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24
Aug
17
How to Close LLP in India

Limited Liability Partnership also abbreviated as LLP is new form business introduced in LLP Act, 2008.Entrepreneur incorporate their business as LLP .Since, there are certain benefits enjoyed by an LLP like lesser compliance, audit exemption as compared with any other type of Business entity. LLP having annual turnover below Rs.40 Lakh and capital contribution is less than Rs 25 Lakh. Here are some points written that why Limited Liability Partnership need to be wind up.

Following are the reasons for Winding up of LLP that can be initiated by a Tribunal.

  • There are conditions in which LLP wants to be wound up.
  • LLP is not in a position to pay its debts.
  • LLP has become bankrupt.
  • LLP has less than two Partners for a period of more than 6 months or LLP has become bankrupt.
  • LLP has hurt sovereignty and integrity of India, by security of state or public order.
  • LLP has not filed with the Registrar Statement of Accounts and Solvency or LLP Annual Returns for any five consecutive financial years.

Closing up of LLP Procedure

To start the procedure for ending up of LLP, a determination for ending up of LLP must be passed and recorded with the Registrar inside 30 days of going of the determination. On the date of going of determination of ending up of LLP, the deliberate twisting up might be esteemed to start.

Once, the determination for ending up of Limited Liability Partnership is recorded with the Registrar, the lion's share of Partners (at least two) might make a revelation checked by an Affidavit such that the LLP has no obligation or that it will be in a position to pony up all required funds inside a period, as specified in the affirmation, however not surpassing one year from the date of beginning of ending up of LLP. Alongside the Affidavit marked by the lion's share Partners; the accompanying records must be documented with the Registrar inside 15 days of going of the determination for ending up of LLP:

  • Statement of advantages and liabilities for the period from last records conclusion to date of ending up of LLP confirmed by no less than two Partners
  • Report of valuation of the benefits of the LLP arranged by a value, if there are any advantages in the LLP.

Steps to Close a LLP in India

Step 1 - Pass a Resolution once you have decided to close on LLP and it should be passed by 3/4th of the partners.

Step 2 -After the passing a resolution you have to fill Form-1 with the resolution copy within the 30 days.

Step 3 -Declaration of the Debt or if have any then it will be have sufficient amount. They can be paid within the 1 year from the commencement of the winding up. It needs to be prepared according to the majority of the partners (minimum 2).

Step 4 - Form 4 & Value of the Assets with affidavit has to be submitted to the registrar within 15 days of the resolution along with the forms.

Step 5 - Obtain consent from the Creditors given by at least 2/3 of the unpaid creditors.

Step 6 - Filings and Appointment of Liquidator

Step 7 - Finalization of the Accounts of LLP and submit along with the form 9. So once form 9 has been filed, all the formalities have been completed.

Closing of LLP with Creditors

On the off chance that a LLP under twisting up has any secured or unsecured leasers, at that point before making any move for ending up of LLP, the endorsement for ending up of LLP must be asked for from the lenders. Lenders are required to give their conclusion on ending up of LLP inside 30 days of receipt of demand for endorsement for twisting up. In the event that it is in light of a legitimate concern for all accomplices and all banks that the LLP be ended up, at that point the LLP can continue with deliberate twisting up system.

Arrangement of LLP Liquidator

A LLP Liquidator must be delegated inside thirty days of going of determination of ending up through a determination. In the event that there are any lenders, at that point the arrangement of LLP Liquidator should be substantial just in the event that it is endorsed by 66% of the loan bosses in estimation of the LLP.

It is then the obligation of the LLP Liquidator to play out the capacities and obligations for ending up of LLP. The LLP Liquidator would settle the loan bosses and alter the privileges of the accomplices, all things considered. While releasing his obligations, the LLP Liquidator is required to keep up appropriate books of records relating to the ending up of the LLP.

Recording of Winding up Report by LLP Liquidator

Once, the undertakings of the LLP is completely twisted up, the LLP Liquidator would set up a report expressing the way in which the ending up of LLP has been directed and property of the LLP has been arranged off. On the off chance that 66% of the quantity of Partners and Creditors in esteem are happy with the twisting up report arranged by the LLP Liquidator, at that point a determination for ending up of records and clarification for disintegration must be passed by the Partners.

The LLP Liquidator should then send the LLP twisting up report alongside the determination to the Registrar and document an application with the Tribunal.

Disintegration of the LLP

On the off chance that the Tribunal is happy with the process followed closing up of the LLP, at that point all things considered the Tribunal would pass a request that the LLP should stand broke down. The LLP Liquidator is required to document the duplicate of the request from the Tribunal with the Registrar for ending up of LLP. The Registrar on accepting the duplicate of the request go by the Tribunal for ending up of LLP would distribute a notice in the Official Gazette that the LLP stands broke down.

