Limited Liability Partnership Ch-5 SBEC Best CS Executive Notes

Limited Liability Partnership

Introduction

What is Limited Liability Partnership (LLP)?
Limited Liability Partnership (LLP) is an incorporated partnership formed and registered under the Limited Liability Partnership Act 2008. Just like a Company, LLP form of business has limited liability and perpetual succession.

It is an alternative corporate business vehicle that provides the benefits of limited liability but allows its partners the flexibility of organizing their internal structure as a partnership based on a mutually arrived agreement.

Features of LLP

The features of the Limited Liability Partnership are as follows:—

  • The LLP is a body corporate and a legal entity separate from its partners.
  • Any two or more persons, associated for carrying on a lawful business with a view to profit, may by subscribing their names to an incorporation document and filing the same with the Registrar, form a Limited Liability Partnership.
  • The LLP has a perpetual succession;
  • The mutual rights and duties of partners of an LLP inter se and those of the LLP and its partners shall be governed by an agreement between partners or between the LLP and the partners subject to the provisions of the legislation.
  • The liability of the partners is limited to their agreed contribution in the LLP which may be tangible or intangible in nature or both tangible and intangible in nature.
  • No partner would be liable on account of the independent or un-authorized acts of other partners or their misconduct;
  • Every LLP shall have at least 2 partners and shall also have at least 2 individuals as Designated Partners, of whom at least one shall be resident in India.
  • A statement of accounts and solvency shall be filed by every LLP with the Registrar every year.
  • The Central Government has power to investigate the affairs of an LLP, if required, by appointment of competent inspector for the purpose;
  • The Indian Partnership Act, 1932 shall not be applicable to LLPs.
  • A partnership firm, a private company and an unlisted public company may convert themselves to LLP in accordance with provisions of the proposed legislation;
  • Like the company, an LLP can be wound up either voluntary or by the Tribunal established under The Companies Act, 2013.

Advantages of LLP

  • Easy to form as compare to companies – Less Compliances and less time consuming process
  • Limited liabilities of Partners – Partners personal assets are not liable for the debt of LLP. Further, a partner is not liable for personal torts or frauds of other partners.
  • Perpetual Succession
  • Management in the hands of partners directly
  • Easy admission of new partners; old partner can leave LLP easily
  • No Dividend Distribution Tax (DDT) on distribution of profits among the partners
  • No compulsory audit requirement (Tax audit requirement is applicable)
  • Less compliances as compare to Companies
  • Flexible LLP Agreement – Partners are free to draft LLP agreement according to their convenience
  • Easy to wind up as compare to companies

Disadvantages of LLP  

  • Restricted access to Capital Market – LLP cannot issue shares for raising funds
  • Rights of Partners – There is no “one share one vote” system in case of LLP. Partners may design LLP Agreement in a way that one partner may get more rights than another.
  • Disclosures – LLP must file its Annual Returns, Financial Statements etc. to the Registrar of LLPs annually. These documents can be inspected by public by paying applicable fee.
  • Limitations in formation – LLP must have one person resident in India to act as Designated Partner. Further FDI in LLP is allowed through government route only and that too in those sectors only where 100% FDI is allowed under automatic route under the FDI Policy.
  • Penalties on daily basis
  • Exit Options are Not Easy for LLPs in default of Filings: A LLP who has defaulted in filings its statement of accounts and annual return with the Registrar of LLPs, willing to shut down its operations and wind up, will have to make its default good first by filing necessary e-forms with late filing fee.
  • Limited Liability Partnerships are not allowed to raise ECB.

Distinction between LLP and Partnership

  1. Separate Legal Entity: LLP is a separate legal entity and therefore, can be sued or it can sue others without involving the partners. A partnership firm is not distinct from the several persons who compose it.
  2. Limited Liability: The partners of a LLP would have limited liability i.e. they would not be liable beyond the money contributed by them. Whereas, partners of a firm would have unlimited liability.
  3. Dissolution: The retirement or death of a partner would not dissolve the LLP. On the other hand, the death or retirement of a partner would dissolve the partnership firm.
  4. Property: In a partnership, the property of the firm is the property of the individuals comprising it. In a LLP, it belongs to the LLP and not to the individuals comprising it.
  5. Incorporation: Whereas a partnership can be formed either orally or by a deed of agreement whether registered or not, LLP is formed by an incorporation document and an LLP agreement, thus, giving it a legality.
  6. No. of Partners: Whereas a registered or unregistered partnership cannot have more than 20 partners, LLP can have more than that number since no upper limit has been laid down by the Act.
  7. Perpetual Succession: A LLP has perpetual succession, i.e. the death or insolvency of a shareholder or all of them does not affect the life of the LLP, whereas the death or insolvency of a partner dissolves the firm, unless otherwise provided.
  8. Business with own firm/LLP: Whereas an individual partner would not be able to conduct business transaction with the partnership firm of which he is a partner, a partner of LLP in his separate capacity as a legal person can do business with the LLP since the LLP is a separate legal entity by itself.

