Limited Liability Partnership (LLP) Act came into force for most part, on 31st March, 2009 followed by its Rules on 1st April, 2009.
It is an incorporated Partnership formed and registered under Limited Liability Partnership Act, 2008 with limited liability and perpetual succession.
DEFINITION:
LLP is a body corporate and legal entity separate from its partners, have Perpetual succession and any change in the partners of a LLP shall not affect the existence, rights or liabilities of the LLP.
The Indian Partnership Act, 1932 is not applicable to LLPs as LLP is different from Partnership regulated under the Indian Partnership Act, 1932.
POINTS FOR LIMITED LIABILITY PARTNERSHIP:
I) The LLP is a body corporate and legal entity separate from its partners.
II) Every LLP shall have at least 2 partners and shall also have at least 2 individuals as Designated Partners of whom atleast 1 shall be resident of India.
III) No Partner is liable for independent or un-authorized acts of other partners or their misconduct.
IV) The LLP has a perpetual succession.
V) Rule 18(1) of the LLP Rules, 2009 provides that the name of the limited liability Partnership shall not be one prohibited under the Emblems and Names (Prevention of Improper Use) Act 1950. Further, Rule 20 (1) provides that the limited liability partnership may change its name by following the procedure as laid down in the Limited Liability Partnership.
VI) Every Limited Liability Partnership shall have a registered Office to which all communications and notices may be addressed and where they shall be received.
VII) Section 23 of the LLP Act provides that the LLP agreement determines the mutual rights and duties of the partners and their rights and duties in relation to limited liability partnership
Note: It may be noted that it has been clarified by the Ministry of Corporate Affairs that a HUF or its Karta cannot become partner or designated partner in LLP.
INCORPORATION OF LIMITED LIABILITY PARTNERSHIP:
e-Form 1, 2 and 3 are required to be filed for Incorporation of Limited Liability Partnership.
e-form 1 have to be filed for Name Application of the Limited Liability Partnership.
e-form 2 have to be filed for Incorporation of Limited Liability Partnership.
e-form 3 have to be filed for LLP Agreement of the Limited Liability Partnership.
| e-Form | Attachments (Mandatory) |
| e-Form 1 | No attachments |
| e-Form 2 | Subscriber’s Sheet Address Proof (not older than 2 months) NOC (No Objection Certificate from Owner of the Premises |
| e-Form 3 | LLP Agreement |
Filing of Annual Return:
As per Section 35(1), every limited liability partnership shall file an annual return with the Registrar of Companies in Form 11.
Filing of Form 8:
Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 is a Mandatory attachment.
(Author can be reached at kinnarimakwana11@gmail.com or 9773763430.)
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