Book 1 -- Ready Referencer |
1
| >> |
CHAPTER 1 : Ready Referencer |
2
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| LLP Web Based Forms with Compliance Calendar |
2
| >> |
| LLP Fees Structure |
3
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| Statutory Period for Preservation of Documents |
5
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| Income Tax on Limited Liability Partnership (‘LLP’) |
6
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Book 2 -- Law and Procedure |
8
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Part I : LLP -- Meaning, Significance, Definitions, FAQs, Etc. |
9
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CHAPTER 2 : Historical Background |
10
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| Introduction |
10
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| Amendment to certain Acts |
10
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| LLPs in foreign countries |
10
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| Summing up |
11
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CHAPTER 3 : Introduction |
12
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| Limited Liability Partnership -- A notion |
12
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| Legal framework |
12
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| Salient features of Limited Liability Partnership |
13
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CHAPTER 4 : Definitions |
15
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| Address [Section 2(1)(a)] |
15
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| Advocate [Section 2(1)(b)] |
15
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| Appellate Tribunal [Section 2(1)(c)] |
15
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| Body Corporate [Section 2(1)(d)] |
15
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| Business [Section 2(1)(e)] |
15
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| Chartered Accountant [Section 2(1)(f)] |
16
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| Company Secretary [Section 2(1)(g)] |
16
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| Cost Accountant [Section 2(1)(h)] |
16
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| Court [Section 2(1)(i)] |
16
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| Designated Partner [Section 2(1)(j)] |
16
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| Entity [Section 2(1)(k)] |
16
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| Financial Year [Section 2(1)(l)] |
16
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| Foreign Limited Liability Partnership [Section 2(1)(m)] |
16
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| Limited Liability Partnership [Section 2(1)(n)] |
16
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| Limited Liability Partnership Agreement [Section 2(1)(o)] |
17
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| Name [Section 2(1)(p)] |
17
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| Partner [Section 2(1)(q)] |
17
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| Prescribed [Section 2(1)(r)] |
17
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| Regional Director [Section 2(1)(ra)] |
17
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| Registrar [Section 2(1)(s)] |
17
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| Schedule [Section 2(1)(t)] |
17
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| Small Limited Liability Partnership [Section 2(1)(ta)] |
17
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| Tribunal [Section 2(1)(u)] |
18
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| Words and expressions used and not defined in the Act [Section 2(2)] |
18
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CHAPTER 5 : Charateristics of LLP |
19
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| Meaning of LLP in a broader sense |
19
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| Basic features of LLP |
20
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CHAPTER 6 : Specific Advantages of LLPs |
23
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| Easy to form |
23
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| No requirement of minimum contribution |
23
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| No limit on owners of business |
23
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| Separate legal entity |
23
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| Perpetual succession |
24
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| Advantageous for professionals |
24
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| Limited liability |
24
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| Flexible |
24
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| Fewer compalinace requirements |
24
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| Conversion into LLP |
24
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| Useful for technology based enterprises |
24
| >> |
| Low compliance cost |
24
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| No requirement of compulsory audit |
24
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CHAPTER 7 : Comparison of LLP with other forms of Business Organisations |
25
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| Introduction |
25
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| Various forms of business entities |
25
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| Limited Liability Partnership -- A new business vehicle |
26
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| Comparison between LLP and other forms of business organisation |
26
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| Summing up |
32
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CHAPTER 8 : Limited Liability Partnership and Professionals |
33
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| Introduction |
33
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| Professional bodies in India |
33
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| Position prior to enactment of the Limited Liability Partnership Act, 2008 |
34
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| Concept of LLP |
34
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| Amendments to the Acts governing CAs, CSs and CWAs |
34
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| Amendments by Chartered Accountants (Amendment) Regulations, 2008, in the Chartered Accountant Regulations, 1988 |
35
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| Amendments in the Companies Secretaries Regulations, 1982 |
36
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| Amendments in the Cost and Works Accountants Regulations, 1959 |
38
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CHAPTER 9 : FAQ’s on LLP |
41
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| What is the basic concept of “limited liability partnership”? |
41
