Things You Must Know About Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) being the new form of Business Structure in India,  Here are the things you should  know about LLP

  1. Separate Legal Entity and Body Corporate:   LLP has its own Name, Own Structure, Own Style, It is different from its partners, can sue or be sued in its name.
  2. Decision Makers: Minimum number of two Designated Partners are required all the time in LLP, who takes decisions in the day-to-day working of LLP, DP’s are responsible for compliance with statutory laws applicable to LLP.
  3. Capital Contribution: LLP can have any number of Partners, Partners contribute in the capital of the LLP and share profits and losses of LLP at an agreed ratio.
  4. Flexible: LLP structure is flexible in its nature, LLP agreement is its charter document, Business of LLP is run out in accordance with LLP agreement, partners agree to an agreement that how the business of LLP will be carried out.
  5. Easy Compliance: You Don’t need to give any disclosures, do not need to issue or allot shares, have an audit of account till certain limit, have statutory registers, have deadlines for meetings, take approvals for Change in name, registered office and much more.

  6. Less Tax: Distribution of Profits to partners attracts no taxes, if you distribute profits in a company it will attract Dividend Distribution Tax, Income arising to Partners as a profit shared is also exempt.
  7. Limited Liability: Liability of partners is limited to their agreed contribution, in bad times it saves you from your personal property.

Annual Filing Requirements for LLP in India for Financial Year 2017

Every LLP (Limited Liability Partnership) is required to file its Annual Accounts (Statement of Accounts and Solvency ) , Annual Return and Income tax Return every year within the stipulated time, even LLP having nil turnover or   LLP has not carried out any business operation during the reporting period.

Filing requirements with Registrar of Companies :

  • Filing of Annual Return in Form 11 : Every LLP is required to File its Annual Return to ROC by 30th May of Every Year,  failure to file Annual Return will attract Additional Fee of Rs. 100 per day with no upper limit. ( Delay of 30 days will cost you Rs. 100*30= 3000)
  • Filing of Annual Accounts and Solvency in Form 8 : Every LLP is required to file its Annual Accounts with ROC by 30th Oct of every year, failure to file Annual Accounts will attract Additional Fee of Rs. 100 per day with no upper limit.   ( Delay of 50 days will cost you Rs. 100*50= 5000) this is in addition to Additional fee to be paid for Form 11 , if not filed.

Filing Requirements with Income Tax Department :

  • The due date for filing income tax return in case of a company for A Y 2017-18 is 30th September 2017(whether audit of accounts is required or not). It is applicable for income earned from April 1st, 2016 to March 31st, 2017. For LLP due date is September 30th (where audit is required), November 30th(where there are foreign transaction or specified domestic transactions) and in other cases due date is July 31.


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How to Register Limited Liability Partnership LLP in India

Limited Liability Partnership (LLP) is an advanced form to traditional form of normal partnership having liability of partners of LLP limited to the extent to capital contributed by partners in LLP. The major benefit to incorporate an LLP is to have Limited Liability in its operations .

Often seen in bad time of business the personal assets of the partners come into stake and partners have to repay all debts even by selling personal assets. The major way to get it out is to get the benefit of Limited Liability where at the time of winding up of LLP all the assets of LLP is sold and all the liabilities of LLP are paid and afterwards if nothing left or full liabilities are not paid as par law than partners of LLP need not to pay the balance from their personal assets. Other benefit of  LLP is it also body corporate and  is a separate Legal Entity, Partners comes in and goes but LLP will always remain in existence.

Step by Step Procedure on LLP Registration in India  

Obtaining Digital Signature of all the Designated Partners of LLP

Digital signature are issued by Certifying Authority in India after due verification of applicant, Digital Signatures are used to electronically sign the documents, it is as valid as normal signature.

Obtain DIN of Designated Partners of LLP 

Designated Partners of LLP  must have Director Identification Number to become Designated Partners , In LLP DIN is also Named is Designated Partner Identification Number (DPIN) , DIN is obtained by filing Form DIR-3 with MCA. (DIN is valid for lifetime, you don’t need to apply for DIN if you have already obtained DIN.

Filing Name Approval Application 

Once DIN is Obtained Application for Approval of Name of LLP is Obtained in LLP Form 1 to ROC. Name of the proposed LLP should be unique , means if there is already a company , LLP or trademark is registered or applied , the name is simply not available.

Drafting of Incorporation Documents

Once the Name of LLP is approved Subscriber sheet, Consent of Partners form is drafted and than is Signed by all the Partners of LLP. Subscribers sheet should also be attested by Professional like Company Secretary, CA or CMA.

Filing of Incorporation Document to ROC

Along with Signed Subscriber sheet, Consent and Registered Office proof documents (Electricity Bill ,Rent Agreement/ Sale Deed  and NOC from Owner ) LLP form 2 is filed with ROC.

Incorporation of LLP

Once Form 2 gets approved , LLP gets incorporated a Certificate of Incorporation is issued and  LLP Identification Number is Allotted to LLP .

Drafting and Filing of LLP Agreement to ROC

This is Final Stage to Incorporation procedure of LLP.   LLP Agreement is prepared and printed on stamp duty of applicable value and signed by all the partners of LLP alog with signature of 2 witness.   Scanned LLP agreement is now filed with ROC in LLP form 3 within 30 Days of Incorporation of LLP.


How to Add Designated Partner in LLP

For adding a Partner in LLP following procedure is to be followed as per the Provisions of LLP Act,2008:

  1. Eligibility Criteria for becoming a Designated Partner:

    • Only Individual can be appointed as Designated Partner in LLP.
    • The Person wish to appointed as a Designated Partner in LLP must have a Valid Director Identification Number.
    • Director Identification Number may be obtained by Filling FORM DIR-3 available on www.mca.gov.in after completing the form and attaching supporting documents, this form require pre-certification from Practicing Professional i.e. Company Secretary,Chartered Accountant or Cost Accountant. For obtaining Director Identification Number or Professional Certification.
    • After obtaining Director Identification number an individual is eligible for appointment as a Designated Partner.
  2. Procedure to be followed after obtaining Director Identification Number:

    • After obtaining Director Identification number, the proposed Designated Partner is required to intimate his DIN to the LLP.
    • The LLP is than will call a Meeting of Existing Partner for considering the appointment of Proposed Designated Partner. For getting draft of resolution passed in the Meeting and Preparing Minutes of the Meeting .
    • After approval of Existing Partners in duly conveyed Meeting for appointment of Proposed Designated Partner, A supplementary LLP Agreement is required to be made for draft of Supplimentry LLP Agreement .
    • A consent from Proposed Designated Partner is also required to be obtained in prescribed form.
  3. Intimation to Registrar of Companies about Appointment of New Designated Partner:

    • After Appointment of Designated Partner LLP is required to inform concerned Registrar of Companies i.e. in whose jurisdiction Registered office of LLP is situated, In E-FORM LLP-4 available on Www.mca.gov.in, within 30 days of appointment. you may visit Fastlegal for preparation of Forms and Pre Certification by Professional by CS, CA OR CMA
    • LLP is also required to file Supplementary LLP agreement in LLP FORM-3 within 30 days of such Appointment.

Note: Please ensure to file necessary forms within Prescribed time as late fee is Rs.100/- per day for each day of delay which has no upper limit.

These guides are not legal advice, nor a substitute for a lawyer

These articles are provided freely as general guides. While we do our best to make sure these guides are helpful, we do not give any guarantee that they are accurate or appropriate to your situation, or take any responsibility for any loss their use might cause you. Do not rely on information provided here without seeking experienced legal advice first. If in doubt, please always consult a lawyer, CA, CS.