Distinction between LLP and Company

  1. In case of LLP, the need for defining the objects to be pursued and the other matters which are necessary for furtherance of the objects as well as framing the Share Capital clause in the memorandum for incorporating a company is reduced into a simple procedure of filling of the prescribed information in the Incorporation document and statement in Form No. 2.
  2. In case of LLP, a ‘limited liability partnership agreement’ (LLPA) is prepared which is a variant of the ‘articles of association’ of a company.
  3. Whereas the memorandum of a company is required to name the state in which it is required to be incorporated, there is no such obligation in the case of LLP. Consequently, the detail procedure involved in changing the registered office from the state of incorporation to another state is not required to be followed in case of a LLP.
  4. In the LLP Act, there is no such stipulation for meeting of partners either periodically or compulsory at the year end as stipulated for directors and shareholders meetings in the Companies Act.
  5. There is no separation between management of the LLP and the ownership as is observed in a company since all the partners, unlike all the directors, can take part in the day to day affairs of the LLP.
  6. In case of a company no individual director can conduct the business of the company but in an LLP, each partner has the authority to do so unless expressly prohibited by the partnership terms.
  7. Whereas, the Companies Act contemplates regulating the remuneration payable to directors, there are no corresponding provisions in the LLP Act for remuneration payable to designated partners. The same could be as per the LLP Agreement.
  8. In the case of LLP, unlike in the case of companies, there are no restrictions on the borrowing powers.
  9. The LLP can choose to maintain the accounts on cash basis/accrual basis whereas under the Companies Act, accrual method is compulsory.
  10. Audit of a company is compulsory. Conversely, the audit of LLP is not compulsory if the capital contributed does not exceed Rs. 25 lakh or if the turnover does not exceed Rs. 40 lakhs.
  11. Cost audit as contemplated in Section 148 of the Companies Act, 2013 has not been prescribed for LLPs.
  12. The appointment of Company Secretaries as required under Section 203 of the Companies Act, 2013 is not provided in the LLP Act. However, the annual return of a LLP in form 11 is to be certified as ‘true and correct’ by a Company Secretary in practice.

Suitability of Structure of LLP
The LLP structure seems most suited for partnership concerns set up by professionals such as company secretaries in practice and others, by offering them the benefits of limited liability on one hand and the flexibility in internal management that is akin to partnerships on the other. Venture capitalists might also be attracted to the LLP structure owing to the ability of the partners to participate in management without the risk of losing limited liability, the absence of capital maintenance rules and the likely advantageous tax position.

STEPS IN THE INCORPORATION OF LIMITED LIABILITY PARTNERSHIP

The incorporation document shall be filed in Form FiLLiP (Form for incorporation of Limited Liability Partnership) with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated.

First Step – Obtaining DIN Number (if required)
To incorporate a LLP, atleast 2 persons are required one of whom shall be resident in India. Further, there shall be atleast 2 designated partners having DIN.

Thus, every applicant who would become the designated partner of the LLP must have a DIN. Application for DIN can be made online through Ministry of Corporate Affairs (MCA) website. The applicant can submit E-form DIR-3 to apply for DIN.

It should be noted that an application for allotment of DIN up to two Designated Partners, shall be filed in e-form FiLLiP with the Registrar, in case of proposed Designated Partners not having approved DIN.

Second Step – Registering Digital Signatures of Designated Partners
The applicants whose signatures would be placed on the application forms must have a Class 2 Digital Signature Certificate (DSC) from an authorized certifying agency. This DSC has to be registered on the MCA website.

Third Step – Application for the availability of name in LLP-RUN
Application for reservation of name shall be filed in LLP-RUN. While applying for the name, provisions of Rule 18 of LLP Rules shall be followed (for details see annexure to this chapter).

