Article comprises checklist for Limited Liability Partnership (LLP) in India  on  Requirement of Partner, Designated Partner (DP) , Changes in DP, Disqualification of DP, DPIN/DIN, Incorporation of LLP, Drafting of LLP Agreement, Registered Office of LLP, Change of Registered office, Name of LLP, Change of Name, Cessation of partnership Interest, Changes in Partners and their information, Contribution, Financial Disclosure, Auditor of LLP, Annual Return, Striking off Name of Defunct LLP and Winding Up.

Applicable to Whole of India

Sr. No.
Points
Particulars
Provisions
Forms
Time limit
Additional Information
1.
Requirement of Partner:
Individual/ Body Corporate
Min.- 2
Max. – No limit
Section-6
If No. of partners reduced below 2 and then also if such Individual carries business for >6 months than liable for obligation during that period.
2.
Designated Partner (DP) :
• At least 2 Individuals (One shall be Resident of India)
• Every Individual shall give his consent to act as DP to LLP.
• Every LLP shall give intimation for appointment of Designated Partner to ROC.
Section-7 Rule-7 Rule-8
Form 9
Form 4
30 days of Appo.
DP → LLP
LLP → ROC
3.
Changes in DP:
If vacancy arises for any reason than LLP may appoint new DP.
Section-9
30 days of vacancy
If no DP is appointed or if only 1 DP in LLP then each partner deemed to be DP.
4.
Disqualification of DP:
• If DP is adjudged insolvent within preceding 5 years;
• Suspends/ suspended payments to creditors or a composition of both within 5 years;
Convicted by court for offence involving moral turpitude for at least 6 months;
• Convicted by court for fraud or other act under LLP Act.
Rule-9
5.
DPIN/DIN:
Every individual intending to appoint as DP is required to obtain DIN/DPIN.
Section-7 Rule-10
If a person has both DPIN & DIN then DPIN stand cancelled and DIN used for both DIN as well as DPIN.
6.
Incorporation of LLP:
• Incorporation document shall be filed with ROC.
• Details of only 200 DP(s) and partners can be provided in form-2. If total of DP(s) and partners exceeds 200, then file details of additional DP(s) and partners in Addendum to Form 2 i.e. Form – 2A
Section-11 Rule-11
Form 2
Attachments to Form-2:
• Proof of address
• Either ‘Copy of the minutes of decision/ resolution/ consent of partners’ or ‘extracts of provisions of LLP Agreement’.
• Subscribers’ sheet including consent in principle approval of regulatory authority, if required.
• Details of other partnership, directorship, if any.
7.
Drafting of LLP Agreement:
• It shall be in writing made before the incorporation of a LLP Between the persons who have subscribed their names to the incorporation document.
• LLP Agreement must be stamped.
• Stamp duty is generally depend on Capital contribution.
8.
Registered Office of LLP:
• Every LLP shall give an address for service of documents where its registered office is situated.
• Intimation of other address for service of documents to LLP shall be given to ROC, if any
Section-13 Rule-16
Form 12
Within 30 days of compliance
Attachments to Form-12:
• Proof of address of LLP.
• Either ‘Copy of the minutes of decision/ resolution/ consent of partners’ or ‘extracts of provisions of LLP Agreement’.
9.
Change of Registered office:
• May change if provided under LLP Agreement
• If not than have to take consent of all partners
• File Notice of such change in form to proposed ROC
Section-13 Rule-17
Form 15
Within 30 days of change
For change of RO from One state to another:
• Approval of existing ROC & consent of Secured Creditors required along with form.
• Also publish a general notice, at least 21 days before filing any notice with ROC in both newspapers i.e. English and having regional language, for change of registered office.
• Attachment same as of Form-12 for Form-15.
10.
Name of LLP:
• Check name availability on MCA site
• Application for reservation of name of LLP
• The name of LLP shall not be prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950.
• The name shall not generally be reserved, if includes anything as described under rule 18(2).
• Name application for foreign LLP
• A LLP / body corporate /any other entity which already has a name which is similar to or which too nearly resembles the name, may apply to ROC to change its name.
Section-15, 16 Rule-18, 19
Form 1
Form 25
Form 23
ROC will inform for reservation of name within 7 days of receipt of application.
And this name will be available to proposed LLP till 3 months from the date of intimation by the Registrar.
Every LLP should have either words ”limited liability partnership or the acronym ”LLP” as the last words of its name. If not then Penalty will be apply as per act.
Attachments to Form-23:
• Copy of authority to make application on behalf of LLP or company or other entity
• Copy of incorporation/ registration certificate of LLP/company/other entity.
11.
Change of Name:
When?
• Name is similar to or which too nearly resembles the name of LLP /body corporate/any other entity or;
• Other reason up to incorporation of 24 months
Procedure:
• Follow procedure as given under LLP Agreement, if any.
• Give notice for change of name to ROC.
