Recently most entrepreneurs have
started opting for Limited Liability Partnership, considering it has most
positive features of Partnership and Companies. It is hybrid form which
incorporates benefits of both partnership and companies.
Limited Liability Partnerships (LLPs)
are commercial vehicles which combine the features of partnership and
company form of business .The concept of Limited Liability
Partnership (LLP) has been introduced in India by way of Limited Liability
Partnership Act, 2008 (notified on 31st March 2008).
· A Limited Liability Partnership combines the advantages of both
the Company and Partnership into a single form of organization.
· In an LLP one partner is not responsible or liable for another partner’s
misconduct or negligence.
· In an LLP, all partners have limited liability for each individual’s protection within
the partnership, similar to that of the shareholders of a limited company.
However, unlike the company shareholders, the partners have the right to
manage the business directly. An LLP also limits the personal liability of a
partner for the errors, omissions, incompetence, or negligence of the LLP’s
employees or other agents.
REQUIREMENTS FOR INCORPORATION OF
LLP:
PARTNER:
1. A minimum of two
partners will be required for formation of an LLP. There will not be any limit
to the maximum number of partners.
2. A body corporate can
also be Partner of LLP.
DESIGNATED PARTNER:
1. Every LLP shall be
required to have at least TWO DESIGNATED PARTNERS.
2. Designated Partners shall be
Individuals
3. At least one of the
Designated Partner shall be a resident of India.
4. In case of a LLP in
which all the partners are bodies corporate or in which one or more partners
are individuals and bodies corporate, {At least two individuals who are
partners of such LLP or nominees of such bodies corporate shall act as
designated partners}.
REGISTERED OFFICE:
1. Every LLP shall
have a registered office to which all Communications and Notices may be
addressed and where they shall be received. (Section- 13)
PROCESS FOR INCORPORATION OF COMPANY:
Below Given are Seven Simple Process Incorporation of LLP.
Step-I- Obtain din:
Every individual intending to be
appointed as designated partner of a limited liability partnership has to make
an application for allotment of Director Identification Number. MCA
has vide its notification amended the limited liability partnership
rules, 2009. Now instead of DPIN, every partner who will be appointed as
designated Partner will need to apply for DIN and not DPIN.
Step-II- obtain DSC
Designated partner of LLP/proposed
LLP, whose signatures are to be affixed on the e-forms has to obtain class 2 Digital Signature
Certificate (DSC) from any authorized certifying agency. Register Digital
Signature of Designated Partner on the website of Ministry of Corporate
Affairs. Fill in the registration form. Fields marked * in the form are to
be mandatorily filled. Upload digital signature certificate. On successful
registration, system will give a message that you have been registered
successfully.
Step-III- search for name availability
Selection of business name is crucial
for the image of your venture. You select a name which reflects the business
you plan. Ensure selected name satisfy LLP Name Guidelines of Ministry of
Corporate Affairs.
Free name search facility (of
existing companies / LLPs) is available on MCA portal. The system will provide
the list of similar/closely resembling names of existing companies/LLPs based
on the search criteria filled up.
Link given below:
http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=16
Step-IV- filling of form llp-1 (name
approval) - Section-16
After Search of Name approval, if
name is available according to your search. Then Download Form LLP-1
from the below given
Link: http://www.mca.gov.in/MinistryV2/Download_eForm_LLP.html
Following Information are required to
be filed in form LLP-1
·
DIN of Designated Partner.
·
Email Id
·
Occupation
·
State of Register office of Company
·
Objects of LLP
·
Partners Contribution into LLP
·
Name of LLP
·
Significant of Name
·
If Proposed Name is Based on Trade Mark (NOC from the Owner of TM)
·
DSC of Designated Partner
NOTE:
·
**In case the displayed residential status needs to be updated or the
residential Status is not displayed; you are required to file Form DIN-4 on
MCA21 portal for updating the residential status of the DP before filing this
Form.
·
Ensure that correct details have been provided as the same shall be
automatically pre-filled in Form 2 for incorporation of LLP. Append digital
signatures and submit the e-form. Pay the necessary fee of Rest 200/- by credit
card (master/visa).