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| What are the advantages of LLP Form of entities? |
41
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| Refer to other countries where this form is available. |
41
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| State the differences between LLP & traditional partnership firm |
42
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| What are the differences between LLP and a company? |
42
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| Is LLP Act applicable to any specific services like professional services regulated by specific statutes? |
42
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| Who are the likely users/beneficiaries of the LLP Law? |
42
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| Would an entity which has objectives like “charitable or other not for profit objectives” be able to set up an LLP? |
43
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| Would provisions of Indian Partnership Act, 1932 be applicable to LLPs? |
43
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| Refer to the committees, which have made recommendations for legislation on LLPs in India. |
43
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| Has Ministry adopted a “Consultative Approach” while bringing out the LLP Act? |
43
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| What are the restrictions in respect of minimum and maximum number of partners in an LLP? |
44
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| Can a body corporate be a partner of an LLP? |
44
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| What are the qualifications for becoming a partner? |
44
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| What are the requirements in respect of “Designated Partners”? |
44
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| Who can be a “Designated Partner”? |
44
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| Should the number of designated partners resident in India not be more than partners from outside India? |
44
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| Would there be any requirement of ‘Identification number’ of Designated Partner? Would Designated Partners be subject to any other condition/ requirement before they are appointed as such? |
45
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| How the mutual rights and duties of partners inter-se and those of partners and LLPs would be governed? |
45
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| Would LLP Agreement be mandatory for all LLPs? |
45
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| What are the registration formalities relating to LLPs? |
45
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| What are the broad provisions of the Act in respect of names of LLPs? |
45
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| Can LLP give any other address (besides its registered office) for the purpose of receiving communication from Registrar? |
46
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| How can a person become a partner of an LLP? |
46
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| How can an existing partner cease to be a partner of an LLP? |
46
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| What will be the obligation of a partner in case he changes his name or address? |
46
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| What is the manner in which a partner of an LLP can bring his contribution? How will it be recorded/disclosed in the accounts? |
46
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| Whether a partner would be able to give loan to or transact other commercial transactions with LLP? What will be his rights and obligations in this regard? |
47
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| Whether a partner would be able to transfer his ‘economic rights’? |
47
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| What are liabilities of a partner of an LLP? |
47
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| Whether a ‘Partner by holding out’ will be liable under the Act? |
47
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| How will penal action on errant partners who are not residents of India be taken? |
48
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| What is “Small limited liability partnership”? |
48
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| Would every LLP be required to maintain and file accounts? |
48
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| Would audit of all LLPs be mandatory? |
48
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| Are there any provisions in respect of ‘mandatory insurance’ in the Act? |
49
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| Whether any Annual Return is required to be filed by LLP? |
49
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| Would the Registrar have any power to call for information from LLPs? |
49
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| Which documents will be available for public inspection in the office of Registrar? |
49
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| How would compliance management (i.e. ensuring that LLPs file their documents with Registrars timely and otherwise comply with other procedural requirements under the Act) be ensured in the Act? |
49
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| What are the measures, which can be taken against an LLP, which has engaged in fraudulent activities? |
50
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| What will be the role of Government in regulation of LLPs? How will the Act be able to prevent ‘fly-by-night’ promoters or LLPs vanishing after incorporation? |
50
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| What is the tax treatment being provided for LLPs? |
50
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| Would other business entities like firm or company be able to convert themselves into LLP? |
51
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| Would LLP be able to convert itself into company under the Companies Act, 2013? |
51
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| What is the treatment vis-a-vis stamp duty, both in terms of original incorporation and conversion from other business structures? Would there be any stamp duty exemption in case of conversion? |
51
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| What are the requirements and consequences provided in the Act in respect of licences, permits, approvals, etc. obtained by a firm, private company or an unlisted public company, prior to its conversion into LLP? |
51
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| Whether two LLPs would be allowed to merge? |
51
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| Would offences be compounded under the LLP Act? Is any protection to whistle-blowers exists in the Act? |
51
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| Which authority is empowered to prescribe Accounting and Auditing Standards for LLPs? |
