11

LIMITED LIABILITY LIMITED LIABILITY PARTNERSHIPPARTNERSHIP

22

2. 2. Prominent DriversProminent Drivers

Bhat Committee (1972), Naik Committee (1992)Bhat Committee (1972), Naik Committee (1992)

Expert Committee on development of Small Sector Expert Committee on development of Small Sector Enterprises headed by Shri Abid Hussain (1997)Enterprises headed by Shri Abid Hussain (1997)

Study Group on development of Small Sector Study Group on development of Small Sector Enterprises headed by Dr.S.P.Gupta (2001)Enterprises headed by Dr.S.P.Gupta (2001)

Contd..Contd..

33

Contd..Contd..

Committee on regulation of private Committee on regulation of private companies and partnerships headed by companies and partnerships headed by Shri Naresh Chandra (2003)Shri Naresh Chandra (2003)

Committee on new Company Law - Committee on new Company Law - Dr.JJ Irani (2005)Dr.JJ Irani (2005)

4

3. 3. HistoryHistory Based on the recommendations of Expert Based on the recommendations of Expert

Committees, draft LLP Bill was formulatedCommittees, draft LLP Bill was formulated

Introduced in Rajya Sabha on 15-12-2006 Introduced in Rajya Sabha on 15-12-2006 as LLP Bill 2006as LLP Bill 2006

Referred to the Department Related Referred to the Department Related Parliamentary Standing Committee on Parliamentary Standing Committee on Finance for exmination and reportFinance for exmination and report

Contd..Contd..

5

Contd..Contd..

Committee submitted its recommendations to Committee submitted its recommendations to the House of Parliament on 27-11-2007the House of Parliament on 27-11-2007

The Government redrafted and finalized LLP The Government redrafted and finalized LLP Bill 2008 and introduced revised LLP Bill 2008 Bill 2008 and introduced revised LLP Bill 2008 in Rajya Sabha on 21-10-2008in Rajya Sabha on 21-10-2008

Bill was passed by Rajya Sabha on 24-10-Bill was passed by Rajya Sabha on 24-10-20082008

Contd..Contd..

6

Contd..Contd..

The Bill was passed by Lok Sabha on 12-The Bill was passed by Lok Sabha on 12-12-200812-2008

The President gave consent to the Bill on The President gave consent to the Bill on 7-1-20097-1-2009

LLP Rules, 2009 was notified in the LLP Rules, 2009 was notified in the Gazette on 1-4-2009. All rules notified Gazette on 1-4-2009. All rules notified except, Rules 32,33 and 38 to 40 relating except, Rules 32,33 and 38 to 40 relating to conversion of Firm/ Private company/ to conversion of Firm/ Private company/ Unlisted public companyUnlisted public company

77

4. 4. Pre-condition for Pre-condition for registering LLPregistering LLP

Object to do lawful business for profit ( no non-Object to do lawful business for profit ( no non-profit organization can be registered under LLP )profit organization can be registered under LLP )

Permissible namePermissible name

Minimum two partnersMinimum two partners

LLP Agreement if not available – Schedule I to LLP Agreement if not available – Schedule I to applyapply

Contd..Contd..

88

Contd..Contd..

Minimum two designated partners Minimum two designated partners having DPIN and given consenthaving DPIN and given consent

Consent of all partnersConsent of all partners

Submission of prescribed Submission of prescribed incorporation documentsincorporation documents

99

5. 5. Structure of LLP ActStructure of LLP Act

Chapter 1 -- Chapter 1 -- DefinitionDefinition

Entity includes firm set up under Indian Entity includes firm set up under Indian Partnership Act, 1932Partnership Act, 1932

Financial Year stipulated from 1Financial Year stipulated from 1stst April to 31 April to 31stst March except first Financial Year can be 18 March except first Financial Year can be 18 months if incorporated after 30months if incorporated after 30 thth September September

10

Chapter 2 -- Chapter 2 -- Nature of LLPNature of LLP

Legal entityLegal entity

Perpetual successionPerpetual succession

Indian Partnership Act, 1932 shall not Indian Partnership Act, 1932 shall not apply to LLPapply to LLP

Contd..Contd..