·
Upon receipt of an application under Section 16(1) and on payment of the
prescribed Fees of Rest. 200/-, the Registrar may, if he is
satisfied, subject t to the rules prescribed by the Central Government in the
matter, that the name to be reserved is not one which may be rejected on any ground
referred to in sub-section (2) of Section 15, reserve the name for a period of
three month from the date of intimation by the Registrar.
Step-V- Drafting of LLP agreement
Section- 23(3)
Section 23(3) of the LLP Act provides
that an agreement in writing made before the incorporation of a LLP Between the
persons who have subscribed their names to the incorporation document.
This is common, and also advisable,
to have an agreement between the persons who have subscribed their names to the
incorporation documents of a LLP. Such agreements usually relate to preliminary
and pre-incorporation expenses of a LLp and their subsequent ratification by
the LLP, after incorporation. The provison of Secton- 23(3) suggests that such
an agreement(s) may impose obligations on the LLP only when such an
agreement(s) is ratified by all the partners after the incorporation of the
LLP.
The LLP agreement is very lengthy
document and should be on Stamp paper.
The LLP Agreement must be Stamped
in accordance with the stamp Act applicable in the relevant state
where LLP is being incorporated.
Its include information as given
below:
Effective Date of LLP Agreement,
Registered Office of LLP, Business of LLP, Contribution of Partners, Profit
Sharing Ratio, Provisions for Admission, Resignation, Retirement and cessation
of partners, Removal of Partners, Rights of Partners, Duties of Partners,
Duties & Responsibilities of Designated Partner, Meetings, Liability of
LLP, Winding up & Dissolution, Accounting Year, Audit, Jurisdiction, Validity
of this Agreement etc.
Step-VI Filing of (Form 2) for
Incorporation and Subscription Document
After receiving of Name approval
Letter from ROC within 90 days there is need to prepare and get sign all the
documents required to be attached in Form-2 and file Form-2 with ROC.
INFORMATION REQUIRED TO BE MENTION IN
FORM LLP-2
·
Enter the proposed address of the registered office and valid email ID
of the LLP.
·
Enter the main division of industrial activity- “given below in Annexure
A”
·
Enter the No. of Designated Partner.
·
Enter the total monetary value of contribution by all the partners/
designated partners of the LLP. Value of contribution cannot be less than the
contribution entered at the time of name availability.
DOCUMENTS REQUIRED TO BE ATTACH IN
FORM LLP-2
·
Proof of address of registered office of LLP
·
Subscribers’ sheet including consent
·
Detail of LLP(s) and/ or company(s) in which partner/ designated partner
is a director/ partner (if applicable).
NOTE:
·
After the Registrar is satisfied that all the formalities with respect
to the incorporation has been complied, he will issue a Certificate of
Incorporation as to formation of the LLP within maximum of 14 days from date of
filing of documents.
·
The Certificate of Incorporation issued shall be the conclusive evidence
of formation of the LLP.
·
On incorporation Every LLP so registered shall be assigned a LLP
identification number (LLPIN) in one consecutive series.
Step-VII- Filling of LLP agreement
(form- 3)
It is not mandatory to file LLP
agreement at the time of registration and same can be file in form LLP-3 within
30 days of Incorporation of LLP. Designated partners are responsible for doing
all acts, matters and things that are required to be done for complying with
the provisions of the LLP act. They are liable to all penalties imposed on the
LLP. So it is very important to draft LLP agreement with professional help.
The LLP agreement has to be uploaded.
Once it gets approved all the formalities for registration gets completed.
The
LLP can start its business now onwards.
NOTES:
VALUE OF STAMP DUTY ON LLP AGREEMENT
1.
|
IN MAHARASHTRA
|
||
A.
|
Contribution in cash
|
||
a)
|
Where share of contribution does not exceed Rest. 50,000
|
Rs. 500
|
|
b)
|
Where it exceeds Rest. 50,000 for every Rest. 50,000 or part subject
to a maximum of Rest. 5,000
|
Rs. 500
|
|
B.
|
Contribution by way of property
|
Same duty as on conveyance under A.25 on the market value of property.
| |
No comments:
Post a Comment