52
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| Would provisions of Companies Act, 2013 be applicable to LLPs? |
52
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| Whether Act does contain any provision for establishment of Special Court? |
52
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| Explain the provisions relating to Registration Offices. |
52
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| What are the provisions for adjudicating officers introduced under the Act? |
53
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| Give brief description about decriminalisation of offences for LLPs |
53
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| What are the provisions in the Act for striking off defunct LLPs? Whether LLPs would be allowed a less stringent framework for closing of business? |
53
| >> |
| What would be the provisions in respect of winding- up of LLPs? |
53
| >> |
Part II : Incorporation of LLP |
54
| >> |
CHAPTER 10 : Steps for Incorporating Limited Liability Partnership |
55
| >> |
| Formation of LLP |
55
| >> |
| Procedure for incorporating LLP |
55
| >> |
CHAPTER 11 : Designated Partner’s Identification Number |
60
| >> |
| Meaning of certain terms |
60
| >> |
| Designated Partner Identification Number (DPIN) |
60
| >> |
| Procedure for obtaining DPIN/DIN |
61
| >> |
| Allotment of DPIN through Form FiLLiP |
63
| >> |
| ANNEXURE |
63
| >> |
| Form DIR-3 -- Application for Allotment of Director Identification Number before Appointment in an Existing Company or LLP |
63
| >> |
| Form DIR-6 -- Intimation of Change in Particulars of Director/Designated Partner to be given to the Central Government |
66
| >> |
CHAPTER 12 : Digital Signatures |
69
| >> |
| Introduction |
69
| >> |
| What is a digital signature |
69
| >> |
| Legal provisions under Information Technology Act, 2000 relating to digital signature |
70
| >> |
| Digital signature certificate and MCA 21 |
71
| >> |
| Role check for digital signature |
73
| >> |
| How to sign a document digitally |
73
| >> |
| FAQs on “Digital Signature Certificate” issued by MCA |
76
| >> |
CHAPTER 13 : Selection and Reservation of Name of Limited Liability Partnership |
78
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| Selecting a name -- Basic considerations |
78
| >> |
| Application for reservation of name |
80
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| Rectification of name of LLP [Section 17] |
81
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| Application for direction to change name in certain circumstances |
82
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| Allotment of new name to existing LLP |
83
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| Change of registered name [Section 19] |
83
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| Foreign LLPs |
84
| >> |
| Publication of name |
85
| >> |
| ANNEXURE 1 |
85
| >> |
| Form RUN-LLP -- Reserve Unique Name-LLP |
85
| >> |
| Form No. 5 -- Notice for Change of Name |
86
| >> |
| Form No. 23 -- Application for direction to Limited Liability Partnership (LLP) to change its name |
87
| >> |
| Form No. 25 -- Application for reservation/renewal of name by a Foreign Limited Liability Partnership (FLLP)/Foreign Company |
89
| >> |
| Instructions for Filling of Form RUN-LLP |
91
| >> |
| Instructions for Filling of Form 5 |
97
| >> |
| Instructions for Filling of Form 23 |
104
| >> |
| Instructions for Filling of Form 25 |
111
| >> |
| ANNEXURE 2 |
117
| >> |
| Emblems and Names (Prevention of Improper Use) Act, 1950 |
117
| >> |
CHAPTER 14 : Registered Office of Limited Liability Partnership |
122
| >> |
| Introduction |
122
| >> |
| Registered office of limited liability partnership |
122
| >> |
| Purpose of having registered office |
122
| >> |
| Modes of serving the documents |
123
| >> |
| Publication of address of registered office |
124
| >> |
| Other address |
124
| >> |
| Shifting of registered office from one place to another |
125
| >> |
| Penalty for contravention of section 13 |
126
| >> |
| ANNEXURE |
126
| >> |
| Form No. 12 -- Form for intimating other address for service of documents |
126
| >> |
| Form No. 15 -- Notice for change of place of registered office |
128
| >> |
| Instructions for Filling of Form 12 |
131
| >> |
| Instructions for Filling of Form 15 |
137
| >> |
CHAPTER 15 : Incorporation Document of Limited Liability Partnership |
145
| >> |
| Incorporation Document -- Meaning |
145
| >> |
| Contents of Incorporation Document |
145
| >> |
| Intimation to be given to applicant for requiring information or removing defects in application and re-submit the same |
148
| >> |
| Where foreign nationals residing outside India seek to register LLP |
148
| >> |
| Statement for declaration of compliance |
148
| >> |
| Attachments |
149
| >> |
| ANNEXURE |
150
| >> |
| Form FiLLiP -- Form for Incorporation of Limited Liability Partnership |
150
| >> |
| LLP Form No. 9 -- Consent by Designated Partners |
169
| >> |
| Instructions for Filling of Form FiLLiP |
170
| >> |
CHAPTER 16 : Limited Liability Partnership Agreement |
184
| >> |
| Meaning |
184
| >> |
| Filing of limited liability partnership agreement |
184
| >> |
| Changes in limited liability partnership agreement |
185
| >> |
| Usual contents of the limited liability partnership agreement as per Form 3 |
185
| >> |
| Further contents essential to LLP Agreement in view of compliance with Income Tax Act |
185
| >> |
| Fees |
186
| >> |
| Ratification of LLP agreement made after incorporation of LLP |
186
| >> |
| Format of limited liability partnership agreement |
186
| >> |
| Stamp duty |
187
| >> |
| Annexure 1 : 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 |
187
| >> |
| Annexure 2 |
188
| >> |
| LLP Form No. 3 -- Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein |
188
| >> |
| LLP Form No. 4 -- Notice of appointment, cessation, change in Name/ Address/Designation of a Designated Partner or Partner and Consent to become a Partner/Designated Partner |
194
| >> |
| Instructions for Filling of Form 3 |
202
| >> |
| Instructions for Filling of Form 4 |
212
| >> |
CHAPTER 17 : Sample LLP Agreements |
227
| >> |
CHAPTER 18 : Supplemental LLP Agreements |
240
| >> |
| Admission of a new partner into LLP |
240
| >> |
| Retirement of a partner |
241
| >> |
| Change in profit sharing ratio |
243
| >> |
CHAPTER 19 : Specimen Business Clauses |
244
| >> |
| Agency business |
244
| >> |
| Automobiles |
244
| >> |
| Building material |
245
| >> |
| Business and trade promotion association |
245
| >> |
| Cement and its products |
245
| >> |
| Computer business |
246
| >> |
| Construction |
246
| >> |
| Consultants |
246
| >> |
| Containers |
246
| >> |
| Courier services |
247
| >> |
| Dairy products |
247
| >> |
| Engineering contractors and advisors |
247
| >> |
| Finance business |
247
| >> |
| Financial advisors |
247
| >> |
| Food items |
248
| >> |
| Hospitality |
248
| >> |
| Loan and finance |
248
| >> |