11

Contd..Contd.. Body Corporate may be partner in LLPBody Corporate may be partner in LLP

Disqualification for partnersDisqualification for partners

Minimum two partners, no maximum numberMinimum two partners, no maximum number

Minimum two designated partners who are liable Minimum two designated partners who are liable for compliance of the provisions of LLP and for compliance of the provisions of LLP and having DPINhaving DPIN

Contd..Contd..

12

Contd..Contd..

>>In the absence of minimum required In the absence of minimum required designated partner, every partner designated partner, every partner shall be designated partnershall be designated partner

1313

3. 3. Incorporation and Incorporation and Incidental mattersIncidental matters

Documents prescribed under LLP Rules to be filedDocuments prescribed under LLP Rules to be filed

Declaration of compliance to be filed by Company Declaration of compliance to be filed by Company Secretary/ Chartered Accountant/ Cost Accountant/ Secretary/ Chartered Accountant/ Cost Accountant/ Advocate and by one of the subscribersAdvocate and by one of the subscribers

Incorporation document include all details like Objects, Incorporation document include all details like Objects, names of partners etc.names of partners etc.

Contd..Contd..

1414

Contd..Contd..

On compliance, ROC to register LLP within 14 daysOn compliance, ROC to register LLP within 14 days

LLP has privilege to give an address other than LLP has privilege to give an address other than registered office for communication registered office for communication

Acronym LLP to be added to the name Acronym LLP to be added to the name

Name registration as applicable to company and similar Name registration as applicable to company and similar name to existing partnership firm also cannot be name to existing partnership firm also cannot be allowedallowed

Contd..Contd..

1515

Contd..Contd..

>> LLP registered with undesirable name LLP registered with undesirable name can be directed to change its name can be directed to change its name without any time limit, however, any without any time limit, however, any interested party can apply to ROC for interested party can apply to ROC for issue of direction within 24 months from issue of direction within 24 months from the date of registration for change of the date of registration for change of namename

1616

Chapter 4 -- Chapter 4 -- Partners and Partners and their relationstheir relations The mutual rights and duties determined The mutual rights and duties determined

as per Partnership Agreement failing which as per Partnership Agreement failing which Schedule I will applySchedule I will apply

Change to be intimated to ROCChange to be intimated to ROC

Any partner can resign in terms of LLP Any partner can resign in terms of LLP AgreementAgreement

Contd..Contd..

1717

Contd..Contd..

Cessation of partner does not exonerate Cessation of partner does not exonerate past liabilitypast liability

Resigned or ceased partner entitled for Resigned or ceased partner entitled for share of profits, return of capital share of profits, return of capital contribution after deduction of accumulated contribution after deduction of accumulated losseslosses

Similar right available to the legal heirSimilar right available to the legal heir

Contd..Contd..

1818

Contd..Contd..

A ceased partner can directly A ceased partner can directly intimate ROC, his cessation if he intimate ROC, his cessation if he believes that LLP will not intimate believes that LLP will not intimate ROC. In such cases, ROC shall obtain ROC. In such cases, ROC shall obtain confirmation from LLP within 15 days confirmation from LLP within 15 days and register thereof.and register thereof.

1919

Chapter 5 -- Chapter 5 -- Extent and Extent and Limitation of Liability of LLP Limitation of Liability of LLP and Partnersand Partners

Every partner liable to the agreed contributionEvery partner liable to the agreed contribution

LLP not bound by acts of any partner contrary to LLP not bound by acts of any partner contrary to LLP AgreementLLP Agreement

Liability of LLP to be met out of property of LLPLiability of LLP to be met out of property of LLP

A wrongful credit to LLP on account of A wrongful credit to LLP on account of misrepresentation by partner is acccountable by misrepresentation by partner is acccountable by LLPLLP

Contd..Contd..

2020

Contd..Contd..

Act of fraud on the part of partner Act of fraud on the part of partner will make the liability unlimitedwill make the liability unlimited

2121

Chapter 6 -- ContributionChapter 6 -- Contribution

Contribution can be either tangible or Contribution can be either tangible or intangibleintangible

Intangible contributions to be Intangible contributions to be accountable in monetary value as accountable in monetary value as per valuation of Chartered per valuation of Chartered AccountantAccountant

Contribution as per LLP AgreementContribution as per LLP Agreement

2222

Chapter 7 -- Chapter 7 -- Financial Financial disclosuresdisclosures Appropriate books of accounts to be maintained on cash or Appropriate books of accounts to be maintained on cash or

accrual basis according to Double Entry Systemaccrual basis according to Double Entry System

Within 6 months from the end of financial year, statement of Within 6 months from the end of financial year, statement of account and solvency to be signed by designated partners only account and solvency to be signed by designated partners only and filed with ROCand filed with ROC

LLP Accounts to be audited as per Rules ( small companies LLP Accounts to be audited as per Rules ( small companies exempted from audit ) -- if turnover does not exceed Rs.40 exempted from audit ) -- if turnover does not exceed Rs.40 lakhs or turnover does not exceed Rs.25 lakhslakhs or turnover does not exceed Rs.25 lakhs

Contd..Contd..

