What is a Limited Liability Partnership ?

A limited liability partnership (LLP) is a type of business entity introduced in some countries, where the partners are not personally liable for the debts of the partnership. It enables the partners to benefit from the advantages of a partnership structure while providing limited liability for the debts and other obligations of the business.
A limited liability partnership (LLP) is a type of corporate structure in India that allows the members of a business to limit their individual liabilities for any debts or other obligations of the business. It is a partnership in which some or all of the partners have limited liability, meaning their personal assets are not at risk if the business is sued or cannot pay its debts. In India, LLPs are governed by the Limited Liability Partnership Act, 2008.

A limited liability partnership (LLP) is a business structure that offers a combination of the limited liability of a corporation and the flexibility of a partnership. This type of business structure can be beneficial for business owners in India as it provides:

Limited Liability

Separate Legal Entity

Tax Advantages

Ease of Formation

Easy to Manage

To register a Limited Liability Partnership (LLP) in India, you must submit the following documents:

  • Articles of Partnership
  • Form 2, Form 3, Form 4
  • Statement of Nominal Capital
  • Statement of Accounts
  • Statement of Solvency
  • Registered Office Address Proof

Identity Proof

  • Identity Proof of Partners
  • eForm 11– Digital Signature Certificate (DSC)
  • PAN Card Copies of Partners

Photographs

  • Passport Size Photographs of Partners
  • A notarized copy of the LLP Agreement

NOC

  • No Objection Certificate (NOC) from the Landlord (if applicable)
  • Declaration Form by the Partner

Certificate

  • Certificate of Incorporation
  • Copy of the PAN Card of LLP
  • A copy of the Rent Agreement (if the registered office is rented).

Important Points of Limited Liability Partnership

SECOND AMENDMENT TO LIMITED LIABILITY PARTNERSHIP ACT IN, 2022

The Second Amendment to the Limited Liability Partnership Rules, 2022, from the Ministry of Corporate Affairs of India, was introduced on July 25th, 2020. The amendment makes changes to the LLP Rules in several respects, including the provisions relating to repayment of capital contributions and other liabilities, the introduction of a minimum capital contribution requirement, and various changes to the registration and filing requirements.

ELIGIBILITY CRITERA FOR REGISTRATION IN LIMITED LIABILITY PARTNERSHIP

In order to be eligible to register a limited liability partnership (LLP), all partners should have attained the age of majority, must have a valid PAN number, and must have a valid bank account. Additionally, there must be at least two partners involved in the LLP and all partners should be Indian citizens or entities.

SELECTING A NAME FOR LIMITED LIABILITY PARTNERSHIP

Choosing a name for a limited liability partnership (LLP) firm is an important process that requires careful consideration and research. When selecting a name, you should ensure that it conforms to the LLP Act and is not similar to or identical to an existing name. You should also consider whether or not the name is distinct, easy to remember, and reflects the nature of your business. Additionally, you should ensure that the name is not offensive or illegal. Once you have selected a name, you may need to check for any potential trademark or copyright infringements.

For an NRI to register a Limited Liability Partnership (LLP), the following documents are required:

  • A copy of the foreign national’s passport or other valid national identification document.
  • A copy of the foreign national’s address proof (utility bill, bank statement, etc.).
  • A proof of residence in the host country.
  • A duly filled and signed statement of the NRI, in which he/she declares that he/she is not a resident of India.
  • A copy of the NRI's Indian passport or other valid identification documents.
  • A copy of the LLP’s memorandum of association and articles of association.
  • A copy of the LLP’s registration certificate, if already registered.
  • A proof of the NRI's address in India.
  • A list of the names, addresses and passports of the partners of the LLP.
  • A copy of the NRI's PAN card.
  • A copy of the NRI’s visa.
  • A copy of the latest audited accounts of the LLP.
  • A copy of the certificate of incorporation of the LLP.
  • A certificate from the bank that the NRI has the necessary funds to invest in the LLP.

The process of registering a limited liability partnership (LLP) in India is as follows:

Process-1

  • Obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN).
  • Apply for Name Availability.
  • Prepare the LLP Agreement.

Process-2

  • Apply for the LLP Incorporation.
  • Procure the Certificate of Incorporation.
  • Apply for PAN, TAN & GST.

Process-3

  • Obtain a Current Account.
  • Draft & File the LLP Agreement with the Registrar.
  • Start Doing Business.

Time needed for Limited Liability Partnership

 What is Limited Liability Partnership ACT 2008

The Limited Liability Partnership Act 2008 is an Indian legislation which governs the formation and operation of Limited Liability Partnerships in India. Limited Liability Partnerships, or LLPs, are a business form providing features of both private limited companies and partnership firms. The LLP Act allows for two or more persons to create a single entity in which each partner has limited liability. Additionally, it provides limited liability to the members of the LLP and requires the LLP to have a separate legal identity. It also outlines provisions regarding registration, conversion, dissolution, and taxation of LLPs.

Time Needed

Generally, it takes between 7-10 days to register a limited liability partnership firm. The time period may vary depending on the complexity and other factors.
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