| Management consultants |
248
| >> |
| Marbles and tiles |
248
| >> |
| Metal rolling |
249
| >> |
| Minerals and ores |
249
| >> |
| Money lending and financing |
249
| >> |
| Periodicals |
249
| >> |
| Printers and publishers |
249
| >> |
| Ready made garments |
249
| >> |
| Real estate |
250
| >> |
| Restaurants and parlours |
250
| >> |
| Stone and marble |
250
| >> |
| Techno Consultants |
250
| >> |
| Trading business |
250
| >> |
| Transport |
251
| >> |
CHAPTER 20 : Procedure for Incorporating New LLP |
252
| >> |
| User Registration |
252
| >> |
| Obtain Designated Partners Identification Number (DPIN) |
252
| >> |
| Digital Signature Certificate |
252
| >> |
| Reservation of name |
253
| >> |
| Incorporation of LLP |
253
| >> |
| Filing of LLP Agreement (Form-3) |
254
| >> |
CHAPTER 21 : Fees Payable to Registrar of Companies |
255
| >> |
| Fee for Registration of limited liability partnership |
255
| >> |
| Difference in fee |
255
| >> |
| Fee for filing documents and forms |
255
| >> |
| Fee for inspection of documents |
256
| >> |
| Fee for filing form, etc. by foreign LLP |
256
| >> |
| Modes of payment of fees |
257
| >> |
| Electronic mode of payment of fees |
257
| >> |
CHAPTER 22 : Certificate of Incorporation |
258
| >> |
| Incorporation by registration |
258
| >> |
| Conclusive evidence |
258
| >> |
| Certificate of Incorporation |
258
| >> |
| Effect of registration |
259
| >> |
| ANNEXURE |
259
| >> |
| Form No. 16 -- Certificate of Incorporation |
259
| >> |
| Form No. 16A -- Certificate of Incorporation Pursuant to Change of Name Due to Order of Regional Director not being Complied |
260
| >> |
Part III : Conversion of Entities |
261
| >> |
CHAPTER 23 : Conversion of Partnership Firm into Limited Liability Partnership |
262
| >> |
| Terms defined [Para 1 of the Second Schedule] |
262
| >> |
| Conversion from firm into limited liability partnership [Para 2 of the Second Schedule] |
262
| >> |
| Eligibility for conversion [Para 3 of the Second Schedule] |
263
| >> |
| DPIN and DSC for Designated partners |
263
| >> |
| Reservation of name |
263
| >> |
| Statements to be filed with the Registrar [Para 4 of the Second Schedule] |
263
| >> |
| Fees |
264
| >> |
| Registration of conversion [Section 58(1) read with para 5 of the Second Schedule] |
264
| >> |
| Information to Registrar of Firms |
265
| >> |
| Refusal by the Registrar to register [Para 6 of the Second Schedule] |
265
| >> |
| Effect of registration [Section 58(4) read with para 7 of the Second Schedule] |
265
| >> |
| Registration in relation to property [Para 8 of the Second Schedule] |
266
| >> |
| Proceedings which are pending [Para 9 of the Second Schedule] |
266
| >> |
| Continuance of conviction, ruling, order or judgment [Para 10 of the Second Schedule] |
266
| >> |
| Existing agreements [Para 11 of the Second Schedule] |
266
| >> |
| Existing contracts, etc. [Para 12 of the Second Schedule] |
266
| >> |
| Continuance of employment [Para 13 of the Second Schedule] |
266
| >> |
| Existing appointment, authority or power [Para 14 of the Second Schedule] |
267
| >> |
| Application of paras 7 to 14 of the Schedule [Para 15 of the Second Schedule] |
267
| >> |
| Partner liable for liabilities and obligations of firm before conversion [Para 16 of the Second Schedule] |
267
| >> |
| Notice of conversion in correspondance [Para 17 of the Second Schedule] |
267
| >> |
| ANNEXURE |
268
| >> |
| Form No. 14 -- Form for Intimating the Registrar of Firms/Registrar of Companies of Conversion of the Firm/Company into Limited Liability Partnership |
268
| >> |
| LLP Form No. 17 -- Application and statement for the conversion of a firm into Limited Liability Partnership (LLP) |
270
| >> |
| Form No. 19 -- Certificate of Registration on Conversion of to |
274
| >> |
CHAPTER 24 : Conversion of Private Company into Limited Liability Partnership |
275
| >> |
| Terms defined [Para 1 of the Third Schedule] |
275
| >> |
| Eligibility for conversion of private companies into limited liability partnership [Para 2 of the Third Schedule] |
276
| >> |
| DPIN and DSC for Designated partners |
276
| >> |
| Reservation of name |
276
| >> |
| Statements to be filed with the Registrar [Para 3 of the Third Schedule read with Rule 39(1) of the LLP Rules, 2009] |
276
| >> |
| Fees |
277
| >> |
| Registration of conversion [Section 58(1) read with rule 32(1) and rule 39(2) of the LLP Rules, 2009 and para 4 of the Third Schedule] |
278
| >> |
| Information to Registrar of Companies [Proviso to para 4 of the Third Schedule] |
278
| >> |
| Refusal by Registrar to register [Para 5 of the Third Schedule] |
279
| >> |
| Effect of registration [Section 58(4) read with para 6 of the Third Schedule] |
279
| >> |
| Registration in relation to property [Para 7 of the Third Schedule] |
279
| >> |
| Pending proceedings [Para 8 of the Third Schedule] |
279
| >> |
| Continuance of conviction, ruling, order or judgement [Para 9 of the Third Schedule] |
280
| >> |
| Existing agreements [Para 10 of the Third Schedule] |
280
| >> |
| Existing contracts, etc. [Para 11 of the Third Schedule] |
280
| >> |
| Continuance of employment [Para 12 of the Third Schedule] |
280
| >> |
| Existing appointment, authority or power [Para 13 of the Third Schedule] |
280
| >> |
| Application of paras 6 to 13 of Schedule [Para 14 of the Third Schedule] |
280
| >> |
| Notice of conversion in correspondance [Para 15 of the Third Schedule] |
281
| >> |
| ANNEXURE |
281
| >> |
| LLP Form No. 18 -- Application and Statement for Conversion of a Private Company/Unlisted Public Company into Limited Liability Partnership (LLP) |
281
| >> |
| Form No. 19 -- Certificate of Registration on Conversion of to |
285
| >> |
CHAPTER 25 : Conversion of Unlisted Company into Limited Liability Partnership |
286
| >> |
| Terms defined [Para 1 of the Fourth Schedule] |
286
| >> |
| Conversion of company (unlisted) into limited liability partnership [Para 2 of the Fourth Schedule] |
287
| >> |
| Eligibility for conversion [Para 3 of the Fourth Schedule] |
287
| >> |
| DPIN and DSC for Designated partners |
287
| >> |
| Reservation of name |
287
| >> |
| Statements to be filed [Para 4 of the Fourth Schedule] |
287
| >> |
| Fees |
288
| >> |
| Registration of conversion [Section 58(1) read with rule 32(1) and rule 40(2) of the LLP Rules, 2009 and para 5 of the Fourth Schedule] |
289
| >> |
| Information to Registrar of Companies [Proviso to para 5 of the Fourth Schedule] |
289
| >> |
| Refusal by Registrars to registrer [Para 6 of the Fourth Schedule] |
289
| >> |
| Effect of Registration [Section 58(4) read with para 7 of the Fourth Schedule] |
290
| >> |
| Registration regarding property [Para 8 of the Fourth Schedule] |
290
| >> |
| Proceedings which are pending [Para 9 of the Fourth Schedule] |
290
| >> |
| Continuance of conviction, reling, order or judgment [Para 10 of the Fourth Schedule] |
290
| >> |
| Existing agreements [Para 11 of the Fourth Schedule] |
290
| >> |
| Existing contracts, etc. [Para 12 of the Fourth Schedule] |