2323

Contd..Contd.. Certification by Statutory AuditorCertification by Statutory Auditor

““It is hereby certified that I have verified the It is hereby certified that I have verified the particulars contained in the statement of account and particulars contained in the statement of account and insolvency including the statement of assets and insolvency including the statement of assets and liabilities as at _____ and the income and expenditure liabilities as at _____ and the income and expenditure for the period ended ______ from the accounting for the period ended ______ from the accounting records and other books and papers of _______ records and other books and papers of _______ ( Name of LLP) and found them to be true and fair”( Name of LLP) and found them to be true and fair”

Name of the AuditorName of the Auditor

2424

Contd..Contd..

LLP to file Annual Return within 60 days of closure LLP to file Annual Return within 60 days of closure of Financial Yearof Financial Year

LLP documents are available for public inspectionLLP documents are available for public inspection

Any false statement in financial statements or other Any false statement in financial statements or other documents will attract two years imprisonment and documents will attract two years imprisonment and penaltypenalty

Contd..Contd..

2525

Contd..Contd..

ROC has power to call for information both ROC has power to call for information both from existing partners/ employees and past from existing partners/ employees and past partners/ employeespartners/ employees

2626

Chapter 8 -- Chapter 8 -- Assignment and Assignment and transfer of partnership transfer of partnership rightsrights

Economic rights are transferable such as Economic rights are transferable such as share in profit, right to receive distributionshare in profit, right to receive distribution

Transfer of economic right itself does not Transfer of economic right itself does not result in cessation of partnershipresult in cessation of partnership

2727

Chapter 9 - Chapter 9 - InvestigationInvestigation

Central Government can appoint Central Government can appoint inspectors on directions of NCLTinspectors on directions of NCLT

On directions of Court having On directions of Court having jurisdiction on the companyjurisdiction on the company

Based upon report of ROCBased upon report of ROC

Contd..Contd..

2828

Contd..Contd..

Application to be made by partners having Application to be made by partners having 1/51/5thth of the total partners of the total partners

Investigation of related entitiesInvestigation of related entities

Inspector has powers similar to that of Inspector has powers similar to that of Companies ActCompanies Act

Provisions for recovery of damages from Provisions for recovery of damages from partners in respect of fraud, misfeasance, partners in respect of fraud, misfeasance, misconduct under Recovery of propertymisconduct under Recovery of property

2929

Chapter 10 -- Chapter 10 -- Conversion Conversion into LLPinto LLP

A Partnership firm under the Indian Partnership Act, A Partnership firm under the Indian Partnership Act, 1932, may be converted into LLP as per IInd 1932, may be converted into LLP as per IInd ScheduleSchedule

(a)(a) Properties, assets etc. vest in the LLP Properties, assets etc. vest in the LLP without without further act, assurance or deedfurther act, assurance or deed

A firm may be a registered one under the Indian A firm may be a registered one under the Indian Partnership Act, 1932 or may not be registeredPartnership Act, 1932 or may not be registered

Contd..Contd..

3030

Contd..Contd..

If registered under the Indian Partnership Act, 1932, give If registered under the Indian Partnership Act, 1932, give intimation to Registrar of Firms/ ROC within 15 days after the date intimation to Registrar of Firms/ ROC within 15 days after the date of registrationof registration

Registrar’s refusal is appelable to CLB/NCLTRegistrar’s refusal is appelable to CLB/NCLT

All pending proceedings against the firm shall continue against All pending proceedings against the firm shall continue against LLPLLP

All licenses, approvals granted to partnership firm will continue All licenses, approvals granted to partnership firm will continue with LLPwith LLP

Contd..Contd..

3131

Contd..Contd..

