Limited Liability Partnership

Overview of Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a preferred business structure that offers limited liability protection to its partners, safeguarding their personal assets from business debts and liabilities. Recognized as a separate legal entity, an LLP provides perpetual succession and operates under the LLP Act of 2008 in every state.

An LLP merges the benefits of both corporate and partnership firms. Partners in an LLP enjoy reduced personal liability for business debts, similar to shareholders in a corporation, while managing the business with the flexibility of a partnership. This hybrid structure allows for internal governance based on a mutually agreed LLP Agreement.

Partners in an LLP contribute to the business in various forms, including tangible or intangible assets, movable or immovable property, cash, or other forms of capital. The LLP itself bears the financial responsibility for any business losses or debts, ensuring individual partners are not personally liable.

By combining the limited liability features of a corporation with the operational flexibility of a partnership, an LLP offers an optimal business solution for entrepreneurs and professionals seeking a secure and adaptable structure.

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How to Register Limited Limited Partnership in India

Steps for Limited Liability Partnership (LLP) Registration in India

1. Obtain a Digital Signature Certificate (DSC)

• A DSC is necessary for digital verification or attestation of documents. It can be obtained through Government Certifying Agencies (CAs) and is available with either one-year or two-year validity.
• You can obtain a DSC via Aadhaar e-KYC-based verification or by providing supporting documents like PAN, identity proof, and address proof.

2. Name Approval

• Reserve the LLP's name using the LLP-RUN form (Limited Liability Partnership - Reserve Unique Name). This service is managed by the Central Registration Centre.
• You can propose two names for the LLP during this process.

3. LLP Registration

• Complete the FiLLiP (Form for Incorporation of Limited Liability Partnership) and submit it to the Registrar of the area where the LLP's registered office is situated.
• Along with FiLLiP, submit the Subscriber Sheet and the consent of a Director using Form DIR-9.
• The Subscriber Sheet serves as legal evidence of the initial members' agreement to participate in the partnership and establishes the initial ownership structure.

4. Submit LLP Agreement

• File the LLP Agreement using Form 3 on the MCA portal within 30 days of the LLP’s registration.
• This agreement outlines the mutual rights and responsibilities of the partners.

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By following these steps, you can successfully establish your LLP as a legally recognized business structure.

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Features of Limited Partnership

1. Separate Legal Entity‍

An LLP is a body corporate and a legal entity distinct from its members.

2. Limited Liability‍

Members have liability limited to their agreed contributions, protecting personal assets from business debts.

3. Organizational Flexibility‍

An LLP combines the operational flexibility of a partnership with the legal protections of a corporation.

4. Perpetual Succession‍

The LLP continues to exist even if the founding partners leave, requiring only a minimum of two partners to remain operational.

5. Compliance Requirements‍

Accounting and filing requirements are similar to those of a company, but with fewer compliance obligations.

6. Minimal Regulation‍

LLPs face less regulatory scrutiny compared to other business structures.

7. No Minimum Capital‍

There is no requirement for a minimum capital contribution to form an LLP.

8. Resident Partner Requirement‍

At least one partner must be a resident of India.

7. Unlimited Partners‍

There is no upper limit on the number of partners in an LLP.

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These features make LLPs an attractive option for businesses seeking a flexible, low-compliance structure with limited liability protection.

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Requirements for LLP Registration

To register a Limited Liability Partnership (LLP), the following requirements must be fulfilled

1. Minimum 2 Partners

At least two partners are required to form an LLP.

2. DIN (Director Identification Number) for Designated Partners

All designated partners must obtain a Director Identification Number (DIN).

3. Nominee for Body Corporate Partner‍

If a body corporate is a partner, it must nominate a natural person as its nominee.

4. DSC (Digital Signature Certificate) for Designated Partners

All designated partners need to acquire a Digital Signature Certificate (DSC).

5. Capital Contribution

While there is no concept of share capital, each partner is required to contribute towards the capital of the LLP.

6. Office Address Proof for LLP

Valid address proof for the registered office of the LLP must be provided.

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Documents Required for Limited Liability Partnership Registration

Identity Proof and Address Proof:

• Passport, Aadhar card, Voter ID, or Driver's License of partners.
• PAN card of partners.
• Utility bills or Bank Statements as address proof.

Proof of Registered Office:

• Utility bill (such as electricity bill) or corporation tax receipt dated not later than 30 days.
• Rental Agreement or No Objection Certificate (NOC).

Declaration and Consent of the Proposed Partners:

• Form DIR-9: Official consent to assume the role of a Partner within the prospective company.