291
| >> |
| Continuance of employment [Para 13 of the Fourth Schedule] |
291
| >> |
| Existing appointment, authority or power [Para 14 of the Fourth Schedule] |
291
| >> |
| Application of paras 7 to 14 [Para 15 of the Fourth Schedule] |
291
| >> |
| Notice of conversion in correspondence [Para 16 of the Fourth Schedule] |
291
| >> |
| ANNEXURE |
292
| >> |
| LLP Form No. 18 -- Application and Statement for Conversion of a Private Company/Unlisted Public Company into Limited Liability Partnership (LLP) |
292
| >> |
| Form No. 19 -- Certificate of Registration on Conversion of to |
295
| >> |
CHAPTER 26 : Conversion of LLP into a Company Authorised to Register Under Companies Act, 2013 |
297
| >> |
| Legal principles constituting basis of conversion under Part I of Chapter XXI of the Companies Act, 2013 |
297
| >> |
| Companies capable of being registered include limited liability partnership [Section 366 of the Companies Act, 2013] |
298
| >> |
| Requirement of consent of majority of members |
299
| >> |
| Companies not capable of being registered under Part I of Chapter XXI |
299
| >> |
| LLP to be registered as a company limited by shares |
299
| >> |
| Procedural aspects of conversion of LLP into company |
300
| >> |
| ANNEXURE |
306
| >> |
| Form No. URC-1 -- Application by a Company for Registration under Section 366 |
306
| >> |
| Form No. URC-2 -- Advertisement Giving Notice about Registration under Part I of Chapter XXI of the Act |
309
| >> |
| Form No. INC-11 -- Certificate of Incorporation |
310
| >> |
Part IV : Partners’ Relations, Liabilities and Contributions |
312
| >> |
CHAPTER 27 : Introduction |
313
| >> |
| Partner -- Definition |
313
| >> |
| Who may be a partner |
313
| >> |
| Disqualifications |
313
| >> |
| Minor as partner |
314
| >> |
| Minimum number of partners |
315
| >> |
| Maximum number of partners |
315
| >> |
| Rights of partners |
315
| >> |
| Modes of cessation of partnership interest [Section 24(1) and (2)] |
316
| >> |
| Notice of cessation [Section 24(3)] |
316
| >> |
| Liability of former partner [Section 24(4)] |
317
| >> |
| Rights of former partner [Section 24(5)] |
317
| >> |
| Changes in partners and its registration |
317
| >> |
| ANNEXURE |
319
| >> |
| LLP Form No. 4 -- Notice of appointment, cessation, change in Name/ Address/Designation of a Designated Partner or Partner and Consent to become a Partner/Designated Partner |
319
| >> |
| Form No. 6 -- Intimation of particulars of Name and Address of a Partner/ Change in such Particulars by a Partner to the LLP |
326
| >> |
| Instructions for Filling of Form 4 |
330
| >> |
CHAPTER 28 : Contributions |
345
| >> |
| Form of contribution [Section 32] |
345
| >> |
| Valuation of contribution |
345
| >> |
| Obligation to contribute [Section 33] |
345
| >> |
| Register of significant beneficial owners in a limited liability partnership |
346
| >> |
CHAPTER 29 : Partners and Their Relationship |
349
| >> |
| Eligibility to be a partner [Section 22] |
349
| >> |
| Relationship of partners of a limited liability partnership [Section 23] |
349
| >> |
| Annexure : 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 |
350
| >> |
CHAPTER 30 : Liability of Limited Liability Partnership and Partners |
352
| >> |
| Extent of liability of limited liability partnership [Section 27] |
352
| >> |
| Extent of liability of partner [Section 28] |
353
| >> |
| Principle of holding out [Section 29] |
353
| >> |
| Unlimited liability for fraud [section 30] |
353
| >> |
| Whistle blowing [Section 31] |
354
| >> |
CHAPTER 31 : Designated Partner |
355
| >> |
| Definition |
355
| >> |
| Desingnated partners [Section 7] |
355
| >> |
| Who will be a designated partner [Section 7(2)] |
355
| >> |
| Consent [Section 7(3) read with rule 7] |
355
| >> |
| Filing of consent with the Registrar [Section 7(4) read with rule 8] |
356
| >> |
| Eligibility of a designated partner [Section 7(5)] |
356
| >> |
| Designated Partner Identification Number [Section 7(6)] |
356
| >> |
| Designated partner’s liabilities [Section 8] |
357
| >> |
| Any change in designated partners |
357
| >> |
| Penalty |
357
| >> |
| Power of the Central Government under section 67 |
358
| >> |
| Disqualifications to become Designated partner |
358
| >> |
| Number of Designated Partnerships |
359
| >> |
| Vacation of Office of Designated Partner |
360
| >> |
| ANNEXURE |
361
| >> |
| LLP Form No. 9 -- Consent by Designated Partners |
361
| >> |
CHAPTER 32 : Transfer of Partnership Rights |
362
| >> |
| Transferable interest of a partner |
362
| >> |
| Rights of transferee |
362
| >> |
Part V : Accounts, Audit & Investigation |
363
| >> |
CHAPTER 33 : Financial Disclosures |
364
| >> |
| Requirement as to keeping of books of account |
364
| >> |
| Maintenance of books of account and other records |
364
| >> |
| Preparation of Statement of Account and Solvency |
364
| >> |
| Filing of Statement of Account and Solvency with Registrar [Section 34(3)] |
365
| >> |
| Place of maintenance of books of accounts |
365
| >> |
| Preservation of books of account |
365
| >> |
| Signature |
365
| >> |
| Inspection of documents kept by Registrar [Section 36] |
365
| >> |
| Registrar’s power to obtain information [Section 38] |
366
| >> |
| Penalties |
366
| >> |
| Enforcement of duty to make returns, etc. [Section 41] |
367
| >> |
| ANNEXURE |
368
| >> |
| LLP Form No. 8 -- Statement of Account & Solvency and Charge Filing |
368
| >> |
CHAPTER 34 : Audit |
378
| >> |
| Appointment of auditor |
378
| >> |
| Appointment -- By whom |
379
| >> |
| Qualification of an auditor |
379
| >> |
| Requirements as to holding of office as auditor |
379
| >> |
| Re-appointment of auditor |
379
| >> |
| Remuneration |
380
| >> |
| Removal of an auditor |
380
| >> |
| Resignation of an auditor |
380
| >> |
| Setting of Accounting and Auditing standards [Section 34A] |
380
| >> |
CHAPTER 35 : Annual Return |
381
| >> |
| Limited liability partnership required to file Annual Return |
381
| >> |
| Filing of Annual Return |
381
| >> |
| Form of Annual Return |
381
| >> |
| Certificate accompanied with the annual return |
381
| >> |
| Fees |
382
| >> |
| Penalty |
382
| >> |
| ANNEXURE |
382
| >> |
| LLP Form No. 11 -- Annual Return of Limited Liability Partnership (LLP) |
382
| >> |
CHAPTER 36 : Preservation of Books, Registers and Records |
387
| >> |
| Preservation of documents by the Registrar |
387
| >> |
| Destruction of old records by Registrar |
387
| >> |
| Preservation of documents relating to limited liability partnership in operation |
388
| >> |
| Destruction of documents relating to foreign limited liability partnership |
389
| >> |
| Records of documents destroyed to be maintained |
389
| >> |
| Application of other rules not barred |
389
| >> |
CHAPTER 37 : Procedure for Investigation |
390
| >> |
| Inspection of books and papers of a limited liability partnership |
390
| >> |
| Who may order for investigation |
391
| >> |
| Appointment of inspector |
391
| >> |
| Amount of security on application by partners |
391
| >> |