• After approval give notice of Consent of partners for change of name.
• On approval of name ROC provide Fresh Certificate of Incorporation.
• Execute Supplementary or New Agreement and file it to ROC.
Section-18, 19 Rule-20
Form 1
Form 5
Form 3
within 30 days of consent of all partner within 30 days of receipt of new COI
If change of name of LLP is due to change of object, then first change to object and then apply for change of name.
Attachments:
Form-1:-
Certified Copy of consent of partners
Form-5:-
Certified Copy of consent of partners and Notice of change of name
Form-3:-
Supplementary Agreement or New Agreement
12.
Cessation of partnership Interest:
• Person may cease as partner by giving notice to the other partners of his intention to resign.
Section-24
Form 13
within 30 days of resign
Reasons of Cessation:
• On death of DP or dissolution of LLP;
• If DP declared unsounded mind by court; or
• Declared Adjudged insolvent.
13.
Changes in Partners and their information:
• Any person eligible to become partner can be admitted as partner in LLP.
• Every partner shall intimate change in his name or address to the LLP.
• Where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, LLP shall file form with ROC.
• Form shall be duly certified and verified by CA / CMA / CS in practice.
• Details of only 200 DP & partners can be provided in form-4
Section-25 Rule-22
Form 6
Form 4
Form – 4A
within 30 days of such change
Documents require from new partner:
Name proof and address proof of the person to be appointed.
• Consent to act as partner or DP (Form-9).
• Details of other partnership, directorship, if any.
• Copy of minutes of the resolution/ consent of the partners authorizing person to act as partner/DP in case of company or LLP.
• If total of DP(s) & partners >200, then file details of additional DP(s) & partners in Addendum to Form-4.
14.
Contribution:
The contribution of each partner shall be accounted for and disclosed in the Accounts of LLP along with nature of contribution and amount.
Section-32 Rule-23
Contribution consisting of:
• Tangible/intangible
• Movable/immovable
• Other benefits brought or from agreement / contract for services valued by a PCA/PCMA/approved valuer of C.G.
15.
Financial Disclosure:
• Every LLP shall keep books of accounts which are sufficient to show and explain the LLP’s transactions.
• Books of accounts shall be preserve for 8 years from which they are made
• Every LLP shall file the Statement of Account and Solvency with the ROC.
Section-34
Form 8
Within 30 days from end of 6 months of F.Y.
Attachments to Form-8:
• Disclosure under Micro, Small and Medium Enterprises Development Act, 2006.
• In case contingent liabilities exists; Statement of contingent liabilities to be attached.
16.
Auditor of LLP:
Every LLP shall be required to audit their accounts if,
– Turnover >40 lakhs Rs. or
– Contribution >25 lakhs Rs. in any F.Y.
• Auditor of LLP should be PCA.
• DP may appoint an auditor(s)—
(a) at any time for the first F.Y. but before the end of the first F.Y.,
(b) at least 30 days prior to end of each F.Y. (other than 1st F.Y.),
(c) to fill a casual vacancy including when turnover or contribution of a LLP exceeds the limits, or
(d) to fill up the vacancy caused by removal of an auditor.
Rule-24
• An auditor(s) of an LLP shall hold office and continue to hold such office till period-
(a) new auditors appointed, or
(b) They are re-appointed.
• If no auditor has been appointed, then any auditor in office shall be deemed to be re-appointed, unless —
(a) LLP agreement requires actual reappointment, or
(b) majority of partners have determined that he should not be re-appointed.
17.
Annual Return:
• Every LLP shall file an annual return with the ROC.
• If Turnover up to 5 crore Rs. Or
Contribution up to 50 lakh Rs. during F.Y. shall be accompanied with a certificate from a DP.
Section-35 Rule-25
Form 11
Within 60 days of closure of F.Y.
In all other cases Annual return shall be accompanied with a certificate from a PCS.
18.
Striking off Name of Defunct LLP:
If LLP is not carrying on any business or operation –
(a) for a period of >=2 year and ROC has reasonable cause to believe the same, for the purpose of taking suo motu action; or
(b) for a period of >=1 year and has made an application to ROC, with the consent of all partners for striking off its name from the ROC.
Rule-37
Form 24
Within 1 month from the date of the notice of ROC
19.
Winding Up:
It may be Voluntary or by the Tribunal and thus LLP so wound up may be dissolved.
Section-63
Circumstances in LLP may be wound up by Tribunal:
• If LLP decides
• If no. of partners reduced below 2 for > 6 months
• unable to pay its debts
• Acted against interest of sovereignty & integrity of India, security of State
• Made default in filing Annual Return or Statement for any 5 consecutive
• If tribunal has opinion that is just & equitable

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Qualification: CS
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Location: Gujarat, IN
Member Since: 11 May 2018 | Total Posts: 1

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