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All about LLP


Dipen Thakkar on 07 August 2014 Comments

LLP: Limited Liability Partnership

LLP Registration Hello Friends,

@13000 It is said that Business lies in the Blood of


llp-registration-services-consultants.… the ‘Guajaratis’ & there are different forms
of running business i.e. Proprietorship,
09346758595 To Regiser LLp
HUF, Partnership Firm, Company etc.
Company. LLp Inc+LLp Deed+LLp
Pan+LLp Tan Since last few years one new concept has
emerged as a vehicle of running a business
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with the combination of advantages of
partnership firm and company form of Submit Articles

organization Which is LLP Browse by Category

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It can be said that the LLP i.e Limited Liability Partnership lies between company and
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partnership form of business. It is like international wine in an Indian bottle.

So let’s have some brief intro about the LLP, A new emerging form of business,

LLP is governed by THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 the same has received
the assent of the president on 7th January,2009 and it is applicable to whole India.

Same as partnership deed or Memorandum of Association and Article of association in case


of company, Here limited liability partnership agreement is the chartered document for
the LLP

However the same is not mandatory, in absent of it Schedule-I of the Act will govern the
Mutual rights and duties of the LLP and its Partners but if the partners want to specifically
exclude any of the provision of the schedule-I then they have to prepare the LLP agreement
for example as per the provision of the schedule-I partners won’t get any remuneration
therefore to give remuneration to the partners they have to form the same.

The same is defined in the Act as follows,

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All about LLP http://www.caclubindia.com/articles/all-about-llp-21312.asp

7
These Designated Partners will take care of day to day activities of the Firm and will be
liable for any contravention of compliance provision of the Act.

Taxation Of LLP:
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Limited Liability Partnership will be treated as Partnership Firm for the purpose of Income
tax and accordingly,

All the relevant provisions regarding taxation of partnership firm is applicable to it provided
the exception for the same is provided in the Act itself.

Thus the LLP is taxed at the rate of flat 30% and applicable cess.

The Income of LLP will be charged to tax in the hands of the LLP only and not in the hands
of individual partners.

Remuneration to partners will be taxed as “Income from Business & Profession” and share of
profit in the hands of the partner is exempt from tax u/s 10(2A).

The LLP is allowed to get deduction of remuneration paid to the partners subject to the
maximum of limit prescribed u/s 40(b).

Benefit of presumptive taxation is not given to an LLP.

The Income tax return for the LLP is filed in the ITR-6 form though it is consider as
partnership firm for the taxation purpose one of the reason for the same may be as it is
governed and registered with ROC.

More over LLP is neither liable to DDT on the profit distributed by it to its partners nor liable
to wealth tax.

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Every LLP shall maintain such books of accounts which are sufficient to show the accurate
view of the financial position of the LLP and details of the transaction carried out by it.

The same can be maintain either on cash basis or on accrual basis in double entry
accounting system and must be kept at its registered office. More Subscription Options » Twitter Linkedin

Books of accounts are required to be preserved for at least eight years from the date on
which it was made.

Every LLP shall file the statement of Account and solvency in Form 8 with registrar within
30 days from the end of 6 months of the financial year to which the statements are
concerned.

Every LLP is required to file annual return with Registrar within 60 days from the end of
financial year in form-11.

Audit of LLP

As per the provisions of LLP Act and rules thereto provided every LLP whose turnover
Exceeds forty lakh rupees or whose contribution exceed twenty five lakh rupees in any
financial year then the same LLP is required to get its Books of Accounts audited by
chartered accountant in practice.

LLP V/s Partnership Firm

i. Main Difference between LLP & "traditional partnership firm"

Under “traditional partnership firm”, every partner is liable, jointly with all the other
partners and also severally for all acts of the firm done while he is a partner.

Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no
partner is liable on account of the independent or un-authorized acts of other partners, thus
allowing individual partners to be shielded from joint liability created by another partner’s
wrongful acts or misconduct.

Points in Favor Of LLP:

- No maximum limit in No. of partners

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All about LLP http://www.caclubindia.com/articles/all-about-llp-21312.asp

- 7Separate legal entity


- Foreign official can be a partner
- LLP can own property in its Own Name
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Liability of LLP is limited

Points Against LLP:

- Registration Of LLP is compulsory


- Name of LLP must get approved
- Cost Of formation Is High
- Minor can’t be partner
- Designated partner must obtained DPIN

LLP V/s Company

Main Difference between LLP & a Company

A basic difference between an LLP and a joint stock company lies in that the internal
governance structure of a company is regulated by statute (i.e. Companies Act, 1956)
whereas for an LLP it would be by a contractual agreement between partners.