16
Aug
17
LLP Compliance Post Incorporation

Limited liability partnership is a corporate structure that contains the features of both partnership firms as well Company. Limited liability Partnership (LLP) was introduced in India under the Limited Liability Partnership Act (2008). The main objective behind the introduction of limited liability partnership was to provide the flexibility of a partnership with the benefit of limited liability of a company.

There are certain compliances and procedural matters that are required to be fulfilled prior to the incorporation of a Limited Liability Partnership (LLP). Mnay other forms of companies like the private company are also required to fulfill certain compliances requirements before their incorporation. However, the overall compliance requirement for an LLP is less cumbersome, as compared to the post incorporation compliances required for a company. 

The LLP must fulfill the compliances requirement to ensure the smooth incorporation of the proposed LLP.

  1. LLP Stationary
  • LLP Seal: LLP is a separate legal entity from its members. Thus, LLP seal would be required for the opening of the bank account of the company and for applying for PAN. Every LLP is required to purchase two rubber seals – round type with LLP name and LLP name with the designation.
  • Letterhead: LLP stationary like letterhead, invoice, official documents, etc., shall be prepared containing the LLP name and registered office of the LLP.
  1. Filing LLP Agreement

The LLP agreement is an agreement between the members of LLP just as the partnership agreement. It plays a very crucial role in an LLP as it states the rights and duties of partner. It is mandatory for every LLP to file LLP agreement within 30 days after incorporation of an LLP. Further, LLP agreement is mandatory for all LLPs and even in the absence of a specific LLP Agreement, an LLP Agreement must be executed, specifically excluding applicability of any or all paragraphs of Schedule I (default LLP agreement).

In case any LLP fails to file LLP Agreement within 30 days of incorporation of an LLP, a heavy penalty of Rs.100 per day of default with no ceiling on the maximum fine will be levied on the LLP. Hence utmost care must be taken to ensure that the LLP agreement is properly executed and filed within the due-date.

  1. LLP PAN Application

Every LLP is required to make an application for obtaining a valid PAN card prior to its incorporation. An applicant can make a PAN application in form 49A. As soon as an application is submitted online, the PAN acknowledgment must be signed and sealed by a Designated Partner of the LLP. The signed application must then be couriered to the NSDL office for issue of PAN card. Within 10-20 days the PAN card of the LLP will be sent to the registered office address of the LLP.

LLP Bank Account Opening

By submitting the documents mentioned below the bank account for an LLP should be opened-

  • Copy of the LLP agreement
  • Copy of the Incorporation document and DPIN of the designated partners
  • Copy of the LLP Registration Certificate issued by the ROC
  • Copy of LLP-IN issued by the ROC
  • Copy of the Resolution to open a bank account
  • List of authorized person/s with the specimen signatures to operate the account duly attested by Designated Partners
  • Copy of PAN allotment letter

An important point to be noted here is that all the above documents must be signed by a Designated Partner and must have the seal of the LLP.

 

30
May
17
What are the Essentials of an LLP Agreement?

LLP agreement must be written amongst the partners while setting up an LLP. LLP agreement must include the essential information regarding such LLP agreement with respect to the partners, profit sharing ratio, capital contribution, board meetings, mechanism for dispute resolution, winding up of the firm, etc. Under LLP act 2008, schedule I provides provisions of LLP registration in India. It has general template of agreement commonly suits the LLP.

 There are some critical features such as drafting of a specific LLP agreement because there many forms of unique nature and contribution of each partner in terms of investment, time, differs from business to business. Following are the LLP agreement essential clauses which every firm must take into account while drafting

Definition Clause

Definition clause is considered as the essence of any LLP agreement. LLP agreement must contain various definitions such as the definition of designated partners, the accounting period, business of LLP and the name with which the LLP will be known. Agreement must have the full address of the registered office of the LLP as well as the address of all the partners.

Capital Contribution

The partners needs to specify the amount of capital that each of them contributes to constitute the LLP. Capital contribution or Capital of LLP is the amount that each of the partners invest in the LLP. Capital can be any form of fund, cash, assets or in kind .

Business of LLP

LLP members must clearly specify the nature of the Business and areas the in which Business deals with. The agreement must include the place of business where the business of LLP shall be carried on as well the commencement date of such business.

Rights and Duties

Rights and duties of the members mutually agreed by them must be mentioned in the LLP Agreement. the provisions of Schedule I of the Limited Liability Act, 2008 will apply as given in Section 23(4) of the said act. In the absence of such separate agreement between the partners about such rights and duties, etc.,

Profit Sharing Ratio

LLP Agreement must have particular mention ratio in which the profits and the losses of the business will be shared among the partners. The partners must clearly state the amount of profit that each member receives, or the amount of the loss that they’re liable for will be set out in the agreement. The agreement could also provide for part of the profits to be paid as interest calculated on the members’ capital contributions.