Where the Registrar informs applicant about reservation of name with which the LLP is to be registered or changed name, as the case may be, such name shall be available for reservation for a period of 3 months from the date of intimation by the Registrar.

It should be noted that name can be proposed in e-form FiLLiP.

Forth Step – Filing of Incorporation documents in e-form FiLLiP

According to section 11(1) of the Limited Liability Partnership Act, 2008, for a limited liability partnership to be incorporated—

  • 2 or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document;
  • the incorporation document shall be filed in e-form FiLLiP with the registrar of the state in which the registered office of the limited liability partnership is to be situated; and
  • a statement in the Part B of e-form FiLLiP shall be filed along with the incorporation document, made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the limited liability partnership and by anyone who subscribed his name to the incorporation document, that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto.

If a person makes a statement under clause (c) of Sub-Section (1) which he—

  • knows to be false; or
  • does not believe to be true,

shall be punishable

  • with imprisonment for a term which may extend to 2 years and
  • with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 5 lakh.

Subject to prior compliance with the requirements of section 11(1) of the Act, section 12(1) mandates the Registrar to register the incorporation document and issue a certificate of incorporation within 14 days. The certificate of incorporation shall be conclusive evidence that the limited liability partnership is incorporated by the name specified in the incorporation document.

Documents to be attached with e-form FiLLiP

  1. Consent of partners;
  2. In case of partners are body corporates, certified true copy of board resolution passed by such body corporate partners;
  3. Proof of address of registered office of LLP;
  4. Subscribers’ sheet including consent;
  5. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner;
  6. Copy of approval obtained from any sectoral regulator/in-principle approval;
  7. Identity and address proof of individuals acting as Partner and/or Designated Partner;
  8. List of main objects of an LLP;
  9. If the name proposed is liked to registered trademark, NoC from the trade mark owner;
  10. NOC of foreign body corporate for usage of name (In case of foreign entities intending to incorporate LLPs in India)

LLP Agreement

LLP agreement means any written agreement

  • between the partners of the LLP or
  • between the LLP and its partners

which determines

  • the mutual rights and duties of the partners and their rights and duties in relation to that LLP;

As LLP Agreement is an instrument determining the mutual rights and duties of the partners and their rights and duties in relation to that LLP, it shall be printed on the stamp paper of requisite value.

All partners should sign the agreement at the bottom of all pages and two witnesses should sign the agreement at the end of the document.

As per Section 23(4) of LLP Act, in the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the LLP and the partners shall be determined by the provisions relating to that matter as are set out in the First Schedule.

As per Section 23 of LLP Act and Rule 21 of LLP Rules, every LLP shall file LLP Agreement in e-Form 3 with the ROC within 30 days of incorporation.

Important Clause to be incorporated in LLP Agreement

  1. Name of LLP
  2. Registered Office of the LLP
  3. Business of the LLP
  4. Details of Designated Partners
  5. Capital Contribution by each Partner
  6. Profit Sharing and Loss Sharing Ratio among the Partners
  7. Provisions related to Admission, Retirement, Resignation and Expulsion of Partners
  8. Provisions related to the Remuneration to the Partners and Interest on Capital
  9. Provisions w.r.t the operation of Bank account transactions of the LLP
  10. Provisions w.r.t the maintenance of books of accounts and other documents, method of accounting and the details relating to the Accounting year of the LLP.
  11. Manner in which the decisions of LLP shall be taken in the meeting of the partners and shall also provide as to how the same shall be recorded in the minutes and the place of maintenance of such minutes book etc.
  12. Provision regarding Indemnities.
  13. Provision for resolving disputes between the members.
  14. Term of validity of such LLP agreement/Provisions w.r.t winding up of LLP

THE FIRST SCHEDULE
[See section 23(4)]

PROVISIONS REGARDING MATTERS RELATING TO MUTUAL RIGHTS AND DUTIES OF PARTNERS AND LIMITED LIABILITY PARTNERSHIP AND ITS PARTNERS APPLICABLE IN THE ABSENCE OF ANY AGREEMENT ON SUCH MATTERS