| Power of inspector to carry to investigation into affairs of related entities, etc. |
392
| >> |
| Duties of Designated Partners and Partners |
392
| >> |
| Powers of inspector |
393
| >> |
| Seizure of documents [Section 48] |
393
| >> |
| Inspector’s report |
394
| >> |
| Evidentiary value of inspector’s report |
395
| >> |
| Application for winding-up of limited liability partnership |
395
| >> |
| Proceedings for recovery of damages or property |
395
| >> |
| Expenses of Investigation |
396
| >> |
| Penalty for non-compliance of provisions of section 47 |
396
| >> |
| Prosecution |
397
| >> |
Part VI : Compromise, Arrangement and Reconstruction |
398
| >> |
CHAPTER 38 : Compromise and Arrangement -- Basics |
399
| >> |
| Introduction |
399
| >> |
| Meaning of certain terms |
399
| >> |
| Parties to compromise or arrangement |
400
| >> |
| Who may apply |
400
| >> |
CHAPTER 39 : Power of Compromise or Arrangement |
401
| >> |
| Power to compromise or make arrangement with creditors or partners |
401
| >> |
| Procedure |
401
| >> |
| Binding effect of sanctioned scheme |
403
| >> |
| Effect of order of Tribunal |
404
| >> |
| ANNEXURE |
405
| >> |
| Form No. 20 -- Affidavit in Support of Summons |
405
| >> |
| Form No. 21 -- Summons for Directions to Convene a Meeting under Section 60(1) |
406
| >> |
| Form No. 26 -- Form of Proxy |
407
| >> |
CHAPTER 40 : Enforcement of Compromise or Arrangement by Tribunal |
408
| >> |
| Power of Tribunal to enforce compromise and arrangement [Section 61] |
408
| >> |
| Revival and rehabilitation of LLPs |
408
| >> |
| Provisions for facilitating reconstruction |
411
| >> |
| ANNEXURE |
413
| >> |
| LLP Form No. 22 -- Notice of intimation of order of Court/Tribunal/ Central Government to the Registrar |
413
| >> |
Part VII : Foreign Limited Liability Partnership |
417
| >> |
CHAPTER 41 : Reservation of Name of Foreign LLPs |
418
| >> |
| Foreign LLPs -- Meaning of |
418
| >> |
| Selecting a name -- Basic consideration |
418
| >> |
| Reservation of name |
418
| >> |
| ANNEXURE |
419
| >> |
| Form No. 25 -- Application for reservation/renewal of name by a Foreign Limited Liability Partnership (FLLP)/Foreign Company |
419
| >> |
CHAPTER 42 : RBI’s Permission for Establishment of Place of Business in India |
421
| >> |
| Introduction |
421
| >> |
| Establishment of branch or liaison office in India |
421
| >> |
| Establishment of project office in India [Regulation 5(ii)] |
422
| >> |
| Permitted activities for branch and liaison office [Schedule I and II to Regulations] |
422
| >> |
| ANNEXURE |
423
| >> |
| Form FNC -- Application for Establishment of Branch/Liaison Office in India |
423
| >> |
CHAPTER 43 : Establishment of Place of Business by Foreign LLPs |
426
| >> |
| Introduction |
426
| >> |
| Filing of documents [Rule 34(1)] |
426
| >> |
| Attachments |
427
| >> |
| Fee |
427
| >> |
| Certification of documents [Rule 34(2)] |
427
| >> |
| Certificate of Incorporation [Rule 34(10)] |
428
| >> |
| ANNEXURE |
429
| >> |
| LLP Form No. 27 -- Form for registration of particulars by Foreign Limited Liability Partnership (FLLP) |
429
| >> |
| Form No. 30 -- Certificate for Establishment of Place of Business in India |
434
| >> |
CHAPTER 44 : Alteration/Modification |
435
| >> |
| Basic alterations |
435
| >> |
| Other alternations |
435
| >> |
| ANNEXURE |
436
| >> |
| LLP Form No. 28 -- Alteration in the Documents Filed for Registration by Foreign LLP |
436
| >> |
CHAPTER 45 : Other Provisions in Relation to Foreign LLPs |
442
| >> |
| Filing of Statement of Account and Solvency [Rule 34(4)] |
442
| >> |
| Translation of documents [Rule 34(5)] |
442
| >> |
| Name of foreign LLP to be stated [Rule 34(6)] |
442
| >> |
| Service of document [Rule 34(7)] |
443
| >> |
| Intention to close the place of business [Rule 34(8)] |
443
| >> |
| Electronic filing of documents [Rule 34(9)] |
443
| >> |
| Fees [Rule 34(11)] |
443
| >> |
Part VIII : Electronic Filing of Documents |
444
| >> |
CHAPTER 46 : Definitions Relevant to Electronic Filing |
445
| >> |
| Certifying Authority |
445
| >> |
| Digital Signature |
445
| >> |
| Digital Signature Certificate |
446
| >> |
| Electronic Record |
446
| >> |
| Electronic Registry |
446
| >> |
| Electronic Mail |
446
| >> |
| Pre-fill |
447
| >> |
| Regional Director |
447
| >> |
| Registrar |
447
| >> |
| Registrar’s Front Office |
447
| >> |
| Website |
447
| >> |
CHAPTER 47 : E-filing -- Legal Provisions |
448
| >> |
| E-filing |
448
| >> |
| Proof as evidence |
451
| >> |
Part IX : Offences and Penalties |
452
| >> |
CHAPTER 48 : Offences and Penalties |
453
| >> |
| Introduction |
453
| >> |
| Offences by limited liability partnerships [Section 76] |
453
| >> |
| Penalties under the Limited Liability Partnership Act, 2008 |
453
| >> |
CHAPTER 49 : Adjudication of Penalties |
462
| >> |
| Offences by a limited liability partnership |
462
| >> |
| Appointment of Adjudicating officers |
462
| >> |
| Imposition of Penalty |
462
| >> |
| Maximum Penalty on Small LLP or a Start-up LLP |
463
| >> |
| Appeal to the Regional Director |
463
| >> |
| Adjudication of Penalties |
464
| >> |
| Notice by the adjudicating officer |
464
| >> |
| Reply to Notice |
464
| >> |
| Physical Appearance |
465
| >> |
| Adjournment Order |
465
| >> |
| Time limit to pass an order by the adjudicating officer |
465
| >> |
| Signing of the order |
465
| >> |
| Copy of the order |
465
| >> |
| Powers of the adjudicating officer |
466
| >> |
| Payment and credit of Penalties |
466
| >> |
| Appeal against order of adjudicating officer |
466
| >> |
| Registration of appeal |
467
| >> |
| Disposal of appeal by Regional Director |
467
| >> |
CHAPTER 50 : Compounding of Offences |
469
| >> |
| Compounding of offences |
469
| >> |
| Provisions under the LLP Rules, 2009 |
470
| >> |
| ANNEXURE |
471
| >> |
| LLP Form No. 31 -- Application for Compounding of an Offence under the Act |
471
| >> |
| LLP Form No. 22 -- Notice of intimation of order of Court/Tribunal/Central Government to the Registrar |
474
| >> |
CHAPTER 51 : Special Courts |
478
| >> |
| Establishment of Special Courts |
478
| >> |
| Composition of Special Courts |
478
| >> |
| Procedure and Powers of Special Courts |
479
| >> |
| Offences at the Same trial |
479
| >> |
| Powers of Special Courts to Summary Trial |
479
| >> |
| Appeal and Revision |
479
| >> |
| Jurisdiction of Courts |
480
| >> |
| Cognizance of Offence |
480
| >> |
Part X : Appellate Mechanism |
481
| >> |
CHAPTER 52 : National Company Law Tribunal & Appellate Tribunal |
482
| >> |
| Introduction |
482
| >> |
| Definition of Tribunal |
482
| >> |
| National Company Law Tribunal under the Companies Act, 2013 |
482
| >> |
| National Company Law Appellate Tribunal (NCLAT) |
489
| >> |
| Procedure to be followed before NCLAT |
490
| >> |
| Other provisions as to Tribunal and Appellate Tribunal under the Companies Act, 2013 |
492
| >> |
Part XI : Miscellaneous Provisions |
496
| >> |
CHAPTER 53 : Miscellaneous Provisions |
497
| >> |
| Introduction |
497
| >> |