If any partner of the erstwhile firm discharges any If any partner of the erstwhile firm discharges any liability, he is liable to be fully indemnified in terms of liability, he is liable to be fully indemnified in terms of LLP AgreementLLP Agreement

LLP shall ensure for 12 months disclosing on letter LLP shall ensure for 12 months disclosing on letter head and documents that it was convertedhead and documents that it was converted

All existing partners of the firm should also be partners All existing partners of the firm should also be partners of LLPof LLP

Contd..Contd..

3232

Contd..Contd..

(b)(b) Private company can convert into LLP as per IIIrd SchedulePrivate company can convert into LLP as per IIIrd Schedule

No subsisting security interest in assets at the time of No subsisting security interest in assets at the time of applicationapplication

All existing shareholders should also be partners of LLPAll existing shareholders should also be partners of LLP

On incorporation as LLP, intimate to the concerned ROC within On incorporation as LLP, intimate to the concerned ROC within 15 days. The company shall be deemed to be dissolved from 15 days. The company shall be deemed to be dissolved from the records of ROC on the date of registration of LLPthe records of ROC on the date of registration of LLP

Contd..Contd..

3333

Contd..Contd..

All tangible and intangible assets will vest in All tangible and intangible assets will vest in LLP without any act, assurance or deedLLP without any act, assurance or deed

All proceedings, contracts, agreements, deeds All proceedings, contracts, agreements, deeds in relation to erstwhile private company to in relation to erstwhile private company to continue with LLPcontinue with LLP

LLP shall ensure for a period of 12 months to LLP shall ensure for a period of 12 months to disclose in all correspondence that it was a disclose in all correspondence that it was a private companyprivate company

3434

Contd..Contd..

©© An unlisted public company may convert into LLP as per An unlisted public company may convert into LLP as per Schedule IVSchedule IV

No subsisting security interest in any asset of public limited No subsisting security interest in any asset of public limited companycompany

All shareholders of Unlisted Public Limited company continue as All shareholders of Unlisted Public Limited company continue as partnerspartners

The concerned ROC to be informed within 15 days about the The concerned ROC to be informed within 15 days about the conversionconversion

Contd..Contd..

3535

Contd..Contd..

The Unlisted Public Limited company shall stand The Unlisted Public Limited company shall stand dissolved on the date of registration of LLPdissolved on the date of registration of LLP

All tangible and intangible assets will be vested in LLP All tangible and intangible assets will be vested in LLP

All proceedings, contracts etc. of the erstwhile Unlisted All proceedings, contracts etc. of the erstwhile Unlisted Public Limited company shall continue with LLP Public Limited company shall continue with LLP including approvals, licenses etc.including approvals, licenses etc.

Contd..Contd..

3636

Contd..Contd..

>> The LLP shall ensure for a period of 12 The LLP shall ensure for a period of 12 months from the date of registration to months from the date of registration to disclose the intimation of erstwhile disclose the intimation of erstwhile Unlisted Public Limited Company in all Unlisted Public Limited Company in all correspondence etc.correspondence etc.

3737

Chapter 11 -- Chapter 11 -- Foreign LLPForeign LLP

Same as in the Companies Act, 1956Same as in the Companies Act, 1956

3838

Chapter 12 - Chapter 12 - Compromise, Compromise, Arrangement and Arrangement and Reconstruction of LLPReconstruction of LLP Similar to Companies Act, 1956Similar to Companies Act, 1956

3939

Chapter 13 -- Chapter 13 -- Winding up and Winding up and DissolutionDissolution

Similar to Companies Act, 1956Similar to Companies Act, 1956

Separate Rules will be framed for Separate Rules will be framed for dissolution of LLPdissolution of LLP

4040

Chapter 14 -- Chapter 14 -- MiscellaneousMiscellaneous A partner can have transaction with LLP and no A partner can have transaction with LLP and no

restriction regarding Related Party transactionsrestriction regarding Related Party transactions

Central Government can give special exemptions to Central Government can give special exemptions to LLPLLP

Information Technology Act incorporated in LLP -- Information Technology Act incorporated in LLP -- digitally signed documents and electronic documents digitally signed documents and electronic documents admissible as evidence in the Courtadmissible as evidence in the Court

Contd..Contd..

4141

Contd..Contd..