  1. The mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and its partners shall be determined, subject to the terms of any limited liability partnership agreement or in the absence of any such agreement on any matter, by the provisions in this Schedule.
  2. All the partners of a limited liability partnership are entitled to share equally in the capital, profits and losses of the limited liability partnership.
  3. The limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him—
    • in the ordinary and proper conduct of the business of the limited liability partnership; or
    • in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
  1. Every partner shall indemnify the limited liability partnership for any loss caused to it by his fraud in the conduct of the business of the limited liability partnership.
  2. Every partner may take part in the management of the limited liability partnership.
  3. No partner shall be entitled to remuneration for acting in the business or management of the limited liability partnership.
  4. No person may be introduced as a partner without the consent of all the existing partners.
  5. Any matter or issue relating to the limited liability partnership shall be decided by a resolution passed by a majority in number of the partners, and for this purpose, each partner shall have one vote. However, no change may be made in the nature of business of the limited liability partnership without the consent of all the partners.
  6. Every limited liability partnership shall ensure that decisions taken by it are recorded in the minutes within thirty days of taking such decisions and are kept and maintained at the registered office of the limited liability partnership.
  7. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives.
  8. If a partner, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, he must account for and pay over to the limited liability partnership all profits made by him in that business.
  9. Every partner shall account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property, name or any business connection of the limited liability partnership.
  10. No majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.
  11. All disputes between the partners arising out of the limited liability partnership agreement which cannot be resolved in terms of such agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).

Alteration of LLP Agreement

  • As per Rule 21 of LLP Rules, any change in LLP Agreement shall also be filed in e-Form 3 within 30 days of such change.

Alteration of LLP Agreement due to change in Partner /Designated Partner
If the change in LLP agreement is due to change in partner(s)/ designated partner(s), Form 4 is also required to be filed along with Form 3.

Name of LLP

According to Section 15,

  1. Every limited liability partnership shall have either the words limited liability partnership or the acronym LLP as the last words of its name.
  2. No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is
    • undesirable; or
    • identical or too nearly resembles to that of any other partnership firm or limited liability partnership or body corporate or a registered trade mark, or a trade mark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999 (47 of 1999)

Application for reservation of name shall be filed in LLP-RUN. While applying for the name, provisions of Rule 18 of LLP Rules shall be followed.

Every such application shall be made through the web service, RUN-LLP, available at www.mca.gov.in, which may either be approved or rejected, as the case may be, by the Registrar after allowing a re-submission of such application within 15 days for rectification of defects

Where the Registrar informs applicant about reservation of name with which the LLP is to be registered or changed name, as the case may be, such name shall be available for reservation for a period of three months from the date of intimation by the Registrar.

Change in Name of the LLP [Rule 20]
The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement.

Where the limited liability partnership agreement is silent on this matter, consent of all partners shall be required for changing the name of the limited liability partnership.

Notice of change of name shall be given to ROC in Form 5 within 30 Days.

The Registrar on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of incorporation in the new name and the changed name shall be effective from the date of such certificate.

Registered Office of LLP

Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received.

Change in Registered Office of LLP

  • Limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement.
  • Where the limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place.
  • Where the change in place of registered office is from one state to another state, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors. Further, in such case, LLP shall Publish a general notice, not less than 21 days before filing any notice with Registrar,
    • in a daily newspaper published in English and
    • in the principal language of the district in which the registered office of the LLP is situated and circulated in that district

giving notice of change of registered office.

  • Notice of change of registered office shall be filed with the Registrar in LLP -Form 15 within 30 days from
    • the date of the resolution, where registered office is changed within the same state and
    • the date of the publication of Public Notice where registered office is changed from one state to another state.

ANNUAL COMPLIANCES OF LLP

(a) Filing of Annual Return

  • LLP is required to file Annual returns in Form 11 within 60 days of the closure of the Financial Year.
  • In case the annual turnover of the LLP exceeds Rs 5 crores or the Capital contribution from Partners exceeds Rs 50 Lakhs, the annual return should be accompanied by a Certificate from Practising Company Secretary to the effect that annual return contains true and correct information.

(b) Filing of Statement of the Accounts or Financial Statements

  • All LLPs are required to maintain their Books of Accounts in Double Entry System. They also need to prepare a Statement of Solvency (Accounts) every year ending on 31st every limited liability partnership shall file the Statement of Account and Solvency in Form 8 with the Registrar, within a period of 30 days from the end of 6 months of the financial year to which the Statement of Account and Solvency relates.
  • LLPs whose annual turnover exceeds Rs. 40 lakh or whose contribution exceeds Rs. 25 lakh are required to get their accounts audited by a qualified Chartered Accountant mandatorily.
  • The penalty for non-filing of these forms with the ROC is Rs. 100 each day during which such failure continues, subject to a maximum of 1 lakh rupees for the limited liability partnership and 50,000 rupees for every designated partner

