The Limited Liability Partnership

1. Limited Liability Partnership, “meaning” – The limited liability Partnership is a midway between a Company and a Partnership. It provides benefits of limited liability to the members as well as allows its members the flexibilities of a partnership by allowing them to organize their internal structure which is based upon the mutual agreement among them. Like a company it is a legal entity being separate from its from its partners, but unlike a partnership the liability of partners is limited to their capital contribution, whereas, in a partnership the liability of partnership is unlimited.

2. Important features of LLP –

i.	LLP is governed by the Limited Liability Partnership Act 2008, any two or more persons can come together to form an LLP with an intent to carry on a lawful business with a view to profit can subscribe their names to incorporation document and file the same with the registrar.
ii.	The mutual rights and duties of partners and the LLP is governed by the agreement between them, in absence of such agreement it shall be governed by the provisions of the LLP Act 2008.
iii.	The liabilities of partners are though limited to their capital contribution and no partner would be liable for un-authorized actions of other partners or their misconduct, but, the liabilities of the LLP and partners who have acted to defraud creditors or for any fraudulent purpose, in such case their liability shall be unlimited for all debts.
iv.	Every LLP shall have two partners and two individuals shall be designated partners one of the designated partners shall be Indian resident.
v.	The LLPs shall maintain an annual account reflecting their state of affairs, and a statement of accounts and solvency should be filed to the registrar.
vi.	The winding up of LLP can be voluntary or by the Tribunal established under the companies Act 1956, till the tribunal is established this power lies with the High Court.
vii.	The central Government is has been conferred with power by the LLP Act to apply the Provisions of the Companies Act  to the LLPs as and whenever such required.
viii.	It has perpetual successin
ix.	Suffix LLP or limited liability partnership is added to the name.
x.	Partners can enter into contract with LLP

3. Requirements for incorporation of an LLP.

1. Registration on LLP website – Firstly the individual who is interested in incorporation of an LLP has to register him on the LLP website and fill in the registration form.
2. Acquiring Digital Signature Certificate
   1. Digital signature is an electronic equivalent of the physical or paper signature.
   2. The partner or the designated partner whose signature has to be affixed on e-forms has to acquire the digital signature certificate (DSC) from the certifying authority.
   3. Certifying agency/Authority – The certifying authorities are those agencies which have been Granted license to issue DSC under section 24 of the IT Act 2000. Such Authorities has been enumerated below:
      1. Tata Consultancy Services(TCS)
      2. National Informatics Center(NIC)
      3. IDRBT Certifying  Authority
      4. SafeScrypt CA Services, Sify Communications Ltd.
      5. (n) Code Solutions CA
      6. MTNL Trust Line
      7. Customs & Central Excise
      8. E-MUDHRA
   4. Cost of obtaining DSC – It differs from authority to authority.
   5. Time taken In acquiring DSC from CAs – 3 to 7 days
   6. Validity Period of DSC – 1 or 2 years.
   7. Legal Status of DSC – Legally admissible in the court of laws.
   8. Types of DSC –
      1. Class 2: In this the person is verified against a pre-verified database.
      2. Class 3: in this a person has to present himself in Front of Registration Authority to prove his identity.
   9. How DSC is obtained-
      1. Application form can be downloaded from the website of certifying authority, and printout of the same is taken as hard copy.
      2. Form has to be filled correctly and a self attested PAN card and an address proof has to be attached along with the form.
      3. Payment in cash /cheque/DD is made in favour of agency.
      4. The complete set is sent at address of the agency.
3. Reservation of Proposed name –
   1. E-form – Form 1, can be downloaded from website of LLP, in which all details are filled and 6 choices are indicated.
   2. Digital Signature – It has to be appended on the e-form.
   3. Payment – The required payment is to made by a master or a visa card.
   4. Details – name of 2 designated partners or partners, identification No. such as DPIN  Tax PAN No., name of state where it has to be registered, name of office of registrar of state where the registered office of  company is to be situated.
4. Incorporation
   1. Form – e-form 2 that is “incorporation document has to be downloaded and filled up correctly.
   2. Digital signature – the digital signature of designated partner whose name is mentioned on the incorporation document and of the CA/Advocate/CS who was engageed in formation of LLP is appended on the form.
   3. Fees for registration
      1. Contribution not more than 1 Lakh – Rs. 500
      2. Contribution more than 1 lakh but not exceeding 5 lakhs – Rs. 2000
      3. Contribution more than 5 lakhs but not exceeding 10 lakhs – Rs. 4000
      4. Contribution more than 10 lakhs- Rs. 5000
   4. Time taken in incorporation – within 14 days of submission of complete documents certificate of incorporation is issued.