FAQ ON LIMITED LIABILITY PARTNERSHIP
Ans. Name reservation: The first step to incorporate Limited
liability partnership (LLP) is reservation of name of LLP. Applicant has to file
e Form 1, for ascertaining availability and reservation of the name of a LLP
business.
Incorporate
LLP: After reserving a name, user has to file e Form 2 for incorporating a new
Limited Liability Partnership (LLP).
E
Form 2 contains the details of LLP proposed to be incorporated, partners’/
designated partners’ details and consent of the partners/ designated partners
to act as partners/ designated partners.
LLP
Agreement: Execution of LLP Agreement is mandatory as per Section 23 of the
Act. LLP Agreement is required to be filed with the registrar in eForm 3 within
30 days of incorporation of LLP.
Ans. Yes, an existing partnership firm can be
converted into LLP by complying with the Provisions of clause 58 and Schedule
II of the LLP Act. Form 17 needs to be filed along with Form 2 for such
conversion and incorporation of LLP.
Ans. Yes, any existing private company or existing
unlisted public company can be converted into LLP by complying with the
Provisions of clause 58 and Schedule III and IV of the LLP Act. Form 18 needs
to be filed with the registrar along with Form 2 for such conversion.
Ans. No, only private / unlisted public company can be converted
into LLP.
Ans. Yes, conversion application (Form 17 or 18) can be rejected by
the registrar, if not found appropriate along with e Form 2.
The
applicant has the option to go for appeal against the application rejected
within 90 days and inform the registrar about the action undertaken. After the
appeal is decided, the registrar can mark the status of e Form as ‘Sent for
re-application’ or ‘Rejection confirmed’.
Ans.
In case the e Form is marked as ‘Sent for re-application’, the
applicant is required to file fresh Form 17 or 18 along with Form 2 within 60
days, failing which the Form will be marked as ‘Rejection confirmed’ by the
system.
In
case of re-application, the fee is not required to be paid again while
re-applying for conversion.
Ans. Any private company or unlisted public company
can be converted into LLP. However, in this case LLP shall take same name as
that of the company at the time of conversion.
Ans. File LLP Form No. 1 (Application for reservation or change of
name) by logging on to the LLP portal along with the fee prescribed and
attaching the digital signature of the designated partner proposing to
incorporate a LLP.
Also,
refer the LLP name availability guidelines prescribed under section-15 read
with Rule-18 of LLP Rules, 2009.
Ans. The approved name of LLP shall be valid for a
period of 3 months from the date of approval. If the proposed LLP is not
incorporated within such period, the name shall be lapsed and will be available
for other applicant/ LLP. Please note that there shall not be any provision for
renewal of the name.
Ans. No, name of the LLP shall end with either
‘Limited Liability Partnership’ or ‘LLP’. Word ‘limited’ shall be allowed in
name only within ‘Limited Liability Partnership’.
Ans. Since Stamp Duty is the subject reserved for
the States, the LLP Act does not contain any provision for treatment of stamp
duty issues. The stamp duty payable will depend upon the relevant Stamp Act
prescribed by the State Government/Union Territory.
Ans. Every partner shall inform the LLP of any
change in his name or address within a period of fifteen days of such change.
The LLP, in turn, would be under obligation to file such details with the
Registrar within thirty days of such change in Form 4.
Ans. No, Appointment of at least two “Designated Partners” shall be
mandatory for all LLPs.
Every
LLP shall be required to have atleast two Designated Partners who shall be
individuals and at least one of the Designated Partner shall be a resident of
India. 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.
Ans. Filing of addendum to Form 2 with Form 2 or
addendum to Form 4 with Form 4 is required to be filed if the Total number of
designated partners and partners for which the Form is filed exceed 200.
Ans. In case Form 2 or any addendum to Form 2 is marked as RSUB, then
the Form 2 and all the corresponding addendums shall be marked as RSUB and
shall have to be resubmitted by the stakeholder. In case Form 2 is resubmitted,
status of Form 2 ‘Pending for addendum to Form 2’ and shall be changed to
‘pending for action’ once all the required addendums are filed.
The
above scenario is similarly applicable in case of Form 4 or any addendum
thereto.
Ans. eform 3 and eform 4 are required to be filed
for appointment of new and resignation of existing partners within thirty days
of such cessation or appointment without additional fee and with additional fee
thereafter
Ans. The change in partner’s details can be
intimated by filing eform 4 within thirty days of such change without
additional fee and with additional fee thereafter.
Ans. Yes, it mandatory to execute and file LLP Agreement in view of
Section 2(0) & (q) , 22 and 23 of the Act.
As per
provisions of the LLP Act, in the absence of agreement as to any matter, the
mutual rights and liabilities shall be as provided for under Schedule I to the
Act. Therefore, in case any LLP proposes to exclude provisions/requirements of
Schedule I to the Act, it would have to enter into an LLP Agreement,
specifically excluding applicability of any or all paragraphs of Schedule I
Ans. A limited liability partnership willing to file
the information with regard to initial LLP agreements or any changes thereto,
and the number of partners exceeds maximum number allowed in the eform, will
need to enter/ update the details of all partners through a screen for ‘Enter/
Update partners’ detail for filing LLP agreement’ which shall be available to
the designated partners (as business partner) after login to MCA portal.
