Limited Liability Partnership India (LLP)
Limited Liability Partnership India (LLP), consists of two or more partners who form a special partnership and have limited liabilities.
LLP registration is as per the compliance and regulatory guidelines of the Ministry of Corporate Affairs (MCA).
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Limited Liability Partnership (LLP) is a balanced structure, carrying benefits conventional partnership and still limiting personal liabilities of the partners. It is regulated as a contractual agreement between the partners under the Limited Liability Partnership Act, 2008. It has quickly become a popular choice for services and professional firms like Chartered Accountants, recruiting firms, consulting businesses, etc.
LLPs are similar to Private Limited Companies with respect to compliance and operational requirements. Recognized as a separate legal entity than the partners, it can contract or involve in any legal proceedings in its own name. That enables the partners of an LLP to separate business liabilities or debts being recovered from their personal assets. Compliance requirement here is greater than regular partnership firms. However, Compared to a private limited company structure, it is easier to incorporate and maintain. As a drawback, ownership transfer of a Limited Liability Partnership is not as easy as of a company. Neither an LLP can issue ESOP. For the reason, LLP is not the most ideal choice for startups who want to hyper-grow, seek seed investor or venture capital funding, or issue share capital to its employees.
Limited Liability of Partners
Operational Flexibility
Separate Legal Existence
Lower Compliance Requirement
Pan Card
Address Proof
Bank Statement
Photograph & Signature
Limited Liability Partnership registration India cannot be done without proper identity and address proof. These documents will be needed for all the partners and the shareholders of the company to be incorporated. Listed below are the documents that are accepted by MCA for the LLP registration process acceptable.
- Scanned copy of PAN Card or Passport (Foreign Nationals & NRIs)
- Scanned copy of Voter’s ID/Passport/Driver’s License
- Scanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill
- Scanned passport-sized photograph specimen signature (blank document with signature [of all partners])
- No Objection Certificate to be obtained from the owner of registered office
- Rent Agreement of the registered office should be provided, if any
In case of NRI or Foreign National, documents of the partner must be notarized or apostilled
At Bharat Register, we make the process of LLP registration seamless and hassle-free.
- Arrange basic documents of Partners
- Fill in an online form with accurate information
- Apply for Digital Signature and DIN of Partners
- Prepare all legal documents
- Apply to name availability of the proposed LLP
- Verification of all documents and forms by the respective Government dept and authorities
- File Incorporation Docs with ROC
- Get LLP Incorporation Certificate
- Drafting of LLP Agreement
- Filing of LLP Agreement
Step 1: Obtaining DSC And DIN
The first step is to obtain DSC of the desired partners of the Limited Liability Partnership. The reason for this is that all the forms need to be submitted online and require the directors’ digital signatures.
The law also requires that all directors file for a DIN number. The application has to be made in Form DIR- 3.
Step 2: Application For Name Approval
This process involves LLP Registration. Before you do this, you would need to see if the name is already taken. You can check on the free search facility on the MCA portal. The registrar only approves LLP names that are not taken before.
The approval of the name will be made by the Registrar only if the Central Government does not deem it undesirable. The name should also not hold any resemblance to any of the existing partnership firms, LLPs, trademarks, or body corporates.
Step 3: LLP Agreement
LLP agreement is very crucial in a limited liability partnership as it determines the mutual rights and duties amongst the partners, and between the LLP and the partners. The partners enter into the LLP agreement upon the LLP registration by filing form 3 online on the MCA portal. This procedure has to be done within 30 days of the date of incorporation.
Step 4: LLP Incorporation Certificate
Once the registrar approves your MOA and AOA, you’re steps closer to getting your LLP registered. The next step is to get the LLP Incorporation Certificate. You can do by submitting all documents to the registrar. The time frame is between 2- 12 days. Once you get your LLP Incorporation Certificate, you’re ready to go.
Step 5: Apply For PAN & TAN & Bank Account
As soon as you get the incorporation certificate, you need to apply for your company PAN & TAN with the NSDL. The cost for this procedure is less than Rs.200 and it takes around three weeks to get done.
- Pick a package for LLP registration that best fits your requirements
- It takes less than 10 minutes to fill in our questionnaires
- Provide basic details & documents required for LLP registration
- Make payment through secured payment gateways for LLP registration fees
- You are assisted by our experts throughout the process
- Assigned Relationship Manager
- Procurement of Digital Signatures (DSC)
- Application for LLP Name Reservation
- Certificate of LLP Incorporation
- Application for Director Identification Number (DIN)
- Application for PAN and TAN
- Drafting of LLP agreement and other required documents
- Your business is registered, get-set-grow!
- All it takes is 15 – 18 working days to register and incorporate your LLP in India*
A Limited Liability Partnership is a legal entity separate from its partners and therefore, offers limited liability to its partners whereby any debts and obligations of the LLP will be borne by the assets of the LLP.
In the case of a conventional partnership, the partners are jointly and severally liable for each debt and obligation of the partnership firm
The target groups are:
- Professionals
- Small and medium sized businesses
- Venture capitals
- Joint Ventures
If the partner:
- has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force
- Is an undischarged insolvent
- Has applied to be adjudicated as an insolvent and his application is pending.
