What is LLP?

Limited Liability Partnership is a corporate entity registered under Limited Liability Partnership Act, 2008. It is a form of partnership firm that enjoys limited liability. It is a hybrid form of a partnership that includes the features of a company. Compliances for a company are applicable to LLP.

What are those business activities for which an LLP needs a prior authority from regulatory authorities?

Activities including banking, venture capital, stock exchange, asset management, mutual fund, architecture, merchant banking, securitisation and reconstruction, chit fund and non-banking financial activities require the prior permission from the regulatory body.

What are the ineligibilities of a designated partner?

• If he is declared unsound mind by the prescribed court.
• Is undischarged insolvent
• Has applied for insolvency and application is pending.

Can a Foreigner become a partner in LLP?

Yes. Provided minimum one partner is required to be an Indian citizen and resident in a previous calendar year.

Is Foreign Direct Investment is allowed in LLP?

Foreign Direct Investment is approved under the automatic route where 100% FDI is permitted. In Electronic System Design & Manufacturing( ESDM ) Sector, 100% FDI is allowed in LLP under the government route is approved, however, an investment in manufacturing of defence electronics and Brownfield investments in medical devices making are not allowed. In a Government Route, the applications are considered by the Foreign Investment Promotion Board (FIPB).

Who are required to file their DSC as per the LLP Act?

Only one designated partner is required to file DSC for e-filing purposes.

Can I become a partner in a Limited Liability Partnership if I am already in employment?

Yes, there is no such legal constraint in the LLP Act if not restricted by the employment agreement. All you need to do is check your employment agreement because it may limit you from becoming a partner in an LLP during the employment.

Can a partnership firm convert itself into LLP?

An existing partnership firm can be converted into LLP by complying with the Provisions of clause 58 and Schedule II of the LLP Act. Form 17 needs to be filed along with Form 2 for such conversion and incorporation of LLP.

Is the conversion of LLP into a Private Limited Company possible?

LLP Act, 2008 and Companies Act, 2013, both do not have any provision regarding the conversion of an LLP into a Private Limited Company. You can only incorporate a new private limited company with the same name for which a no objection certificate is required by the LLP.

Does one have to present physically to incorporate an LLP?

No, the whole incorporation process is online. You can send the scanned copy of all the required incorporation documents via e-mail. All the forms and documents are filed electronically and even signed digitally.

How many partners can form an LLP? Is there any maximum limit?

As per LLP Act, 2008 a minimum of two partners can incorporate an LLP. There is no maximum limit for the partners.

What are the rights and duties of a designated partner?

The rights and duties of a designated partner are governed by LLP Agreement executed between them as per the Act.

Can a Foreign LLP establish a business in India?

Yes by filing Form 27 with the ROC a foreign LLP can establish a business in India. The form shall include details of Foreign LLP incorporation, designated partners and minimum two authorized representatives for compliances under Act.

What is the provision for stamp duty payment on LLP Agreement under LLP Act, 2008?

Stamp duty is payable under State Stamp Act of the state in which the LLP is registered. Stamp duty on LLP Agreement is not to be paid on MCA portal.

Is it mandatory that all the designated partners have to be the partners of the LLP?

As per the general rule, every designated partner of an LLP must also be the partner of an LLP. However, there are some exceptions to the general rule:

• If the partners of the LLP are a body corporate then in such case the nominees of the bodies corporate can act as a designated partner.
• If the LLP agreement specifies certain persons to be a designated partners in an LLP without being a partner in the same LLP than such people can act as a designated partner.

Is it mandatory to register the LLP Agreement with the ROC?

Yes. The execution and filing of the LLP Agreement are mandatory under the Act.

Can an LLP register on the residential address?

You don't need a proper office to incorporate an LLP. You can register your residential address as a registered place of your business with MCA for which some address proof along with the NOC (No Objection Certificate) has to be filed with the prescribed form.

Can LLP be formed without entering into LLP Agreement?

In the absence of LLP Agreement provisions of Schedule I to the LLP Act, 2008 are applicable. Provided the agreement is mandatory if you want to exclude few provisions of Schedule I or wish to exclude it completely.

What are the advantages of forming LLP?

• Incorporation of LLP involves low cost
• It inhibits the features of both a partnership firm and a company.
• Unlike a company, LLP can be formed with minimum two designated partners without any maximum limit.
• Audit is not mandatory unless an LLP has a turnover exceeds Rs.40 lakhs and capital contribution exceeds Rs. 25 lakhs
• Personal assets of the partners are secured, as LLP have the feature of limited liability. As compared to the traditional partnership, liability of each partner is limited to his share as mentioned in the agreement.
• Fewer compliances as there is no requirement to maintain any statutory records except books of accounts.