Any document can be filed up to a period of Any document can be filed up to a period of 300 days delay with prescribed additional fee 300 days delay with prescribed additional fee -- after 300 days liable for prosecution in -- after 300 days liable for prosecution in addition to additional feeaddition to additional fee

Until constitution of NCLT, CLB shall Until constitution of NCLT, CLB shall exercise powers except relating to winding up, exercise powers except relating to winding up, compromises and arrangement etc. which shall compromises and arrangement etc. which shall be exercised by High Courtbe exercised by High Court

4242

Contd..Contd..

Partner other than designated partner also liable if Partner other than designated partner also liable if connivance is proved or negligence establishedconnivance is proved or negligence established

A Metropolitan Magistrate, Judicial/ Ist Class A Metropolitan Magistrate, Judicial/ Ist Class Magistrate have jurisdiction regarding LLP LitigationMagistrate have jurisdiction regarding LLP Litigation

Separate regulation by way of rules exhaustively Separate regulation by way of rules exhaustively govern every area of operation of LLP.govern every area of operation of LLP.

4343

LLP RulesLLP Rules

DPIN to be obtained for each designated partner. -- DPIN to be obtained for each designated partner. -- Provisional DIN valid for 60 daysProvisional DIN valid for 60 days

The fee payable to ROC can be paid by cash or directly The fee payable to ROC can be paid by cash or directly into Public Account of India maintained by RBI or any into Public Account of India maintained by RBI or any authorized bankauthorized bank

Provided -- where the e-forms are filed electronically, Provided -- where the e-forms are filed electronically, payment of fees shall be through credit card or internet payment of fees shall be through credit card or internet banking or remittance at the authorized bank counterbanking or remittance at the authorized bank counter

Contd..Contd..

4444

Contd..Contd..

Following persons are not eligible for terming as Following persons are not eligible for terming as designated partners :designated partners :

(i)(i) Undischarged InsolventUndischarged Insolvent(ii)(ii) Adjudged insolvent at any time within preceding 5 Adjudged insolvent at any time within preceding 5

yearsyears(iii)(iii) Suspended payment to creditors within preceding 5 Suspended payment to creditors within preceding 5

yearsyears(iv)(iv) Is or has been affected by the Court of Law in any Is or has been affected by the Court of Law in any

business involving moral turpitude and sentenced to business involving moral turpitude and sentenced to imprisonment for not less than 6 monthsimprisonment for not less than 6 months

Contd..Contd..

4545

Contd..Contd..

Document can be served on LLP or Partner either Document can be served on LLP or Partner either electronically or through courier electronically or through courier

LLP can give an address other than registered office for LLP can give an address other than registered office for communication/ service of documentscommunication/ service of documents

LLP can shift its registered office from one place to LLP can shift its registered office from one place to another as per partnership agreement, in the absence of another as per partnership agreement, in the absence of any such agreement – consent of all partners required any such agreement – consent of all partners required for shifting registered officefor shifting registered office

Contd..Contd..

4646

Contd..Contd..

If the shifting of registered office is from one State to If the shifting of registered office is from one State to another, not less than one month before filing any notice another, not less than one month before filing any notice with ROC, LLP to publish general notice in English and with ROC, LLP to publish general notice in English and Vernacular language in the District in which the Vernacular language in the District in which the registered office is situatedregistered office is situated

The guidelines similar to those stated u/s 20 of the The guidelines similar to those stated u/s 20 of the Companies Act, 1956 have been incorporated in LLP Companies Act, 1956 have been incorporated in LLP Rules for availability of name with the addition that there Rules for availability of name with the addition that there should not be similar name, vis-à-vis existing partnership should not be similar name, vis-à-vis existing partnership firm under the Indian Partnership Act, 1932.firm under the Indian Partnership Act, 1932.

Contd..Contd..

4747

Contd..Contd..

If the proposed name includes Company If the proposed name includes Company Secretary, Chartered Accountant or Advocate or Secretary, Chartered Accountant or Advocate or any other profession, NOC from the Council any other profession, NOC from the Council governing the Institute or such authority should governing the Institute or such authority should be submitted.be submitted.

Foreign LLP can reserve its name in India for 3 Foreign LLP can reserve its name in India for 3 years and may also renew years and may also renew

Contd..Contd..

4848

Contd.Contd.

In other circumstances, the availed name will be In other circumstances, the availed name will be reserved for 3 months from the date of reserved for 3 months from the date of availability of nameavailability of name

Aggrieved entity can apply to ROC for issue of Aggrieved entity can apply to ROC for issue of direction to the existing LLP to change its name direction to the existing LLP to change its name with the details of groundswith the details of grounds

Contd..Contd..

