Taxmann's LLP Law Manual

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Guide to Limited Liability Partnership Act, 2008

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List of Notifications

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List of Circulars

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DIVISION ONE LIMITED LIABILITY PARTNERSHIP ACT, 2008

Arrangement of Sections

1.3

Text of Limited Liability Partnership Act, 2008 as amended by Limited Liability Partnership (Amendment) Act, 2021

1.7

Limited Liability Partnership (Amendment) Act, 2021 Subject Index

1.61 1.75

DIVISION TWO LIMITED LIABILITY RULES 2.1 LIMITED LIABILITY PARTNERSHIP RULES, 2009

Arrangement of Rules

2.3

Text of Limited Liability Partnership Rules, 2009 as amended upto date

2.9

I-5

CONTENTS

I-6 PAGE

2.2 LIMITED LIABILITY PARTNERSHIP (WINDING UP AND DISSOLUTION) RULES, 2012

Arrangement of Rules

2.191

Text of Limited Liability Partnership (Winding up and Dissolution) Rules, 2012

2.205

2.3 LIMITED LIABILITY PARTNERSHIP (SIGNIFICANT BENEFICIAL OWNERS) RULES, 2023

Arrangement of Rules

2.437

Text of Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023

2.439

DIVISION THREE CIRCULARS AND NOTIFICATIONS

Text of Circulars and Notifications

3.3

DIVISION FOUR FOREIGN DIRECT INVESTMENT IN LIMITED LIABILITY PARTNERSHIP

Para 3.2-4 of FDI Policy Circular No. DPIIT Circular F. No. 5(2)/2020-FDI Policy, dated 15-10-2020

4.3

Rules 2(af), 6 and Schedule VI of Foreign Exchange Management (Non-Debt Instruments ) Rules, 2019

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

1. Introduction Major forms of business organisation are proprietary firm, partnership firm under Indian Partnership Act and company under Companies Act. Proprietary firm has limitation in growth and does not have perpetual succession.

Partnership form of organisation provides flexibility of operations and limited growth potential. However, its basic disadvantage is unlimited liability and the fact that partners are agents of partnership firm as well as other partners, since act of partner binds partnership firm which in turn binds other partners also.

2. Rigidity in Companies Act Companies Act does remove defect of unlimited liability but over the years, lot of rigidity has entered the Companies Act. There are many restrictions on managerial remuneration, loans, investments, guarantees, selling agents, contracts where directors are related etc. Many procedural formalities like registration of charges, periodic meetings and filing of numerous documents with ROC is required. Many statutory registers and records are to be maintained.

This rigidity is acceptable and indeed required when public money is involved i.e. in case of listed companies. However, in case of private companies and small public companies, these restrictions reduce flexibility in operations and increase administration costs.

Solution - The solution is provided in form of LLP, major portion of which has become effective from 1-4-2009.

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

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3. LLP is ideal blend of partnership and company You mix Companies Act and Indian Partnership Act, remove all defects of traditional partnership firm, remove all procedural hassles and rigidity in Companies Act, keep good points of both Indian Partnership Act and Companies Act and what you have is Limited Liability Partnership! This, in brief, is the description of Limited Liability Partnership Act, 2008.

LLP is excellent hybrid of Partnership Act and Companies Act. LLP is a very good substitute to formation of a private limited company.

LLP may not be a good substitute for small family owned partnerships, but will be excellent tool for professional or purely business partnerships.

Even in case of small partnerships, in certain situations, LLP may be a good option. If the proposed activity is of manufacture, service providers, import/export etc.; there can be a sudden huge tax liability. if some unexpected tax demand comes. In such cases, LLP gives protection.

LLP is also a good alternative for partnerships where some of the partners are willing to provide finance but do not want to be saddled with unlimited liability which can accrue in case of traditional partnership firm.

Higher cost compared to normal partnership – Costs of running LLP are high compared to traditional partnership under Indian Partnership Act. Various documents are to be filed periodically with Registrar of LLP (Mostly, he is Registrar of Companies also) and accounts and records have to be maintained and audited.