Ans. In this case filing shall not be allowed if
there is any eform 3 and any eform 4 for cessation of a designated partner or
partner pending for payment of fee or any eform 3/4 is under processing in
respect of the LLP.
Ans. LLP is required to file LLP Form 8 (Statement
of Account & Solvency) and LLP Form 11 (Annual Return) annually. The
‘Annual Return’ is required to be filed within 60 days of close of the
financial year and ‘Statement of Accounts & Solvency’ shall be filed within
30 days from the end of six months of the financial year to which it relates.
Every LLP has to maintain uniform financial year ending on 31st March of a
year.
Ans. LLP is required to file LLP Form 8 (Statement
of Account & Solvency) and LLP Form 11 (Annual Return) annually. The
‘Annual Return’ is required to be filed within 60 days of close of the
financial year and ‘Statement of Accounts & Solvency’ shall be filed within
30 days from the end of six months of the financial year to which it relates.
Every LLP has to maintain uniform financial year ending on 31st March of a
year.
Ans. In case LLP has been incorporated on or after
1st October of financial year, then LLP can close its first financial year
either on the coming or next 31st March i.e. LLP files its first financial year
details for 18 months.
Ans. In case total number of designated partners
(DP) and partners as on 31st March of the financial year for which return is
being filed exceeds two hundred, details are required to be updated through the
screen. These details are required to be provided in the screen before filling
eForm 11. Once the details are updated on the LLP portal, a service request
number (SRN) shall be generated by the system and the same is to be mentioned
at the time of filing of form 11. Also note that filing of form 11 shall not be
allowed in case there is any other eForm 11 pending for payment of fee or any
other eForm 11 is under processing or already approved in respect of the SRN.
Ans. The charge details i.e. creation, modification
or satisfaction of charge, can be filed through Appendix to eForm 8(Interim).
However, it is not mandatory to file the charge details with the office of
Registrar but the stakeholders can voluntarily file the same.
Ans. You are required to file eForm 15 at LLP
portal only once. Existing registrar shall process the eForm and forward the
same to the new Registrar for registration. Please note that approval of such
eForm 15 shall not be allowed in case there is any other eForm(s) pending for
payment of fee or is under processing in respect of the LLP. Upon approval,
Certificate for change of registered address from the Registrar office shall be
provided.
Ans. It has been provided in the Act that a document
may be served on a LLP or a partner or designated partner by sending it by post
or by any other mode (to be prescribed under Rules) at the registered office
and any other address specifically declared by the LLP for the purpose in such
form and manner as may be prescribed (in the rules). Thus, an LLP shall have
option to declare one more address within the jurisdiction of same ROC (other
than the registered office) for getting statutory notices/letters etc. from
Registrar.
Ans. Foreign entity can file an application for reservation of its
name or for renewal of name reserved earlier by filing an application in eForm
25.
The
name will be reserved in system for a period of three years and an application
for renewal of name should be filed before the expiry of three years. In case
of renewal of name, the name should be reserved for a further period of three
years after renewal date.
Ans. Foreign LLP can establish a place of business
in India by filing Form 27 giving the particulars of incorporation of foreign
LLP, details of DPs/ partners of that foreign LLP and details of atleast two
authorised representatives for complying with regulation of LLP act.
Ans. Yes. One should keep a track of the SRN till it
is approved. In case of any defect, incompleteness or to call any further
information, concerned MCA office can mark the status of SRN as ‘Required
Resubmission’ or ‘Waiting For User Clarification’. In such a case, the
concerned company/ person will be required to rectify such defects or
incompleteness or furnish further information, within prescribed period.
Ans. You are required to file eForm 32 (Addendum),
to rectify the defects pointed out or furnish further information/ document(s)
called for by the concerned registrar office.
Ans. Addendum Form 32 can be filed only in case
status of the relevant LLP eForm(s) in respect of which addendum is being filed
is ‘Pending for user clarification’ (PUCL). This eForm cannot be filed suo-motu
by the LLP or stakeholder (that is in case status is other than PUCL).
Ans. You are required to re-submit your eForm to
rectify the defect(s)/ incompleteness pointed out by the concerned MCA office.
If you fail to re-submit your eForm, you will be required to file the eForm
afresh with payment of fee and additional fee, as applicable.
Ans. The user has to log on to LLP portal to avail the service. The
following documents/ information of LLP will be available for inspection by any
person:-
•
Incorporation document,
•
Names of partners and changes, if any, made therein,
•
Statement of Account and Solvency
•
Annual Return
The
fees for such inspection of a LLP is Rs 50/-
Ans.Yes,
a user can take a certified copy or extract of any document from the below
mentioned list of documents by paying a nominal fee of Rs. 5/- per page:-
•
Incorporation document,
•
Names of partners and changes, if any, made therein,
•
Statement of Account and Solvency
•
Annual Return
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