LLP will have more flexibility as compared to a company.

LLP will have lesser compliance requirements as compared to a company.

Points in Favor Of LLP:

a. Formation cost is less than formation cost of company


b. More flexible Operating Structure
c. No Limit In case Maximum of No. Of partners

Points Against LLP:


Ownership and management may be with same person

Procedure to form LLP

Now the question arises that how to form this LLP,

As per the provision of the act two or more person associated to carry on the lawful business
can form a LLP.

Any Individual, Foreign official , Indian Company , foreign company or foreign LLP or LLC
can be a partner in the LLP.

Even Foreign Nationals including Foreign Companies & LLPs can incorporate a LLP in India
provided at least one designated partner is resident of India.

However, the LLP/Partners would have to comply with all relevant Foreign Exchange Laws/
Rules/ Regulations/ Guidelines

So the basic requirement to form LLP is two or more partners among which two will be
designated partners and among them at least one will be Indian resident.

The following process can be followed to incorporate the, LLP

Conversion Of Existing Partnership Firm in to LLP:

Any existing partnership firm that is willing to get converted into LLP will need to apply
through Form 17 (Application and statement for the conversion of a firm into LLP. Form 17
needs to be filed along with Form 2 (Incorporation document and Subscriber’s statement).

As in the income tax partnership firm and LLP are treated as similar so on the conversion
from partnership firm to LLP there won't be any tax implication of capital gain if rights and
obligations of the partners remains same as before conversion.

Conversion Of a Company in to LLP:

Any private company/ unlisted public company that is willing to get converted into LLP need
to apply through Form 18 (Application and Statement for conversion of a private company/
unlisted public company into LLP). Form 18 needs to be filed along with Form 2

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(Incorporation document and Subscriber’s statement).

On conversion of company to LLP the transfer of asset won't be consider as transfer for the
purpose of capital gain if the conditions as laid down in section 47(xiiib) of The Income Tax
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Act,1961 is complied with.

The LLP so converted shall inform the concern registrar with in fifteen days of such
conversion about the conversion to strike off the name of the firm/company as the case may
be from the list of the names of firms/companies.

The limited liability partnership So Converted shall ensure that for a period of twelve
months commencing not later than fourteen days after the date of registration, every
official correspondence of the limited liability partnership bears the following:

“ A statement that it was, as from the date of registration, converted From a firm/Company,
as the case may be, into a limited liability partnership & The name and registration number,
if applicable, of the firm/Company from which it was converted.”

More over LLP so converted has to inform the previous registrar regarding such conversion
in applicable form as soon as the LLP is registered after conversion.

As there is no provision in the law for converting back the converted LLP in partnership firm
or company thus there is no u turn down the road so the decision of conversion must be
taken only after evaluating all the aspects precisely.

Closing Down of LLP

LLP can close down its business by adopting any of the following two ways:

A) Declaring the LLP as Defunct

In case the LLP wants to close down its business or where it is not carrying on any business
operations for the period of one year or more, it can make an application in eForm 24 to
the Registrar for declaring the LLP as defunct and removing the name of the LLP from its
register .

B) Winding up of LLP

It is the process where all the assets of the business are disposed off to meet the liabilities
of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides
for following two modes for winding up the LLP i.e.:

- Voluntary winding up
- Compulsory winding up

Foreign LLP:

As defined in the law under section 2(m),

"foreign limited liability partnership" means a limited liability partnership formed,


incorporated or registered outside India which establishes a place of business within India;

LLP over World:

LLP is not only in India it is present in different countries of the world as well.

It is there in Canada,China,Germany,Greece,japan,Kazakhstan,Poland,Romania,United
States and United Kingdom But In Some countries there is difference between some
features and working of the LLP and also known as LLC(Limited Liability Company) in some
Country.

Thus the LLP is such a partnership firm which is having limited liability although clothed
with the company format in its structure.

Thank You.

Feedback:
dipenthakkar28@gmail.com

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All about LLP http://www.caclubindia.com/articles/all-about-llp-21312.asp

Published in Corporate Law


7
LLP Act & rules issued by MCA
1852

Other Articles by Dipen Thakkar


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13 Comments for this Article

You need to be logged in to post comment

Dipen Thakkar Wrote on 10 August 2014

@ Tarun tax audit limit is 1 crore for LLP

Parth S. Purohit Wrote on 10 August 2014


NYC article :)

tarun Wrote on 10 August 2014

The article is awesome but can u clarify my doubt that limit of tax audit for LLP
have increased to 1 crores or not or it is the same 40 lakhs. Thanks in advance
for providing solution

Show more Comments All Comments :: 13

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