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How to incorporate LLP or Limited Liability partnership in INDIA

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How to incorporate LLP or Limited Liability partnership in INDIA

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How to incorporate LLP or Limited Liability partnership in INDIA

  1. 1. LIMITED LIABILITY PARTNERSHIP www.csgauravsharma.com SUBTITLE
  2. 2. INTRODUCTION  IDEA EMERGED OUT OF THE REPORT OF THE NARESH CHANDRA COMMITTEE AND DR. J.J. IRANI COMMITTEE, INTRODUCED IN ORDER TO ADOPT A CORPORATE FORM LLP IS A BODY CORPORATE & IS A SEPARATE LEGAL ENTITY. IN AN LLP, ONE PARTNER IS NOT RESPONSIBLE OR LIABLE FOR ANOTHER PARTNER'S MISCONDUCT OR NEGLIGENCE FROM MARCH 31, 2009, THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 CAME INTO FORCE TO BASICALLY VISUALISE & GIVE OPPORTUNITIES MAINLY TO SERVICE SECTOR INCLUDING I.T, ACCOUNTANCY & LAW
  3. 3. RATIONALE OF LLP  FILL THE GAP BETWEEN BUSINESS FIRMS.  FOSTER THE GROWTH OF THE SERVICES SECTOR.  VIEWED AS A PATH-BREAKING REFORM INITIATIVE  PROVIDES AN EFFECTIVE ALTERNATE CORPORATE  BUSINESS VEHICLE.
  4. 4. FEATURES OF LLP LIMITED LIABILITY & PERPETUAL SUCCESSION HEALTHY BLENDING OF PARTNERSHIP & COMPANY BODY CORPORATE HAVING LEGAL ENTITY SEPARATE FROM ITS PARTNERS MINIMUM NUMBER OF PARTNERS IS TWO & THERE IS NO LIMIT ON MAXIMUM NUMBER OF PARTNERS WRITTEN PARTNERSHIP DEED & REGISTRATION IS COMPULSORY WITH REGISTRAR OF COMPANIES [ROC] ANY INDIVIDUAL OR BODY CORPORATE CAN BE A PARTNER IN AN LLP
  5. 5. FEATURES OF LLP A PARTNER IN AN LLP CAN BIND THE LLP BUT NOT THE CO- PARTNERS. THERE IS NO PRINCIPAL – AGENCY RELATIONSHIP EVERY LLP SHOULD HAVE AT LEAST 2 DESIGNATED PARTNERS, WHO ARE INDIVIDUALS & AT LEAST ONE OF THEM SHOULD BE RESIDENT IN INDIA. INTEREST OF MINORITY PARTNERS ARE PROTECTED. ACCOUNTS ARE TO BE MAINTAINED BUT SMALL LLPS ARE EXEMPT FROM AUDIT PROVISIONS. CHANGE IN PARTNERS IS REQUIRED TO REPORTED WITHIN 30 DAYS OF SUCH CHANGE.
  6. 6. FEATURES OF LLP CONCEPT OF “HOLDING OUT” BY PARTNERS INCORPORATED. LLPS ARE NOT TAXED WITH DIVIDEND DISTRIBUTION TAX [DDT] & MINIMUM ALTERNATE TAX [MAT] BUT FOR OTHER PURPOSES LIKE REGISTRATION, RECONSTRUCTION, AMALGAMATION, LIQUIDATION ETC ARE SIMILAR TO THOSE UNDER COMPANIES ACT, 1956 FOR INCOME TAX PURPOSES, LLPS ARE TAXED AS GENERAL PARTNERSHIP IS TAXED I.E. AT THE RATE OF 30% ON INCOME PLUS 3% EDUCATION CESS. ALREADY EXISTING PARTNERSHIP FIRMS, PRIVATE COS’ & UNLISTED PUBLIC COMPANIES CAN CONVERT THEMSELVES INTO LLPS. NO PRINCIPAL - AGENCY RELATIONSHIP.
  7. 7. INCORPORATION OF LLP 2 or more persons are required to file incorporating document with the concerned ROC. (Form 2)  ROC to register and give Incorporation Certificate within 14 days of completion of all formalities. It would be possible for any LLP to change its object, name or registered office, admit new partners by executing a supplemental deed and to file prescribed particulars with ROC.  Procedure for obtaining name of LLP is similar to that of a company. Approve the name. Must not be similar to any existing LLP. Must end with words “LLP” (full/abbreviated, any) Apply to ROC for reservation of name.
  8. 8. Any Individual/Body Corporate may be a partner. Minimum 2 partners and no limit on maximum partners. If the number of partners falls below 2, the surviving partner will have to admit at least 1 more partner within 6 months.  If he does not do so, his liability in LLP will become unlimited and the LLP will get wound up by theTribunal. PARTNERS & DESIGNATED PARTNERS PARTNER
  9. 9. Every limited liability partnership shall have at least two designated partners (both individuals, atleast 1 Indian Resident) To obtain DP Identification Number from Central Government.  Responsible for all compliances as required under the Act and is also liable for penalty for contravention. DESIGNATED PARTNERS (DP)
  10. 10. BENEFITS OF LLP CONTRIBUTION No minimum contribution is required from the partners. They can contribute as per the LLP agreement. STAMP DUTY There is no provision in the LLPAct and Rules for the stamp duty to be paid at the time of incorporation or conversion of other entities into LLP. OWNERSHIP The property of the LLP lies in the name of LLP and the partners have no right on the property of the LLP and they cannot make any claim over the property. MINIMUM ALTERNATETAX The LLP need not to pay the Minimum AlternateTax.
  11. 11. BENEFITS OF LLP AGGREMANT LLP is organized and operates on the basis of LLP agreement, which itself is not mandatory. WINDING UP The LLP Act also contains the provisions of Winding up and dissolution DRAWINGS Drawings are permitted in the LLP. HYBRID FEATURE The LLP has the characteristics of both the company and firm i.e. a firm with limited liability.
  12. 12. CONCLUSION Flexible and hybrid structure of LLP will facilitate entrepreneurs, service providers, small and medium enterprises, venture capitalists and professionals to organize and operate in an innovative and efficient manner for effectively competing in the global market. THE INTRODUCTION OF LLPs IN INDIA ISA GOOD BEGINNINGTOWARDSA LONG JOURNEY.
  13. 13. 9990694230 gauravdelhirav@gmail .com

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