Audit report if required, and designated partners of LLP is required to complete there annual DIN KYC every year, all this comes under LLP Annual Filing, below we have discussed main LLP annual filing that is required to be done by every LLP:

LLP Annual Filing

LLP Annual Filings Calendar

LLP Filing

  • LLP Form 11
  • LLP Form 8
  • DIR-3 KYC
  • Income Tax Return
  • GST Return
  • TDS Return

Due Date

  • 30th May
  • 30th October
  • 30th June
  • 30th July (Non-Audit)
  • Every month /Qtr ( For GST Registered)
  • Every Qtr ( if TDS deducted)

LLP Form 11 ROC LLP Filing

LLP Form 11 is required to be filed by every LLP, Even if LLP has not carried out any business activity LLP Form 11 is mandatorily required to be filed. LLP Form 11 is also known as LLP Annual Return and it contains information about the ownership structure of LLP like Capital Contributed by each designated partner or partner, who are the partners of LLP as on the financial year ending date for which Form 11 is required to be filed.

Mandatory Attachment of Form 11 – In Form 11 a document in respect of Designated partners and partners is required to be attached which contains details in which the designated partner of LLP is the Director or Partner.

LLP Form 8 ROC LLP Filing

LLP Form 8 is required to be filed by every LLP, LLP Form 8 is filed with respect to Statement of Accounts and solvency, In general, this form is required to be filed for filing LLP Annual Accounts to ROC. So before Filing this form LLP is required to be prepare and finalize its books of accounts, otherwise, it is not possible to file this form. LLP Audit is also done under this where Auditor is required to Digitally signed this form, in case LLP is required to get its accounts audited, Presently Limit for LLP Audit is Rs. 40 Lakh for turnover and Rs. 25 Lakh for Capital Contribution, if either exceeds this limit LLP is required to get its accounts audited.

DIR-3 KYC for Designated Partners of LLP (LLP Annual Filing)

DIR-3 KYC is mandatory for every designated partner of LLP, non-filing will lead to a fee of Rs. 5000 for activation of DIN of designated partner. The due date for filing DIR-3 KYC is 30th September.

Income Tax Return of LLP (LLP Annual Filing)

Every LLP whose accounts are not required to be audited is required to file its Income Tax return on or before 31st July. For Audited LLP the due date is 30th September.

GST Return of LLP (LLP Annual Filing)

If LLP has GST Registration, then LLP is required to file Applicable GST returns like GSTR3B, GSTR1, GSTR9, and other applicable returns on a monthly, quarterly or yearly basis as and when applicable.

TDS Return of LLP

If LLP has made payments that are required to pay after deduction of Tax at source, The TDS amount is required to be deposited before the 7th of next month and is required to file a Quarterly TDS return.

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Reduced Late Fee for LLP’s

Today we will discuss the recent Amendment made by MCA regarding fees payable by LLP, there was long-standing demand for the reduced filing fees for LLPs, In the ease of doing initiatives of the government of India, the new Reduced Late Fee for LLP will come out to be a game-changer for Small LLP.

Reduced Late Fee ( New Rules)

  • Completely Removed Rs. 100 Per Day Late Filing Fee and Introduced Rs. 10 ( for Small LLP’s ) Rs. 20 ( others) per day after a delay of 300 Days.
  • Per day Late only for Form 8 and Form 11
  • 2, 4, 6, 10, 15, 25 Time’s of Normal Filing Fee Applicable based of Number of Days Dealy for Small LLP’s
  • Small LLP Concept Introduced
  • Up to 50 times of Normal Fee applicable to other than Small LLP’s based on Number of Days dealy

Higer Late Fee ( Old Rules)

  • Rs. 100 Per Day applicable to all types of LLP’s
  • No Upper Limit ( Dealy of 100 Days costs Rs. 100*100= 10000/- )
  • All LLP forms are included in Rs. 100-day system.

A delay of 100 days for Small LLP having a Capital of Rs.1 Lakh will cost Rs. 50*10 = 500 Plus Rs. 50 = Total Rs. 550, resulting in savings of Rs. 9450

The new amended rules will be applicable from the 01st day of April 2022.

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LLP Form 8 Filing Date Extended to 30th December 2021

MCA Relaxes Levy of Additional Fee in case of delay in Filing of LLP Form 8 (the Statement Account and Solvency) by LLP for the financial year 2020-21.

MCA issued a Circular, in which MCA announced a relaxation on additional fees in filing Form 8 by LLP up to 30th December 2021. Due to the difficulty faced by LLPs as a result of the COVID-19 epidemic, MCA has received a request for an extension of the deadline for completing the Statement of Account and Solvency without paying additional expenses.

LLP Form 8

The MCA has decided to allow LLPs to file Form 8 (the Statement of Account and Solvency) for the Financial Year 2020-2021 without paying additional fees until December 30, 2021, as part of the government’s ongoing efforts to promote ease of living and compliance for Micro, Medium and Small Enterprises doing business through the vehicle of LLP

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LLP Filing Due Dates for Financial Year 2021-22

In this article we will cover LLP Filing due dates for Financial Year 2021-22, Every LLP Incorporated in India is required to file mandatory returns as per LLP Act , Income Tax Returns, and GST Returns , if applicable

Here we are covering the all the Filings that an LLP is required to file and there due dates :

LLP Filing

LLP Annual Return in Form 11

Every LLP is required to file its annual Return to Registrar of Companies (MCA) within 60 days from the end of Financial Year of LLP in Form 11.