4949

Contd..Contd..

LLP can change its name as per terms of partnership LLP can change its name as per terms of partnership agreement, failing which, consent of all partners is agreement, failing which, consent of all partners is requiredrequired

Contribution of a partner can be tangible, cash, movable Contribution of a partner can be tangible, cash, movable or immovable or intangible property in which case, or immovable or intangible property in which case, valuation shall be done by practicing Chartered valuation shall be done by practicing Chartered Accountant or practicing Cost Accountant or approved Accountant or practicing Cost Accountant or approved valuer -- Intangible assets can be quantified in monitory valuer -- Intangible assets can be quantified in monitory valuevalue

Contd..Contd..

5050

Contd..Contd..

LLP to maintain books of accounts to disclose LLP to maintain books of accounts to disclose true and correct state of affairs of LLPtrue and correct state of affairs of LLP

Statement of Account and Solvency to be signed Statement of Account and Solvency to be signed by designated partnersby designated partners

Books of accounts to be maintained for 8 yearsBooks of accounts to be maintained for 8 years

Contd..Contd..

5151

Contd..Contd..

Statement of Account and Solvency to be filed Statement of Account and Solvency to be filed within 30 days from the end of 6 months of the within 30 days from the end of 6 months of the Financial YearFinancial Year

Accounts to be audited by Chartered Accounts to be audited by Chartered Accountant. Statutory Audit not required if the Accountant. Statutory Audit not required if the turnover does not exceed Rs.40 lakhs or turnover does not exceed Rs.40 lakhs or Contribution does not exceed Rs.25 lakhsContribution does not exceed Rs.25 lakhs

Contd..Contd..

5252

Contd..Contd..

Exempted LLPs accounts should be certified by Exempted LLPs accounts should be certified by the designated partnersthe designated partners

Auditors of LLP to be appointed by designated Auditors of LLP to be appointed by designated partners within 30 days before the end of partners within 30 days before the end of Financial Year Financial Year

Auditor to be appointed by partners on failure of Auditor to be appointed by partners on failure of appointment by designated partnersappointment by designated partners

Contd..Contd..

5353

Contd..Contd..

Remuneration of auditor will be determined by persons Remuneration of auditor will be determined by persons appointing auditorappointing auditor

Auditor can resign by submitting his resignation along Auditor can resign by submitting his resignation along with reasons – if no reasons, the same should be statedwith reasons – if no reasons, the same should be stated

The auditor can be removed in terms of partnership The auditor can be removed in terms of partnership agreement -- If silent, with the consent of all the partnersagreement -- If silent, with the consent of all the partners

Contd..Contd..

5454

Contd..Contd..

LLP to file Annual Return duly certified by LLP to file Annual Return duly certified by practicing Company Secretarypracticing Company Secretary

Every e-form filed by LLP with prescribed fees Every e-form filed by LLP with prescribed fees through the website maintained by MCAthrough the website maintained by MCA

ROC to issue certificate electronically unless ROC to issue certificate electronically unless ROC is unable to issue, physical certificate can ROC is unable to issue, physical certificate can be issued under his signature and sealbe issued under his signature and seal

Contd..Contd..

5555

Contd..Contd..

ROC to process e-forms within 120 days of filingROC to process e-forms within 120 days of filing

Defects pointed out to be rectified within 30 days by LLPDefects pointed out to be rectified within 30 days by LLP

If defects not rectified within the stipulated time, e-form If defects not rectified within the stipulated time, e-form will be treated as “Invalid and Not taken on Record”will be treated as “Invalid and Not taken on Record”

STP forms will be scrutinized and if found defective, will STP forms will be scrutinized and if found defective, will be marked as Invalid by ROC and LLP to file fresh formbe marked as Invalid by ROC and LLP to file fresh form

Contd..Contd..

5656

Contd..Contd..

The process of examining and registering of e-The process of examining and registering of e-forms to be done within 120 daysforms to be done within 120 days

Striking off of name of defunct company -- If a Striking off of name of defunct company -- If a company is not carrying on business or in company is not carrying on business or in operation for more than one year, the name can operation for more than one year, the name can be struck off -- however, an opportunity will be be struck off -- however, an opportunity will be given to LLP before strike offgiven to LLP before strike off

Contd..Contd..