(c) Filing of Income Tax Returns

  • Every LLP is required to close its financial year on 31st March every year as per the Income Tax Act and is also required to file their returns with the Income Tax Department.
  • The LLP whose annual or capital contribution exceeds Rs. 25 Lakhs are required to get their accounts audited under the provisions of the Income Tax Act.
  • Maintenance of book of accounts is mandatory for LLP, irrespective of annual turnover.
  • It is mandatory for LLP to file return of income electronically under digital signature, if its accounts are required to be audited under section 44AB (whose turnover exceeds INR 1 Cr. in case of a business or INR 50 Lakh in case of a profession) of the Income Tax Act.
  • Due dates for an LLP to file their Income Tax Returns are as follows:

Particulars

Due Dates

LLP who is required to get its accounts audited under the Income-tax Act or under any other law

September 30 of the assessment year

LLP who is required to furnish a report in Form No. 3CEB under Section 92E of Income Tax Act

November 30 of the assessment year

In any other case

July 31 of the assessment year

EVENT BASED COMPLIANCES FOR LLP

Sections

Nature of Events

Compliance requirement

Penalty for noncompliance

7(3)&(4)

Consent & Particulars of Partner/Designated

Partner

Filing of consent of Partner/ Designated Partner to act as such with the ROC in E Form- 4 within 30 days of the appointment as the designated partner

LLP and its every partner shall be liable to a penalty of 5,000 rupees and in case of continuing contravention, with a further penalty of 100 rupees for each day after the first during which such contravention continues, subject to a maximum of 50,000 rupees for the limited liability partnership and 25,000 rupees for its every designated partner.

9

Vacancy of
Designated Partner

Filling of vacancy of Designated Partner within 30 days of vacancy and intimation of same to Registrar in Form- 4

The LLP and all its partner shall be liable to a penalty of 10,000 rupees, and in case of continuing contravention, with a further penalty of 100 rupees for each day after the first during which such contravention continues, subject to a maximum of 1 lakh rupees for the limited liability partnership and 50,000 rupees for its every partner

13(3)

Change of Registered Office

File the notice of any change in registered office with the Registrar of Companies in E Form – 15 within 30 days of shifting and any such change shall take effect only upon such filing

The LLP and all its partner shall be liable to a penalty of Rs. 500 for each day during which the default continues, subject to a maximum of 50,000 rupees for the limited liability partnership and its every partner.

19

Change of Name

LLP may change its name registered with the Registrar by filing with the Registrar notice of such change in E Form-5 within 30 days of such change.

Person guilty of offence shall be punishable with fine which may extend to Rs 5,00,000 but which shall not be less than Rs 50000

23

LLP Agreement & Changes there in

LLP Agreement and any changes made therein shall be filed with the Registrar in E Form-3 within 30 days of incorporation of LLP or such alteration of LLP agreement

 

25(2)

Change in Designated Partners

Where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, notice of the same signed by the designated partner and to be filed within 30 days to the Registrar in E Form – 4.

The LLP and every designated partner of the LLP shall be liable to a penalty of 10,000 rupees.

 

 

Conversion of Company into LLP

According to Section 56 of LLP Act, a private company may convert into a limited liability partnership in accordance with the provisions of Section 58 and the Third Schedule to LLP Act.

According to Section 57 of LLP Act, an unlisted public company may convert into a limited liability partnership in accordance with the provisions of Section 58 and the Fourth Schedule to LLP Act.

Process of Conversion of Company into LLP

  1. Call Board Meeting, pass resolution for conversion of Company into LLP and give necessary authorisation to the director for applying the name of LLP.
  2. Obtain DIN for those who want to become designated partners (if they don’t have DIN).
  3. Apply the name of LLP in form RUN LLP
  4. After obtaining the name, file LLP incorporation documents in Form FiLLip with ROC. Following documents are required to be attached:
    • Proof of Address of Registered office of LLP.
    • Subscription sheet signed by the promoters. (Notice of Consent & Appointment of Designated Partners with their personal details)
    • Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner.
  5. Filing of Application for Conversion in Form 18 with ROC. Following documents are required to be attached:
    • Statement of shareholders.
    • Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
    • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
    • List of all the Secured creditors along with their consent to the conversion.
    • Approval of the governing council (In case of professional private limited companies)
    • NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.
    • Approval from any other body/authority as may be required.
    • Particulars of pending proceedings from any court/Tribunal etc.
  6. If all the conditions are satisfied, ROC shall issue a certificate of registration in Form 19
  7. After conversion, LLP shall inform the ROC within 15 days about conversion in Form 14.
  8. File LLP Agreement with ROC in Form 3 within 30 days of incorporation.