| Business transaction of partner with limited liability partnership |
497
| >> |
| Applicability of Companies Act, 2013 |
497
| >> |
| Registration Offices |
497
| >> |
| Establishment of Registration Offices |
497
| >> |
| Appointment of Registrars |
498
| >> |
| Authentication of documents |
498
| >> |
| Payment of additional fee |
498
| >> |
| Enhanced punishment |
498
| >> |
| Application of other laws not barred |
498
| >> |
| Power to make rules |
499
| >> |
| Power to remove difficulties |
502
| >> |
| Appeal to Tribunal |
502
| >> |
| Offences to be Non-cognizable |
503
| >> |
Part XII : Closure of LLP |
505
| >> |
CHAPTER 54 : Defunct Limited Liability Partnership |
506
| >> |
| Meaning of “Defunct LLP” |
506
| >> |
| Enquiry by registrar |
506
| >> |
| Power of Registrar to strike defunct limited liability partnership off register |
506
| >> |
| Reasonable opportunity of being heard |
506
| >> |
| Related provisions under LLP Rules, 2009 |
506
| >> |
CHAPTER 55 : Introduction to Winding Up |
509
| >> |
| Introduction |
509
| >> |
| Meaning of winding up |
509
| >> |
| Modes of winding up of a limited liability partnership |
509
| >> |
| Voluntary winding-up |
509
| >> |
| Winding up by the Tribunal |
509
| >> |
| Rules for winding up and dissolution |
510
| >> |
CHAPTER 56 : LLP (Winding up and Dissolution) Rules, 2012 -- Overview |
512
| >> |
| Introduction |
512
| >> |
| Modes of winding up of a limited liability partnership |
512
| >> |
| Voluntary winding-up |
512
| >> |
| Procedure for voluntary winding up |
512
| >> |
| Duties of LLP Liquidator |
518
| >> |
| Power of LLP to authorize LLP Liquidator for sale of its property |
518
| >> |
| Provisions related to compensation to a partner during liquidation of LLP |
519
| >> |
| Distribution of property of LLP in the event of winding up |
519
| >> |
| Arrangement between LLP and creditors in the event of winding up |
519
| >> |
| Circumstances when a LLP Liquidator or any partner or creditor may apply to the Tribunal |
519
| >> |
| Costs of voluntary winding up |
520
| >> |
| WINDING UP BY THE TRIBUNAL |
520
| >> |
| Circumstances in which LLP may be wound up by Tribunal |
520
| >> |
| Eligibility to file a petition for winding up |
520
| >> |
| Entitlement of a partner to present a petition |
520
| >> |
| Circumstances in which a petition filed by a LLP to be admitted |
521
| >> |
| Entitlement of Registrar to present a petition |
521
| >> |
| Leave of the Tribunal to be obtained before a petition presented by a contingent or prospective creditor to be admitted |
521
| >> |
| Orders that Tribunal make after hearing the petition of winding up |
521
| >> |
| Refusal order to wind up the company by Tribunal |
522
| >> |
| Power of Tribunal to control Provisional Liquidator to exercise his powers and duties |
522
| >> |
| Directions for filing statement of affairs [Rule 28] |
522
| >> |
| Procedure of appointment of liquidator in case of winding up by the Tribunal [Rule 29] |
523
| >> |
| Grounds on which liquidator can be removed |
523
| >> |
| Winding up order to be communicated to liquidator and Registrar |
524
| >> |
| The course of action after the winding up order by the Tribunal to be communicated to Registrar or Liquidator |
524
| >> |
| Winding up to operate in favour of all creditors and partners |
524
| >> |
| Jurisdiction of Tribunal |
524
| >> |
| Submission of report by Liquidator |
525
| >> |
| Directions of Tribunal on report of Liquidator etc. |
526
| >> |
| Custody of LLP's properties |
527
| >> |
| Partners, officers, employees, etc. to discover and deliver property, books, etc. and to cooperate with Liquidator [Rule 37] |
527
| >> |
| Procedure of the assets to be applied for costs |
528
| >> |
| Committee of inspection |
528
| >> |
| Submission of periodical reports, etc. to the Tribunal |
530
| >> |
| Duties of liquidator |
530
| >> |
| Provision for assistance to liquidator |
532
| >> |
| Exercise and control of liquidator's powers and duties |
532
| >> |
| Books to be kept by Liquidator |
533
| >> |
| Audit of liquidator's accounts |
533
| >> |
| Payment of debts due by partner |
533
| >> |
| Adjustment of rights of partners |
533
| >> |
| Control of Central Government over official liquidator as liquidator |
533
| >> |
| Inspection or investigation of books of accounts and records of the liquidator |
533
| >> |
| Provisions Applicable to Every Mode of Winding Up |
534
| >> |
| Debts of all descriptions to be admitted to proof |
534
| >> |
| Powers of a LLP liquidator or liquidator subject to sanction of the Tribunal or partners |
534
| >> |
| Statement that a LLP is in liquidation |
534
| >> |
| Books and papers of LLP to be considered as the prima facie evidence in respect of the winding up procedures |
534
| >> |
| Inspection of books and papers by creditors and partners |
535
| >> |
| Disposal of books and papers of LLP |
535
| >> |
| Information as to pending liquidations to be given by the liquidator |
536
| >> |
| Liquidator to make payments into public account of India in the Reserve bank of India or any designated Scheduled bank |
536
| >> |
| LLP Liquidator to make payments into Scheduled bank |
536
| >> |
| Liquidator or LLP Liquidator not to deposit monies into private bank account |
537
| >> |
| Unpaid and Undistributed Assets Account [Rule 60] |
537
| >> |
| Meetings to ascertain wishes of creditors or partners |
537
| >> |
| LLP liquidator or liquidator to make returns, etc. |
537
| >> |
| Court, Tribunal or person, etc. before whom affidavit may be sworn |
538
| >> |
| Tribunal to declare dissolution of LLP void |
538
| >> |
| Commencement of winding up by Tribunal |
538
| >> |
| Exclusion of certain time in computing period of limitation |
539
| >> |
| Filing with Registrar and filing fee |
539
| >> |
| General proceedings and procedures of winding up |
539
| >> |
| Petition for winding up, provisional liquidator, winding up order, and statement of affairs |
539
| >> |
| Settlement of list of creditors |
540
| >> |
| Meetings of creditors and partners in a winding up by tribunal and of creditors in a voluntary winding up |
540
| >> |
| Kinds of meetings held during the course of winding up |
540
| >> |
| Application of rules to meetings |
540
| >> |
| Notice of meeting |
540
| >> |
| Place and time of meeting |
541
| >> |
| Notice of first or other meeting to the officers of LLP [Rule 172] |
541
| >> |
| Proof of notice |
542
| >> |
| Costs of calling meetings at the instance of creditor or partner |
542
| >> |
| Chairman of the Meeting |
542
| >> |
| Resolution at creditor’s meeting |
542
| >> |
| Resolution of partner’s meeting |
543
| >> |
| Copies of resolutions to be filed |
543
| >> |
| Non-receipt of notice by a creditor or partner |
543
| >> |
| Adjournment of meeting |
543
| >> |
| Quorum |
543
| >> |
| Voting by creditors |
544
| >> |
| Admission or rejection of proofs for purposes of voting |
545
| >> |
| Report of Tribunal meetings |
545
| >> |
| Minutes of proceedings |
545
| >> |