Much fewer procedures - Procedures are much fewer compared to Companies Act. However, there is scope for further reduction in procedures.

4. Overview of contents of LLP Act The overview of contents of LLP Act, 2008 are as follows Chapter I

Preliminary

Sections 1 to 2

Chapter II

Nature of Limited Liability Partnership Sections 3 to 10

Chapter III

Incorporation of LLP and matters Sections 11 to 21 incidental thereto

Chapter IV

Partners and their relations

Chapter V

Extent and limitation of Liability of LLP Sections 26 to 31 and partners

Chapter VI

Contributions

Sections 32 to 33

Chapter VII

Financial Disclosures

Sections 34 to 41

Sections 22 to 25

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Chapter VIII

Assignment and Transfer of Partnership Section 42 rights

Chapter IX

Investigation

Sections 43 to 54

Chapter X

Conversion into LLP

Sections 55 to 58

Chapter XI

Foreign limited liability partnerships

Section 59

Chapter XII

Compromise, arrangement or recons- Sections 60 to 62 truction of limited liability partnerships

Chapter XIII

Winding up and dissolution

Sections 63 to 65

Chapter XIV

Miscellaneous

Sections 66 to 80

First Schedule Provisions regarding matters relating to mutual rights and duties of partners and LLP Second Schedule

Conversion from firm into LLP

-

Third Schedule

Conversion from private company into LLP

Fourth Schedule

Conversion from unlisted public company into LLP

LLP Rules, 2009 - ‘Limited Liability Partnership Rules, 2009’ are notified effective from 1-4-2009. These rules also contain provisions relating to conversion of firm or company to LLP [rules 32, 33, 38, 39 and 40]. These rules have also been made effective from 31-5-2009.

Annexure to the Rules prescribe fees payable for registration, filing of documents etc.

LLP (Winding up and Dissolution) Rules, 2012 notified on 10-7-2012 make provision for winding up and dissolution of LLP. Recent Amendments in LLP Law – LLP (Amendment) Act, 2021 has been notified and made effective from 1-4-2022. The amendments are mainly to align provisions of LLP Act with Companies Act. Correspondingly, LLP Rules have been amended. Some procedural changes have been made by amending LLP Rules on 4-3-2022.

Some provisions of Companies Act have been made applicable to LLP w.e.f. 11-2-2022.

5. LLP at a glance LLP is Good hybrid of partnership and company form of organi-

sation

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Removes defects of unlimited liability under partnership and

rigidity of provisions as prevalent under Company Law.

LLP has limited liability and perpetual succession.

LLP is a ‘body corporate’ having legal entity different from its

partners. It can hold property in its own name

Maximum flexibility in respect of internal management, remuner-

ation to partners, specific powers like management power or veto powers to some partners.

LLP can be formed for carrying out any lawful business with a

view to profit. Thus ideal for medium businesses, professionals, joint ventures but not available for charitable organisations.

A partner can bind LLP but cannot bind other partners. LLP Agree-

ment can curtail powers, duties and liabilities of some partners.

A company, LLP, foreign LLP and foreign company can be partner

of LLP [However, there would be difficulties in repatriation of profits or capital, unless FEMA provisions are amended].

Minimum two partners. No limit on maximum number of partners.

No restriction on number of LLPs of which a person can become

a partner.

Minimum two partners should be nominated as ‘designated part-

ners’ to fulfil statutory obligations under LLP Act. Other partners will not be normally held liable, except in case of fraud.

Procedure for incorporation of LLP is similar to incorporation of

Company.

Incorporation document (parallel to memorandum) and LLP

agreement (parallel to Articles of Association) is required to be filed electronically.

No formalities of board meetings, general meetings, registration

of charges, restrictions on managerial remuneration, issue and transfer of shares, election of directors, restrictions on powers of Board etc.

Accounts are to be maintained but small LLP may be exempt from

audit provisions.

Electronic Filing of annual return, statement of accounts and

solvency is required.

Change in partners is required to be reported within 30 days.

Concept of ‘holding out’ by partner incorporated.