5757

Contd..Contd..

LLPs covered by special legislation, NOC LLPs covered by special legislation, NOC required from RBI/ such authorityrequired from RBI/ such authority

Notice of strike off will be placed in the MCA Notice of strike off will be placed in the MCA websitewebsite

On expiry of period, LLP will be struck off by a On expiry of period, LLP will be struck off by a notification in the Official Gazettenotification in the Official Gazette

Contd..Contd..

5858

Contd..Contd..

Liability of every designated partner shall Liability of every designated partner shall continue as if LLP was not dissolvedcontinue as if LLP was not dissolved

Any person aggrieved by the decision of Any person aggrieved by the decision of ROC can appeal to CLB before the expiry ROC can appeal to CLB before the expiry of 5 years from the date of publication in of 5 years from the date of publication in the Official Gazettethe Official Gazette

59

E-formsE-formsForm 1Form 1 Availability of name with Availability of name with

declaration attached digitally declaration attached digitally signed by applicantsigned by applicant

Form 2Form 2 Form of Incorporation DocumentForm of Incorporation Document

60

Contd..Contd..

Form 3Form 3 Intimation with regard to LLP Intimation with regard to LLP Agreement and Changes if anyAgreement and Changes if any

Form 4Form 4 Notice of appointment of partner, Notice of appointment of partner, designated partner and changes designated partner and changes among them to be filed by LLP with among them to be filed by LLP with ROCROC

61

Contd..Contd..

Form 5Form 5 Notice of Change of NameNotice of Change of Name

Form 6Form 6 Intimation of change in partner/ Intimation of change in partner/ partners to LLP by partner -- partners to LLP by partner -- accompanied by declarationaccompanied by declaration

62

Contd..Contd..

Form 7Form 7 Application for allotment of DPIN Application for allotment of DPIN accompanied by declarationaccompanied by declaration

Form 8Form 8 Filing of statement of accounts Filing of statement of accounts and solvency -- accompanied by and solvency -- accompanied by declaration of solvency -- declaration of solvency -- statement of assets and liabilities statement of assets and liabilities duly signed by designated duly signed by designated partners -- Addendum – partners -- Addendum – intimating charge particularsintimating charge particulars

63

Contd..Contd..

Form 9Form 9 Consent to act as designated Consent to act as designated partner accompanied by partner accompanied by declarationdeclaration

Form 10Form 10 Intimation of change in particulars Intimation of change in particulars of designated partners of designated partners accompanied by declarationaccompanied by declaration

64

Contd..Contd..

Form 11Form 11 Annual Return of LLP signed by Annual Return of LLP signed by designated partner with designated partner with verification and certified by verification and certified by practicing Company Secretary --If practicing Company Secretary --If total turnover exceeds Rs.5 crore total turnover exceeds Rs.5 crore or contribution exceeds Rs.50 or contribution exceeds Rs.50 lakhslakhs

Form 12Form 12 Intimating address other than Intimating address other than registered office for service of registered office for service of documents -- certified by documents -- certified by designated partnersdesignated partners

65

Contd..Contd..

Form Form 1313

Notice of resignation sent to other Notice of resignation sent to other partnerspartners

Form Form 1414

Intimation to the Registrar of Firms/ Intimation to the Registrar of Firms/ ROC of conversion into LLPROC of conversion into LLP

66

Contd..Contd..

Form Form 1515

Notice of change of place of Notice of change of place of registered office accompanied by registered office accompanied by certificate of designated partner certificate of designated partner and certified by practicing company and certified by practicing company secretarysecretary

Form Form 1616

Certificate of IncorporationCertificate of Incorporation

67

Contd..Contd..

Form Form 1717

Application by Firm for conversion Application by Firm for conversion into LLP -- attachment containing into LLP -- attachment containing consent of partners -- NOC from consent of partners -- NOC from Tax Authorities -- Consent of all Tax Authorities -- Consent of all creditors -- approval from any creditors -- approval from any authority accompanied by authority accompanied by declaration of designated partner declaration of designated partner and certificate of practicing and certificate of practicing Company SecretaryCompany Secretary

Form Form 1818

Application by private company/ Application by private company/ unlisted public company for unlisted public company for conversion to LLP accompanied by conversion to LLP accompanied by attachments like NOC from Tax attachments like NOC from Tax Authorities -- consent of all Authorities -- consent of all creditors -- approval from other creditors -- approval from other authority and further accompanied authority and further accompanied by declaration and certificate of by declaration and certificate of practicing company secretarypracticing company secretary

68

Contd..Contd..