As per Section 2(1)(m) of the Act, a “foreign limited liability partnership” means a limited liability partnership formed, incorporated or registered outside India which establishes a place of business within India
As per section 5 of the Act, only an individual or body corporate may be a partner in a Limited Liability Partnership. It is further clarified vide MCA General Circular No. 13/2013, dated 29th July, 2013, read with MCA General Circular No. 2/16 dated 15th January, 2016, that an HUF cannot be treated as a body corporate for the purposes of LLP Act, 2008. Therefore, a HUF or its Karta cannot become a partner or designated partner in LLP
General Circular No. 37/2014, dated 14th October, 2014, clarified that the trustee being a body corporate and representing a trust in case of “Real Estate Investment Trust” (REIT) or “Infrastructure Investment Trust” (InvITs) or such other trusts set up under the regulations prescribed under the Securities & Exchange Board of India Act, 1992, is not barred to hold partnership in a LLP in its name without the addition of the statement that it is a trustee.
- A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
- The management-ownership divide inherent in a company is not there in a limited liability partnership.
- LLP will have more flexibility as compared to a company.
- LLP will have lesser compliance requirements as compared to a company.
A Registered Office refers to the official correspondence address of an LLP or its principal place of business. The address of the Registered Office will be used for all official communications of the LLP.
Registered office of an LLP can be shifted from one place to another in the same state or from one state to another after complying with legal requirements.
A designated partner of an LLP means the partner who is responsible for carrying out all acts and things that are required for the functioning of the LLP in respect of compliance of provisions, filing of documents/returns/statements under the LLP Act and things as may be specified in the LLP agreement.
An LLP should have a minimum of two designated partners who are individuals and at least one of them should be resident in India.
Contribution means the amount contributed by each partner in the LLP as per the LLP agreement. The contribution is the liability of each partner and an LLP can recover the agreed contribution from the partner. A partner can contribute to the capital by cash, goods or services subject to applicable valuation.
Managing Your Business
Private Limited Company
Limited Liability Partnership
One Person Company
Partnership Firm
Proprietorship Firm
Governing Act
Companies Act, 2013
Limited Liability Partnership Act, 2008
Companies Act, 2013
Indian Partnership Act, 1932
No specified Act
Registration Requirement
Registration under Companies Act is mandatory
Registration under LLP Act is mandatory
Registration under Companies Act is mandatory
Optional
There is no registration criteria prescribed. But, registration is recommended
Number of members
2 - 200
2 - Unlimited
Only 1
2 - 50
Only 1
Separate Legal Entity
It is a separate entity and can own assets in its name
It is a separate entity and can own assets in its name
It is a separate entity and can own assets in its name
It is a separate entity and can own assets in its name
Proprietor and business are considered the same
Liability Protection
Limited up to the total value of shares subscribed
Limited up to the value of shares subscribed
Limited up to the total value of shares subscribed
Partners are jointly and severally liable to pay the debts of the Partnership Firm
Proprietor’s liability is to pay-off all the debts and obligation of the firm
Statutory Audit
Auditor must be appointed within the 30 days of incorporation
Applicable when turnover exceeds INR 40 Lakh or contribution exceeds INR 25 Lakh
Auditor must be appointed within the 30 days of incorporation
Statutory audit not applicable. Tax audit may be applicable based on turnover
Statutory audit not applicable. Tax audit may be applicable based on turnover
Ownership Transferability
Shares can be transferred with the consent of other Shareholders
Ownership can be changed with consent of other partners
Shares are not transferable easily
Ownership is not transferable easily, clause of partnership deed should be referred
Firm is no different from proprietor and so ownership is not transferable
Uninterrupted Existence
Perpetual existence as the management and owners are different. Ownership is easily transferable
Change in Partners or Designated Partners does not affect the existence of LLP
Perpetual existence. The nominee will take place of member
Change in partner leads to dissolution or formation of another partnership firm
Death or insolvency of proprietor directly affects the firm
Foreign Participation
Foreign national are allowed to invest under the Automatic Route
Foreign nationals are allowed, subject to FDI Guidelines
Member, nominee and director must be an Indian resident
Foreign nationals are not allowed to be a partner
Foreign Nationals cannot commence proprietorship business
Tax Rates
Tax rate applicable for small companies is reduced to 22%, dividend distribution tax applicable
With tax rate of 30% on business profit, no tax on income distribution to partners
Tax rate applicable for small companies is reduced to 22%, dividend distribution tax applicable
With tax rate of 30% on business profit, no tax on income distribution to partners
Tax rates of individual applied to Proprietorship Firm
Statutory Compliances
Companies have to meet high compliance requirements
Lesser compliance requirements compared to companies
Separate ITR of partnership is filed, else there is no filing requirement
With tax rate of 30% on business profit, no tax on income distribution to partners
No compliances and no requirement to file a separate ITR
1. Fill Form
2. Call to discuss
3. Get Certificate