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Provisions of reconstruction, amalgamation and compromise,

winding up, inspection and investigation are similar to those under Companies Act.

Existing partnership firms, private companies and unlisted compa-

nies can convert themselves into LLP. There will be no capital gains on such conversion to company or its shareholders if conditions as specified in section 47(xiib) of Income Tax Act are satisfied.

Further, issue relating to stamp duty is a cause of worry.

LLP will be taxed the same way as a partnership. The exception is

that a partner of partnership firm is liable personally for income tax liability of firm. In case of LLP, all partners are jointly and severally liable for income tax liability, but a partner can escape the liability if he proves that non-recovery cannot be attributed to any gross neglect, misfeasance or breach of any duty on his part.

Visit www.mca.gov.in for registration, filing of documents, instruc-

tion kit, write up on LLP etc.

6. Basic features of LLP Basic features of LLP are as follows Limited liability and perpetual succession - LLP is a body corporate having perpetual succession [Section 3(1) of LLP Act, 2008]. It is a legal entity separate from its partners [Section 3(2) of LLP Act, 2008].

Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership [Section 3(3) of LLP Act, 2008].

No partner is personally liable to liabilities of LLP except in case of fraud [Sections 27 and 28 of LLP Act, 2008]. Liability of LLP is not liability of individual partners.

LLP can be appointed as auditor, though LLP is ‘body corporate’ - A body corporate other than a Limited Liability Partnership registered under the LLP Act cannot be appointed as auditor - section 141(3) of Companies Act, 2013.

Partner of LLP is agent of LLP but not of other partners - Every partner of LLP is agent of LLP but not of other partners. Thus, he can bind LLP by his acts but cannot bind other partners.

Flexibility in operations of LLP - The LLP Act provides great flexibility in management and operations of LLP. In many of the cases, provision as contained in LLP Agreement prevails.

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Accounts and annual returns - Each LLP will have to maintain accounts.

It will have to prepare Statement of Account and Solvency. This statement and Annual Return is required to be filed with Registrar of LLP. The. LLP having turnover/contribution beyond prescribed limits will have to get their accounts audited by Chartered Accountant.

Ministry of Corporate Affairs is administrating ministry - Ministry of Corporate Affairs, Government of India is the administrating ministry.

Registrar of LLP ((Mostly, he is Registrar of Companies also) of respective State is the administrative authority where all documents are to be filed.

All thinking and concepts of company law have come in LLP since administrative ministry is same. Procedures regarding incorporation of LLP, e-filing of returns, inspection and investigation, reconstruction and amalgamation, compromise, winding up etc. are identical or similar to Companies Act. Indian Partnership Act does not apply - Provisions of Indian Partnership Act will not apply to LLP [Section 4 of LLP Act, 2008].

7. Small Limited Liability Partnership “Small limited liability partnership” means a limited liability partnership— (i) the contribution of which, does not exceed Rs. 25 lakh or such higher amount, not exceeding Rs. five crore, as may be prescribed; and (ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediately preceding financial year, does not exceed forty lakh rupees or such higher amount, not exceeding fifty crore rupees, as may be prescribed; or (iii) which meets such other requirements as may be prescribed, and fulfils such terms and conditions as may be prescribed – section 2(1)(ta) of LLP Act, inserted vide LLP Amendment Act, 2021 w.e.f. 1-4-2022.

The purpose is to provide relief in case of certain procedures. The penalty imposed on small LLP will be 50% of normal penalty under section 76A(3) (a) of LLP Act, inserted vide LLP (Amendment) Act, 2021 w.e.f. 1-4-2022.

8. Comparison between traditional partnership and LLP Traditional Partnership

Limited Liability Partnership Distinctions

Unlimited personal liability of each No personal liability of partner, except partner for dues of the partnership in case of fraud or if LLP Agreement firm. Personal property of each specifically provides. partner also liable.

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Traditional Partnership Written agreement not essential.

Limited Liability Partnership Incorporation document essential.

Partnership can be registered under LLP is incorporated under LLP Act. Partnership Act. Registration is not Incorporation is mandatory. mandatory.