Form 19Form 19 Certificate of registration on Certificate of registration on conversionconversion

Form 20Form 20 Summons for directions to Summons for directions to convene meeting approving convene meeting approving scheme of arrangement/ scheme of arrangement/ amalgamationamalgamation

69

Contd..Contd..

Form 21Form 21 Affidavit in support of summonsAffidavit in support of summons

Form 22Form 22 Notice of intimation of order of Notice of intimation of order of Court/ CLBCourt/ CLB

70

Contd..Contd..

Form 23Form 23 Application for direction for Application for direction for change of name of LLPchange of name of LLP

Form 24Form 24 Application to ROC for striking off Application to ROC for striking off namename

71

Contd..Contd..

Form 25Form 25 Application for reservation/ Application for reservation/ renewal of name by Foreign LLP/ renewal of name by Foreign LLP/ Foreign companyForeign company

Form 26Form 26 Form of ProxyForm of Proxy

72

Contd..Contd..

Form 27Form 27 Form for registration of particulars Form for registration of particulars by Foreign LLPby Foreign LLP

Form 28Form 28 Notice of Change in constitution/ Notice of Change in constitution/ registered office, partners details registered office, partners details by Foreign LLP by Foreign LLP

73

Form 29Form 29 Alteration in the Alteration in the Certificate of Certificate of Incorporation of Incorporation of Foreign LLP – Foreign LLP – alteration in the alteration in the place of Foreign place of Foreign LLPLLP

74

Form 30Form 30 Certificate for establishment of Certificate for establishment of place of business in India by place of business in India by Foreign LLPForeign LLP

Form 31Form 31 Application for compounding of Application for compounding of offences under the Actoffences under the Act

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Fee DetailsFee Details

Incorporation -- Ranging from 500 to 5000 Incorporation -- Ranging from 500 to 5000 with contribution ranging from 1 lakh to 10 with contribution ranging from 1 lakh to 10 lakhs and above as against Rs.4000 to lakhs and above as against Rs.4000 to Rs.2 crores in the case of Companie under Rs.2 crores in the case of Companie under the Companies Act, 1956the Companies Act, 1956

Filing fees -- Ranging from 50 to 200 for Filing fees -- Ranging from 50 to 200 for contribution from Rs.l lakh to Rs.10 lakhs contribution from Rs.l lakh to Rs.10 lakhs and above as against Rs.100 to Rs.500 in and above as against Rs.100 to Rs.500 in the case of companies under the the case of companies under the Companies Act, 1956Companies Act, 1956

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Application for Name Availability -- Application for Name Availability -- Rs.200/- Rs.200/-

for reservation of name by Foreign for reservation of name by Foreign Body Corporate -- Rs.10,000/- Body Corporate -- Rs.10,000/-

for Renewal – Rs.5000/-for Renewal – Rs.5000/-

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UpdatesUpdates For Limited Liability Partnership Registration a separate website For Limited Liability Partnership Registration a separate website

www.llp.gov.inwww.llp.gov.in was created by the Ministry was created by the Ministry

Limited Liability Partnership Registration will be done by the Limited Liability Partnership Registration will be done by the Registrar, New DelhiRegistrar, New Delhi

O/o.The Registrar,O/o.The Registrar,Limited Liability PartnershipsLimited Liability PartnershipsMinistry of Corporate Affairs, 3Ministry of Corporate Affairs, 3rdrd Floor, Floor,““Paryavaran Bhawan”, CGO Complex,Paryavaran Bhawan”, CGO Complex,Lodhi Road, Lodhi Road, NEW DELHI (INDIA) – 110 003NEW DELHI (INDIA) – 110 003

Tel No. 011-24362139Tel No. 011-24362139

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Contd..Contd..

Contact Person for obtaining any Contact Person for obtaining any information/ queries regarding LLP information/ queries regarding LLP RegistrationRegistration

Santosh.kumar@mca.gov.inSantosh.kumar@mca.gov.in, , oandm.dca@sb.nic.inoandm.dca@sb.nic.in

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PRESENTED BY

HENRY RICHARD