Dispute Resolution Mechanism

LLP agreement is considered fully formed agreement if it consist of provision for resolving disputes between the members. In a normal course, every LLP prefers Arbitration as a mode of resolving disputes. Such LLP is governed by the Arbitration and Conciliation Act, 1996.  It is suggested that every LLP agreement must incorporate a clause providing for a dispute resolution mechanism to avoid disputes that result in lengthy and expensive litigation.

Indemnities

The LLP agreement should contain a provision regarding indemnities. Protection of its members from any kind of liability or claim incurred by them while carrying the business of the LLP must consist of clause of indemnity states.The members should also agree to indemnify the LLP for the loss caused by it due to any breach committed by them.

Restrictive Covenants

Members of can be under various restrictions on its members. Every LLP agreement must contain a provision regarding such restrictive covenants. For instance, a member after leaving the firm might be prohibited from carrying on a competitive business with that of a firm. Such restrictions are called restrictive covenants which are important to protect the legitimate interests of the LLP and an LLP agreement must make a mention of it.

Winding Up

The partners must specify the term of validity of such LLP agreement whether it is a perpetual agreement or is valid for a fixed period.LLP agreement must also provide some situations in case the partners have agreed to wound up the affairs of the LLP either voluntarily or by an order of Tribunal for the specific violations as mentioned in Section 64 of the Act.

Miscellaneous Provisions

The members must also make provisions regarding admission of new partners, retirement as well as the death of a partner, etc. While drafting LLP agreement. The agreement must provide guidelines for the expulsion of partners as well as when can an LLP agreement be renewed. Further, such agreement must include any other relevant clauses as agreed upon by the partners of an LLP.

Conclusion

A complete LLP agreement must contain all the features given above. We should also consider some of the various other clauses that needs to be incorporated in an agreement depending on the type of the business carried on by an LLP. Keep things in mind the schedule only provides for limited clauses. But as a matter of prudence, there must be a detailed agreement for registering an LLP.

LLP agreement is an important feature for the success of every LLP mainly depending upon the manner in which the partners have drafted the. Therefore, it is important that the LLP Agreement must be drafted with the help of expert knowledge which is in a position to foresee the future needs of the firm and understand the amount of flexibility required to adjust with the changing circumstances for the smooth and efficient functioning.

11
Mar
17
Mandatory compliance for LLP

Compliance is a process of filing certain forms or information to the central government as the statutory requirement. Compliance follows the principle of maintenance where you need to spend some money to maintain. The company is liable to certain compliance which needs to be completed with a month from Date of Incorporation.

 It helps the entrepreneur to do business with comfort and ease. Registered LLP needs to file Annual returns and statement of account for each financial year. Returns are mandatory to be filed whether doing any Business. 

There are basically three mandatory compliance requirements to be followed by LLPs.

Filing Annual Return

Annual Return or Form 11 is a summary or an indication of any change in the management. The annual return should be filed in Form 11 to the Registrar within 60 days from the closure of a financial year.

Filing Annual Accounts or Statement of Accounts or P&L and Balance Sheet

Books of Accounts are maintained in LLPs through Double Entry System. LLPs also need to prepare a Statement of Accounts every year ending on 31st March.

In some cases, LLPs should file Form 8 with the Registrar of Companies on or before 30th October every year.

Form 8 is applicable to the LLPs registered till 30th September 2015.

In case registration after 1st October 2015, the Annual Statements should be filed in 2017.

LLP Stationary

LLP seal is required to open a bank account and for application of PAN. Hence LLP should have two rubber seals around with LLP name and LLP name with designation can be purchased on Incorporation of the company.

Letter Head is an important stationary. There are some other documents which are required official documents and invoice.

Books of Account maintenance is a requirement of every LLP. It can be maintained manually as well electronically (Tally or QuickBooks).

LLP Bank Account opening

  • Copy of LLP agreement
  • Copy of Incorporation document or DPIN
  • Copy of LLP registration certificate issued by the ROC
  • Copy of the resolution to Open bank Account.
  • List of Authorized people duly signed and attested by the designated partner.
  • Copy of PAN allotment letter.
06
Mar
17
LLP registration for NRI and Foreign Nationals

Limited liability partnership is firm with Limited liabilities. LLP is one of the newest kind of firm. It is a unique type of firm which gives the opportunity of ‘partnership’ and ‘company’ in a single business entity.LLP was introduced under Limited Liability Partnership Act, 2008. LLP is superior than the Partnership firm. In LLP there is an option of raising equity by which chances fundraising decreases in Start-up.