Not a legal entity separate from its It is a legal entity separate from its partners partners, having perpetual succession Property cannot be held in name of Property can be held in name of LLP. partnership firm.

Partnership deed/agreement is ‘Incorporation Document’ is required executed. Even verbal agreement is to be executed. In addition, LLP valid.

Agreement is required in almost all cases, though such LLP agreement is not mandatory.

Documents are required to be filed Registrar of LLP (Mostly, he is Registrar with Registrar of Firms (of respective of Companies also) is the administrating State) authority.

Death of partner dissolves a firm, in Death of partner does not dissolve LLP. absence of agreement Minimum two and maximum fifty Minimum two partners. No limit on partners maximum number of partners Each partner can take part in business Each partner can take part in business of firm. of firm, but LLP Agreement can provide to the contrary.

All partners are liable for statutory Only designated partners are liable for compliances under Partnership Act statutory compliances as are required under LLP Act (not necessarily in respect of other Acts).

Partner cannot enter into business Partner of LLP can enter into business with firm, though he can give loan with LLP. He can also give loans to LLP. to firm.

Every partner of firm is agent of firm and also of other partners. He can bind partnership firm as well as other partners by his acts.

Every partner of LLP is agent of LLP but not of other partners. Thus, he can bind LLP by his acts but not other partners.

However, LLP agreement can restrict powers of individual partner.

Filing of accounts, statement of Filing of accounts, statement of solvency and annual return not solvency and annual return not required. required.

Partnership can be ‘at will’ i.e. any Individual partner can resign but partner can resign or dissolve firm cannot dissolve the LLP. Death of partner dissolves partnership Death of partner does not dissolve LLP. unless there is contract to contrary

GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Traditional Partnership

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Limited Liability Partnership

Public notice is required for retirement Filing of return of retirement of partner of a partner. with ROC is required, but no provision for public notice of retirement of partner.

Partnership firm can be dissolved.

LLP can be would up.

No specific provision to enter LLP can enter into compromise, into compromise, arrangement, a r r a n g e m e n t , a m a l g a m a t i o n , amalgamation, reconstruction etc. reconstruction etc.

This can be done only under civil laws.

Minor can be admitted to benefit of There is no specific provision to admit partnership. minor to benefit of partnership. Though there is no specific prohibition, it is doubtful if this can be done, as a minor cannot enter into any agreement.

Similarities Partner is not employee of firm

Partner is not employee of LLP.

Liability of a person for ‘holding out’, Liability of a person for ‘holding out’ i.e. i.e. representing himself as partner, representing himself as partner, though though he is not he is not [Section 29 of LLP Act, 2008] Partner of firm entitled to remunera- Partner of LLP entitled to remuneration tion only if partnership agreement so only if LLP agreement so provides provides New partner can be introduced only New partner can be introduced only with consent of all existing partners with consent of all existing partners, unless LLP Agreement provides otherwise.

Insolvent person cannot continue as Insolvent person cannot continue as partner of firm. partner of LLP. Rights of partnership can be assigned. Rights of partnership can be assigned.

Partner liable to firm for any personal Partner liable to LLP for any personal profits made by him by use of property, profits made by him by use of property, name or business connection of firm. name or business connection of LLP Partner cannot undertake competing Partner cannot undertake competing business without consent of other business without consent of LLP. partners Otherwise, liable to account for and pay profits to LLP Partner liable to firm if he commits Partner liable to LLP if he commits fraud. fraud.

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Traditional Partnership

Limited Liability Partnership

Income tax provisions are similar.

Income tax provisions are similar.

9. Comparison between company and LLP Company under Companies Act

Limited Liability Partnership

Distinctions As per section 6 of Companies Act, 2013, No parallel provision in LLP Act any provision under Memorandum or Articles or resolution is void if it is against provisions of Companies Act. Memorandum is to be filed with ROC Incorporation Document is required to be filed.

Memorandum should contain State Incorporation Document is not required in which incorporated. to contain State in which incorporated.

Thus, registered office can be changed to any place in India just by informing ROC subject to prescribed conditions.