Due date for LLP Filing Form 11 : 30th May

Information required to be filed in Form 11:

  • LLPIN of LLP
  • Name of LLP
  • Address of LLP
  • Total Capital Contribution of LLP
  • Business of LLP
  • Capital Contribution by each designated partner /Partner of LLP
  • Turnover of LLP – If exceed 5 cr it LLP annual return is required to be certified and signed by Company Secretary in Practice
  • Name of Companies and LLP’s in which Partner /Designated partner are Directors or Partners

DIR-3 KYC of Designated Partners

Every Designated partner is required to file KYC form with MCA every year. This is mandatory requirement other the DIN of Designated partner got deactivated and Payment of Rs. 5000 is required to be paid to get activated after 30th Sept due date.

LLP Accounts and Solvency in form 8

Every LLP is required to file Form 8 to MCA within 30 days from the end of 6 months from the end of Financial year , Form 8 of LLP contains information regarding Annual Financial Statements of LLP , wherein LLP is required to file full amounts of Balance Sheet and profit and Loss Account.

Audit Requirement in LLP : LLP is required to get its accounts Audited if its contribution exceed Rs. 25 Lakhs or Turnover Exceeds 40 Lakhs from Chartered Accountant.

Income Tax Return of LLP

Income Tax Filing is mandatory for LLP in India, the taxability of LLP is same as partnership firm except few changes, Every llp is required to file its income Tax return by 31st of July and if accounts of LLP are required to get audited the last date for filing llp income Tax return will be 30th September.

TDS Return for Tax Deducted (Quarterly) of LLP

Every LLP is required to file TDS return every quarter, if there exists any Tax Deductions for payments of Salary in 24Q form , and payments for Services in Form 26Q, TDS returns are filed every Quarter

GST Return (Monthly/Quarterly) of LLP

If LLP has GST Registration than LLP is required to file monthly /Quarterly GSTR1 and GSTR3B Returns. If LLP is not having GST Registration than this return is not required to be filed.

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LLP may soon have Reduced Additional Fee , MCA initiates process of De-criminalisation of compoundable offences under Limited Liability Act, 2008

With the object of unleashing the entrepreneurial spirits of our youth and to remove the fear of criminal prosecutions for non- substantive minor and procedural omissions and commissions in the normal course of their business transactions, the Government of India in the Ministry of Corporate Affairs (MCA) decided to initiate the process of decriminalization of compoundable offences under the limited liability partnership (LLP) Act, 2008, for greater ease of doing business for law abiding LLPs.

The Government treats Honest and Ethical Corporate entrepreneurs as wealth creators and nation builders. The objective of the De-criminalization exercise is to remove criminality of offences from business laws where no malafide intentions are involved. In furtherance of the said objective, an exercise was undertaken to identify those provisions of the Limited Liability Partnership Act, violations of which do not result in injury to public interest but are presently criminal in nature with fine as well as punishment after conviction being provided for in the Act.

Principles adopted for Decriminalization of Compoundable Offences:

  1. Principle 1Offences that relate to minor/ less serious compliance issues, involving predominantly objective determinations, are proposed to be shifted to the In-house Adjudication Mechanism (IAM) framework instead of being treated as criminal offences.
  1. Principle 2: Offences that are more appropriate to be dealt with under other laws, are proposed to be omitted from the LLP Act, 2008.
  1. Principle 3For non-Compoundable offences that are very serious violations entailing an element of fraud, intent to deceive and caused injury to public interest or non- compliance of order of statutory authorities impinging on effective regulation, Status Quo would be maintained.

In all, twelve (12) offences are proposed to be decriminalized and one (1) provision (Section 73) entailing criminal liability is proposed to be omitted. The 12 de-criminalized offences would then get shifted to IAM thereby de-clogging the criminal courts from routine cases.

In addition to the De-criminalization of the Act the Government also proposes Introduction of certain new concepts into the Act for greater Ease of Doing Business:

  1. Small LLP: It is proposed to create a class of LLP called as “Small LLP” in line with the concept of Small Companies. Such Small LLPs would be subject to lesser compliances, lesser fee or additional fee and lesser penalties in the event of default. Thus, lower cost of compliance would incentivize unincorporated micro and small partnerships to convert into the organized structure of an LLP and derive its benefits.
  1. Non-convertible Debentures (NCDs):  It is proposed to allow LLPs to raise capital through issue of fully secured Non-Convertible Debentures (NCDs) (as an alternative to equity participation) from investors who are regulated by SEBI or RBI. This will help deepen the Debt Market and enhance the capitalization of LLPs.

Reduction of Additional Fee: It is also proposed to amend Section 69 of the Act with a view to reduce the additional fee of Rs. 100 per day which is presently applicable for the delayed filing of forms, documents. A reduced additional fee is expected to incentivize smooth filing of records and returns of LLPs and consequently result in an updated registry for proper regulation and policy making.

Source: PIB