In LLP must have at least two designated partners in these one must be Citizen as well as the resident of India. NRI and Foreign national mainly invest in the private limited company. Since, it is allowed to have 100% FDI under the automatic route. In India, the Government has now allowed 100% FDI in LLP under the automatic route.

Requirement for Filing the agreement

Digital Signature Certificate should be obtained by the all proposed partners and the proposed partners of the LLP. After DSC, partners required to obtain DPIN (Designated Partner Identification Number).Documents must be signed by Foreign Nationals and NRI copy of documents attached to it.

Documents to be attached for Foreign Nationals are:

  • Copy of Passport
  • Address Proof
  • Rest of the documents are same as for the Indian National.

All the Documents are to be notarized by the authorized professionals.

Documents required for foreigners residing in India

  • Resident Permit
  • Passport
  • Visa
  • Application form
  • Passport Photograph

Name Approval of LLP

Once the DIN is obtained, an application for reservation of name of LLP is made with the Ministry of Corporate Affairs (MCA). There need to be six options for names. It must not be generic and needs to have the distinct & unique structure according to the MCA regulations. After approval of name, the application for incorporation made within 60 days.

LLP Registration Process for NRI and Foreign Nationals

  • Obtain DSC and DIN.
  • Approve name of the LLP from the Indian Government
  • File an application for incorporation of LLP with Government.
  • File LLP agreement within 30 days from the date of incorporation of LLP

 Filing for Incorporation of an LLP

LLP application can be filed by the partners with MCA along with the required documents including the subscribers sheet. After satisfaction that all the requirement of incorporation of LLP has been duly complied as per the provision of LLP Act 2008, the registrar of companies shall issue the Certificate of Incorporation and after getting COI the partners can commence their business.

Filing LLP Agreement

LLP agreement must be duly signed and filed by the partner within 30 days if the agreement is not filed within the period of 30 days, it may attract the heavy penalty on the partners who are liable for such default.

How can Foreign National and NRI register an LLP?

In India, LLP registration started in 2008. This has become quick and popular amongst small businesses owing to the low registration cost and lesser compliance requirement as compared to a private limited company.

India Entry for NRIs and Foreign Nationals

Company Incorporation is the most preferred entry strategy in India for NRIs and Foreign Nationals. This is because 100% FDI under the automatic route which has been the main reasons for the popularity of private limited company amongst NRIs and Foreign Nationals.

LLP Registration and investment in India was a cumbersome process before November 2015.Due to this company registration was preferred over LLP registration by NRIs and Foreign Nationals. But, after the relaxation of FDI norms in November 2015, it is easy to register LLP by NRIs and Foreign Nationals. This is considered an ideal investment vehicle for establishing a small business in India with FDI policy.

The opening of Branch Office requires an approval from RBI. In this case, only well-established businesses having good track record in terms of financials are allowed to open a branch office in India.

02
Mar
17
Duties and Rights in LLP

Limited Liability Partnership is a business firm with limited liability. LLP is giving you the advantage of ‘Company’ and ‘partnership’. LLP was passed under limited liability partnership act, 2008.This type of firm is superior to the partnership. In this case single person is not responsible for any misconduct. LLP do not have the concept of shared capital but the contribution of partners.

LLP is a unique form of Business in which partners are limited to their capital contribution.LLP requires fewer compliance formalities. Business is flexible because partners can decide how they will individually contribute to the business operations.LLP is beneficial because no tax is levied on a distribution of profits amongst the partners.

Duties and Rights of the partner in LLP

  • In LLP each partner has the right to take part in the conduct of Business.
  • In LLP every partner has the right to access copy of the books of account.
  • In LLP every partner is bound to attend diligent duties in the conduct of business.
  • In LLP business there are factors which similar to the corporate such legal duties and obligations of limited partners.
  • Partners in a limited liability partnership have a full managerial function.
  • The difference in the process of ordinary matters may decide by the majority of the partners.
  • Every partner has the right to present his/her opinion before the matter is decided.
  • Legal representative has the right to access in case partners dies.
  • The legal right of partners is the capacity to transact business with the limited liability partnership.
  • Partners accept full personal responsibility for a partnership liability.
  • Partners have right to vote without incurring liability. They are allowed to vote for amendments and for the dissolution.
  • Partners have the right to vote for fundamental changes.
  • Property rights are according to the development in the system of capital.

Authority of partners

  • Submission of the dispute related to the Business.
  • Partners can open an account on behalf his/her name.
  • Compromise and relinquish on any portion by the claim of LLP.
  • The suit can be withdrawn on behalf of the LLP.
  • Acquire and transfer immovable property of LLP.

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