Name to contain ‘Limited’ or ‘Private Name to contain ‘Limited Liability Limited’ as suffix Partnership’ or ‘LLP’ as suffix Company can be constituted for any LLP can be constituted for purpose of legal purpose business only Articles are to be filed at the time of incorporation. Private company must have Articles. In case of public company, provisions of Schedule I of Companies Act, 2013 [Table A of Companies Act, 1956] apply if there are no Articles.

LLP Agreement is required to be filed later. In absence of LLP Agreement, mutual rights and duties will be as specified in first schedule to LLP Act. Thus, practically, each LLP must have LLP Agreement, though not mandatory.

Managing Director and Wholetime Designated Partner to look after Director to look after day to day statutory compliances. Otherwise, all administration. partners can look into affairs of the LLP. However, LLP can delegate powers to some partners who may be designated as ‘Managing Partner’, or ‘Executive Partner’ or any other name.

Individual director or member does Every partner has authority to conduct not have authority in conduct of business of LLP, unless the LLP business of company.

Agreement provides to contrary.

Restrictions on remuneration to No restriction on remuneration to director as per Companies Act, 2013 partner.

Notice of change of director is to be A partner who has resigned from LLP given by company as well as director. can himself file notice of his resignation to ROC. LLP also has to file details.

GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Company under Companies Act

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Limited Liability Partnership

Share, share certificate, register of No requirement of share and share members, transfer and transmission certificate. Hence, no question of its of shares etc. required. issue, allotment, transfer, rectification of register etc.

Board meetings, general meetings are No provision for regular meeting required. of Board and members. Partners can decide when and how to meet, delegation of powers etc. Provision is made that LLP should maintain minute book Charges are required to be registered No provision for registration of charges.

Elaborate records and registers are No records and registers have been required to be maintained prescribed.

Restrictions on Board regarding some Partners are free to enter into any specified contracts, contracts in which contract. directors interested, investments, loans and guarantees to other companies Disclosures required of contracts No requirement of disclosures required where directors are interested of contracts where partners are interested, unless specified in LLP Agreement.

Elaborate provision relating to No provision relating to redressal in redressal in case of oppression and case of oppression and mismanagement mismanagement Specific provisions relating to nidhis, No specific provisions relating to nidhis, NBFC NBFC Income tax provisions are as applicable Income tax provisions are as applicable to company. to a partnership firm.

Similarities Limited liability and perpetual Limited liability and perpetual succession succession Common seal is optional Common seal is optional Provision of approval of name, change Provision of approval of name, change of name are similar. of name are similar.

ROC is the administrative authority Registrar is the administrative authority Provisions of vacation of office, Provisions of vacation of office, disqualification and restriction on disqualification and restriction on numbers are same for company and numbers are same for company and LLP LLP Provisions of significant beneficial Provisions of significant beneficial owners applies to Company and LLP owners applies to Company and LLP No personal liability of individual No personal liability of partner, except director or member [except of director in case of fraud. of private company in some cases like income tax and sales tax dues].

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Company under Companies Act

Limited Liability Partnership

Complicated procedure for change of Simple procedure to change registered registered office, particularly when office of LLP anywhere in India just change is to other State by informing ROC and following prescribed conditions.

Memorandum and Articles, details of directors, accounts, annual return, special resolutions etc. filed by LLP with ROC will be available for public inspection

Incorporation document, details of partners, accounts, statement of solvency and annual return filed by LLP with Registrar will be available for public inspection [Section 36 of LLP Act, 2008]

Powers to Central Government to Powers to Central Government to inspect records of company and to inspect records of company and to order investigation order investigation P r o v i s i o n s o f c o m p r o m i s e , Provisions of compromise, arrangement arrangement or reconstruction of or reconstruction of LLP [Sections 60 companies are similar to 62 of LLP Act, 2008] Company can be would up voluntarily LLP can be would up voluntarily or by or by order of NCLT order of NCLT ROC can strike off name of defunct ROC can strike off name of defunct LLP. company.