Conversion of LLP into Company

An LLP can be converted into a company as per the provisions contained in Section 366 of the Companies Act, 2013 (Chapter XXI).

Previously, there were no provisions under Companies act, 2013 regarding conversion of Limited Liability Partnership into Company. In May, 2016, MCA issued a notification in which it allowed the conversion of LLP into Company. These rules called as “the Companies Authorized to Register Amendment Rules, 2016”.

Process of Conversion of LLP into Company

  1. LLP may at any time register under this Act as an unlimited company, or as a company limited by shares, or as a company limited by guarantee.
  2. Hold a meeting of Partners
    • to take assent of majority of Partners and
    • to authorize one or more partners to take all steps necessary and to execute all papers, deeds, documents etc. pursuant to registration of the LLP as a Company.
  3. Approval of Name of Company – For this Form RUN is required to be filed. Name once approved is available for 60 Days.
  4. Give public notice in newspaper about the conversion, one in English and in vernacular language seeking objections.
  5. Filing of Form URC 1 – After getting the approval of name from Registrar of Companies, the applicant must prepare & file the form No URC-1 along with following documents:
    • A list showing the names, addresses, and occupations of all persons named therein with details of shares held by them (including shares held as cash or other than cash separately) respectively, distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than 6 clear days before the day of seeking registration, were partners of the Limited Liability Partnership;
    • A list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN , residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;
    • An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under sub section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;
    • A list containing the names and addresses of the Partners of Limited Liability Partnership Firm.
    • A copy of any Act of Parliament or other Indian law, LLP Agreement;
    • A statement specifying the following particulars:—
      • The nominal share capital of the company and the number of shares into which it is divided;
      • The number of shares taken and the amount paid on each share;
      • The name of the company, with the addition of the word “Limited” or “Private Limited” as the case may require, as the last word or words thereof;
    • Written consent or No Objection Certificate from all the secured creditors of the applicant.
    • Written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration.
    • Copy of public notice in newspaper about the conversion.
  1. Prepare MOA/AOA
  2. File E-form INC-32 (SPICE) along with all other forms and documents which are required to be filed under Companies Act, 2013 for incorporation of concerned company.

Draft Resolution to change the name of LLP

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF DESIGNATED PARTNERS OF______________ LLP HELD ON ____________________, AT REGISTERED OFFICE OF THE LLP AT ____________________.

“RESOLVED THAT pursuant to the provisions of Limited Liability Partnership Act, 2008, Limited Liability Partnership Rules, 2009 and other applicable provisions if any, including any enactments or amendments thereof and subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana, the name of the LLP be and is hereby changed from …………………….LLP to ……………………….LLP.”

“RESOLVED FURTHER THAT the name _______________ LLP wherever it occurs in the LLP Agreement of the LLP be substituted by the new name ________________ LLP.”

“RESOLVED FURTHER THAT Designated Partners of the LLP, be and are hereby severally authorized to file the necessary application, e-forms and other documents with the Registrar of Companies and to do all such acts, deeds and things as may be necessary in this regard.”

“FURTHER RESOLVED THAT to give effect of the above resolution a reconstitution of LLP Agreement will be made by the Designated Partners of the LLP.”

Draft Resolution to shift the registered office of LLP

 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF DESIGNATED PARTNERS OF ______________ LLP HELD ON ____________________, AT REGISTERED OFFICE OF THE LLP AT __________________.

“RESOLVED THAT pursuant to the provisions of Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause….. of the LLP Agreement dated …………., be and is hereby accorded to shift the registered office of the LLP from …………………………. to ……………………….. w.e.f. ………………………… as agreed upon by the Designated Partner(s)/partner(s) of the LLP.”

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“FURTHER RESOLVED THAT any of the designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

“RESOLVED THAT pursuant to the provisions of Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause….. of the LLP Agreement dated …………., be and is hereby accorded to shift the registered office of the LLP from …………………………. to ……………………….. w.e.f. ………………………… as agreed upon by the Designated Partner(s)/partner(s) of the LLP.”

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“FURTHER RESOLVED THAT any of the designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

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