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Advantages of Limited Partnership

1. Low Cost and Reduced Compliance

Registering a Limited Liability Partnership (LLP) in India is cost-effective compared to establishing a Private or Public Limited Company. LLPs are also subject to fewer compliance requirements, needing to file only two statements annually: an Annual Return and a Statement of Accounts and Solvency.

2. Limited Liability Protection

LLPs provide limited liability benefits to all designated partners. In the event of business insolvency or loss, partners' liabilities are confined to their capital contributions as per the LLP agreement. Additionally, partners are not personally liable for the negligence or misconduct of other partners.

3. Separate Legal Entity

An LLP, similar to a company, is a separate legal entity distinct from its partners. It can sue and be sued in its own name, and contracts are signed in the name of the LLP. This separate legal existence enhances trust among stakeholders, customers, and suppliers, boosting confidence in the business.

4. Tax Benefits

LLPs in India enjoy several tax advantages, including exemptions from Dividend Distribution Tax (DDT) and Minimum Alternative Tax (MAT). The tax rate for LLPs is also generally lower than that for companies.

5. No Minimum Capital Requirement

There is no minimum capital requirement for forming an LLP in India. Partners can incorporate an LLP with as little as Rs. 2000 as the total capital contribution.

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Disadvantage of Limited Partnership

1. Difficulties in Raising Capital

LLPs face challenges in raising capital due to the absence of equity shares or shareholders. This structure makes it less attractive to angel investors and venture capitalists, who prefer investing in entities where they can acquire equity stakes. Additionally, LLPs cannot issue Initial Public Offerings (IPOs) to raise funds from the public.

2. Complex Dissolution Process:

Winding up or dissolving an LLP involves a lengthy and complex process, typically taking a minimum of three months. The dissolution process requires extensive document filing and compliance with numerous legal obligations. This extended timeline and the tedious procedures can make dissolving an LLP particularly challenging.

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Various Forms of Limited Partnership in India

Types of LLP Forms in India

1. FiLLiP Form

Used for the incorporation of LLP in India.‍

2. Run LLP

Utilized for reserving a name for the LLP.

3. Form 3‍

Provides details regarding the LLP Agreement.

4. Form 8

Contains the Statement of Account & Solvency.

5. Form 11

Compiles the Annual Return of LLP.

6. Form 24

This form is an application to the Registrar of Companies (ROC) for striking off the name of LLP.

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Compliances for Limited Liability Partnership

For Partners

• A minimum of two partners is required to form an LLP, with typically no upper limit on the maximum number of partners.

For Limited Liability Partnership

1. LLP Agreement Filing: File the LLP agreement within 30 days of incorporation to avoid a penalty of Rs. 100/day for non-compliance.
2. Form DIR3 Filing: File Form DIR3 for DIN allotment in case of an existing company.
3. Annual Statements Filing: File two annual statements for Annual Return (Form 11) and Statement of Accounts and Solvency (Form 8), respectively.
4. Income Tax Return (ITR) Filing: Sign, verify, and file the Income Tax Return (ITR) annually.
5. Contribution Deposit: Partners must deposit their contributions into the relevant bank account within the specified time frame, based on their shareholding capacity.
6. GST Registration: Obtain GST registration as per the GST Act, which is a legal compulsion.
7. Audit Requirement: Audit your accounts through Chartered Accountants (CAs) if the annual turnover exceeds Rs. 40 lakhs or the contribution surpasses Rs. 25 lakhs of the threshold limit.

Minimum Capital Requirement

• There is no minimum capital requirement for registering an LLP. Partners can mutually determine the capital amount within their LLP agreement based on the agreed-upon ratio. An initial capital of Rs. 10,000 is often recommended as a practical starting point for an LLP's financial operations.

Tax Rates

1. Limited Liability Partnerships (LLPs) are subject to income tax at a fixed rate of 30% on their generated earnings.
2. A surcharge of 12% is levied on taxable income exceeding ₹1 Crore, in addition to the regular income tax amount.
3. Health and Education cess at 4% is levied on the total amount of income tax plus surcharge (if applicable).

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Cost of LLP Registration

The cost of registering a Limited Liability Partnership (LLP) can vary depending on several factors, including

1. Jurisdiction

The location where you're registering the LLP may influence registration fees.

2. Professional Fees

Charges for legal or professional services required for registration.

3. Number of Partners

The number of partners involved in the LLP.

4. Additional Services

Any optional services or add-ons selected during the registration process.

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For additional information or to initiate your LLP registration process, please contact us at info@jordensky.com.