10. Procedure for Incorporation of LLP at a glance Two partners to be designated as ‘designated partners’ should

apply and get DIN (Director Identification Number) from Central Government by applying electronically

The designated partners should obtain Digital Signature Certificate

(DSC) Class II or above from a Certification Agency (CA).

User registration - Register DIN and DSC with LLP by visiting

www.mca.gov.in.

Check name availability which is available on the aforesaid website.

Name should not be similar to other LLP/Company or in violation of trade mark provisions or undesirable.

Apply for reservation of name in RUN-LLP. Alternatively, applica-

tion for reservation of name can be made along with incorporation document in form FiLLiP [Form for incorporation of Limited Liability Partnership]

After obtaining reservation of name, fill up e-form FiLLiP [Form for

incorporation of Limited Liability Partnership]. It has to be digitally signed by designated partner and a professional (advocate/practising CA/CS/CMA). Upload the form and pay fees electronically.

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LLP will be incorporated by Registrar and registration certificate

will be granted by Registrar of LLP in form No. 16

File form 3 (Information with regard to LLP Agreement) and form

4 (Notice of appointment of partner/designated partner) electronically with fees. The form can be submitted either with form FiLLiP [Form for incorporation of Limited Liability Partnership] itself or within 30 days of date of incorporation. If not submitted within 30 days, additional fee would be payable

Send LLP Agreement which should be duly stamped.

LLP is now ready for commencing business.

11. Incorporation of LLP Two or more persons can associate for carrying out any lawful business with a view to profit. They have to file ‘incorporation document’ [similar to Memorandum of Association of a company], containing prescribed details like name, proposed business, address of registered office, name and address of partners, name and address of designated partners and other information as may be prescribed by rules [Section 11(2) of LLP Act, 2008].

The incorporation document should be filed electronically with Registrar having jurisdiction over the registered office of LLP in form FiLLiP [Form for incorporation of Limited Liability Partnership] [Rule 11 of LLP Rules, 2009].

First step is obtaining name approval. Second step is to file documents for incorporation.

12. Name of LLP Last words of name shall be LLP or ‘Limited Liability Partnership’. LLP should have name which should not be similar to name of other entity or trade mark of other person.

Every limited liability partnership shall have either the words “limited liability partnership” or the acronym “LLP” as the last words of its name – section 15(1) of LLP Act. Name should not be undesirable. [Section 15(2)(a) of LLP Act, 2008].

Name should not identical or too nearly resembling to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999 – Section 15(2)(b) of LLP Act, amended vide LLP (Amendment) Act, 2021 w.e.f. 1-4-2022.

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GUIDE TO LIMITED LIABILITY PARTNERSHIP ACT, 2008

Name should be got reserved from ROC under section 16 of LLP Act, by submitting application in form RUN-LLP (Reserve Unique Name – LLP) with prescribed fees (fee is as specified in Annexure A of LLP Rules, 2009).

The reservation of name will be communicated by ROC within seven days. If suggested name is rejected, one opportunity for submission shall be given for rectification of defects within 15 days [Rule 18(5) of LLP Rules, 2009].

Name approved will be reserved for a period of three months from date of intimation by ROC [Rule 18(6) of LLP Rules, 2009].

Criteria for approval of name - The name should not be in violation of Emblems and Name (Prevention of improper use) Act, 1950 [Rule 18(1) of LLP Rules, 2009]. Name should not be offensive, similar to existing LLP, name of registered trade mark etc. Names like Cooperative, National, Union, Central, Federal, Republic, President, Rashtrapati, Consulate, Municipal, Panchayat, local authority etc. are not allowed. Names like Bank, Insurance, Company Secretaries, Chartered Accountant, Advocate etc. will not be allowed without approval of the regulatory authority [Rule 18(2) of LLP Rules, 2009]

5HFWL¿FDWLRQ RI QDPH RI //3 Provision relating to rectification of name, where the name of LLP is identical or too similar to name of other LLP or company or violates provisions of Trade Marks Act, are made in section 17 of LLP Act as inserted w.e.f. 1-4-2022. If name of LLP is identical or too nearly resembling to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999, Registrar can order change of name. Application from proprietor of trade mark should be made within three years. However, subsequently the company can again change the name, if it so desires.

14. Publication of name and limited liability Every limited liability partnership shall ensure that its invoices, official correspondence and publications bear the following, namely - (a) the name, address of its registered office and registration number of the limited liability partnership; and (b) a statement that it is registered with limited liability – section 21(1) of LLP Act. If the limited liability partnership contravenes the provisions of section 21, the limited liability partnership shall be liable to a penalty of ten thousand rupees – Section 21(2) of LLP Act, substituted vide LLP (Amendment) Act, 2021 w.e.f. 1-4-2022 [earlier sub-section provided for fine].

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5HJLVWHUHG 2I¿FH RI //3 LLP shall have a registered office where all communication and notices shall be addressed and received [section 13(1) of LLP Act, 2008].

Address shall include postal code and e-mail address.

A document may be served on a limited liability partnership or a partner or designated partner thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as may be prescribed, at the registered office and any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed – section 13(2) of LLP Act. Serving of document - Document may be served on LLP or partner or designated partner by post under certificate of posting or registered post at registered office [section 13(2) of LLP Act].

Change of registered office - Registered office can be changed anywhere in India (subject to prescribed conditions) just by informing Registrar [Section 13(3) of LLP Act, 2008].

Change of registered office shall be as per procedure prescribed in LLP agreement or with consent of all partners. The change shall be filed with ROC in form 15 along with prescribed fees within 30 days after complying with provisions of rule 17(1) [Rule 17(2) of LLP Rules, 2009]

&HUWL¿FDWH RI ,QFRUSRUDWLRQ Certificate of Incorporation will be given by Registrar of LLP (mostly he is Registrar of Companies also) which is conclusive evidence [Section 12 of LLP Act, 2008].

Certificate of Incorporation will be given in form 16 and shall mention Permanent Account Number and Tax Deduction Account Number issued by the Income Tax Department – Rule 11(3) of LLP Rules, 2009 as amended on 4-3-2022.

17. Incorporation by registration When the requirements imposed by section 11(1)(b) and 11(1)(c) have been complied with, the Registrar shall retain the incorporation document and, unless the requirement imposed by section 11(1)(a) has not been complied with, he shall, within a period of fourteen days - (a) register the incorporation document; and(b) give a certificate that the limited liability partnership is incorporated by the name specified therein – section 12(1) of LLP Act.

LLP LAW MANUAL AUTHOR

: TAXMANN'S EDITORIAL BOARD

PUBLISHER

: TAXMANN

DATE OF PUBLICATION

: JANUARY 2024

EDITION

: 12th Edition

ISBN NO

: 9789357788120

NO. OF PAGES

: 664

BINDING TYPE

: PAPERBACK

Rs. 1195

USD 16

DESCRIPTION This book is an authentic compendium of amended, updated & annotated text of the Limited Liability Partnership Laws of India.

This book is divided into four divisions: • Limited Liability Partnership Act, 2008 • Limited Liability Rules • Circulars & Notifications • Foreign Direct Investment in Limited Liability Partnership This book is an essential resource for legal professionals, scholars, and anyone interested in the nuances of the Limited Liability Partnership Act and its impact on corporate structures in India.

The Present Publication is the 12th Edition & amended up to 15th January 2024, edited by Taxmann's Editorial Board, with the following noteworthy features: • [Short Commentary] on the Limited Liability Partnership Act, 2008 • [Integrated LLP Rules, Circulars & Notifications, FDI Policy, FEMA Rules] o Limited Liability Partnership Rules, 2009, as amended up to date o Limited Liability Partnership (Winding up and Dissolution) Rules, 2012 o Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 o Text of LLP Circulars & Notifications o FDI Policy related to LLPs o Rules & Schedule of FEMA (Non-Debt Instruments) Rules, 2019 • [Taxmann's series of Bestseller Books] on LLP Laws • [Follows the Six-Sigma Approach] to achieve the benchmark of 'zero error'

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