| Proxies in relation to meetings in winding-up by Tribunal and to meetings of creditors in a voluntary winding-up |
545
| >> |
| Attendance and appearance of creditors and partners |
545
| >> |
| Collection and distribution of assets in a winding up by Tribunal |
546
| >> |
| Monies due from a partner in a winding up by the Tribunal |
546
| >> |
| Examination -- Proceedings and Procedures |
546
| >> |
| Application against delinquent partners, designated partners and officers |
546
| >> |
| Disclaimer of onerous property |
546
| >> |
| Compromise or abandonment of claims |
546
| >> |
| Sales by the Liquidators |
546
| >> |
| Distributable sum and returns of assets in a winding up by Tribunal |
546
| >> |
| Termination of winding up |
547
| >> |
| Liquidator to apply for dissolution |
547
| >> |
| Dissolution of the LLP |
547
| >> |
| Liquidator to pay the balance into public account |
547
| >> |
| Conclusion of winding up |
548
| >> |
| Application to declare dissolution void |
548
| >> |
| Liquidator’s books of account and registers |
548
| >> |
| Banking account of the liquidator |
550
| >> |
| Investment of surplus funds |
550
| >> |
| Filling, audit and inspection of the liquidator’s account |
550
| >> |
| Special provisions for voluntary winding up |
550
| >> |
| LLP liquidator in voluntary winding up |
551
| >> |
| Payment of unclaimed distributable sums and undistributed assets into the LLPs liquidation account in a winding up |
551
| >> |
| Cost including expenses, charges or fees |
551
| >> |
| Cost, expenses, charges or fees payable out of the assets in a winding up by the Tribunal |
551
| >> |
| Miscellaneous provisions |
551
| >> |
| Inspection of file |
552
| >> |
| Appeal from order of Tribunal to National Company Law Appellate Tribunal |
552
| >> |
Book 3 -- Limited Liability Partnership Act and Rules |
553
| >> |
CHAPTER 57 : Limited Liability Partnership Act, 2008 [As Amended upto Limited Liability Partnership (Amendment) Act, 2021, Effective from 1-4-2022] |
554
| >> |
| Chapter I -- Preliminary |
554
| >> |
| Short title, extent and commencement. |
554
| >> |
| Definitions. |
554
| >> |
| Chapter II -- Nature of Limited Liability Partnership |
557
| >> |
| Limited liability partnership to be body corporate. |
557
| >> |
| Non-applicability of the Indian Partnership Act, 1932. |
558
| >> |
| Partners |
558
| >> |
| Minimum number of partners. |
558
| >> |
| Designated partners |
558
| >> |
| Liabilities of designated partners. |
559
| >> |
| Changes in designated partners. |
559
| >> |
| Punishment for contravention of sections 7, [* * *] and 9 |
560
| >> |
| Chapter III -- Incorporation of Limited Liability Partnership and Matters Incidental Thereto |
560
| >> |
| Incorporation document. |
560
| >> |
| Incorporation by registration. |
561
| >> |
| Registered office of limited liability partnership and change therein |
562
| >> |
| Effect of registration. |
562
| >> |
| Name |
563
| >> |
| Reservation of name. |
563
| >> |
| Rectification of name of limited liability partnership |
563
| >> |
| Omitted vide Limited Liability Partnership (Amendment) Act, 2021, dt. 13-8-2021 |
564
| >> |
| Change of registered name. |
565
| >> |
| Penalty for improper use of words "limited liability partnership" or "LLP". |
565
| >> |
| Publication of name and limited liability. |
565
| >> |
| Chapter IV -- Partners and Their Relations |
565
| >> |
| Eligibility to be partners. |
565
| >> |
| Relationship of partners. |
565
| >> |
| Cessation of partnership interest. |
566
| >> |
| Registration of changes in partners |
567
| >> |
| Chapter V -- Extent and Limitation of Liability of Limited Liability Partnership and Partners |
568
| >> |
| Partner as agent. |
568
| >> |
| Extent of liability of limited liability partnership. |
568
| >> |
| Extent of liability of partner. |
568
| >> |
| Holding out. |
569
| >> |
| Unlimited liability in case of fraud |
569
| >> |
| Whistle blowing. |
570
| >> |
| Chapter VI -- Contributions |
570
| >> |
| Form of contribution. |
570
| >> |
| Obligation to contribute. |
570
| >> |
| Chapter VII -- Financial Disclosures |
571
| >> |
| Maintenance of books of account, other records and audit, etc. |
571
| >> |
| Accounting and auditing standards |
572
| >> |
| Annual return |
572
| >> |
| Inspection of documents kept by Registrar. |
572
| >> |
| Penalty for false statement |
572
| >> |
| Power of Registrar to obtain information. |
573
| >> |
| Compounding of offences |
573
| >> |
| Destruction of old records. |
574
| >> |
| Enforcement of duty to make returns, etc. |
574
| >> |
| Chapter VIII -- Assignment and Transfer of Partnership Rights |
575
| >> |
| Partner's transferable interest. |
575
| >> |
| Chapter IX -- Investigation |
575
| >> |
| Investigation of the affairs of limited liability partnership. |
575
| >> |
| Application by partners for investigation. |
576
| >> |
| Firm, body corporate or association not to be appointed as inspector. |
576
| >> |
| Power of inspectors to carry out investigation into affairs of related entities, etc. |
576
| >> |
| Production of documents and evidence. |
577
| >> |
| Seizure of documents by inspector. |
578
| >> |
| Inspector's report. |
579
| >> |
| Prosecution. |
579
| >> |
| Application for winding up of limited liability partnership. |
579
| >> |
| Proceedings for recovery of damages or property. |
579
| >> |
| Expenses of investigation. |
580
| >> |
| Inspector's report to be evidence. |
580
| >> |
| Chapter X -- Conversion into Limited Liability Partnership |
581
| >> |
| Conversion from firm into limited liability partnership. |
581
| >> |
| Conversion from private company into limited liability partnership. |
581
| >> |
| Conversion from unlisted public company into limited liability partnership. |
581
| >> |
| Registration and effect of conversion. |
581
| >> |
| Chapter XI -- Foreign Limited Liability Partnerships |
582
| >> |
| Foreign limited liability partnerships. |
582
| >> |
| Chapter XII -- Compromise, Arrangement or Reconstruction of Limited Liability Partnerships |
582
| >> |
| Compromise, or arrangement of limited liability partnerships |
582
| >> |
| Power of Tribunal to enforce compromise or arrangement. |
583
| >> |
| Provisions for facilitating reconstruction or amalgamation of limited liability partnerships |
584
| >> |
| Chapter XIII -- Winding Up and Dissolution |
585
| >> |
| Winding up and dissolution. |
585
| >> |
| Circumstances in which limited liability partnership may be wound up by Tribunal. |
586
| >> |
| Rules for winding up and dissolution. |
586
| >> |
| Chapter XIV -- Miscellaneous |
586
| >> |
| Business transactions of partner with limited liability partnership. |
586
| >> |
| Application of the provisions of the Companies Act. |
586
| >> |
| Establishment of Special Courts |
587
| >> |
| Procedure and powers of Special Court |
587
| >> |
| Appeal and revision |
588
| >> |
| Electronic filing of documents. |
588
| >> |
| Registration offices |
588
| >> |
| Payment of additional fee |
589
| >> |
| Enhanced punishment. |
589
| >> |
| Application of other laws not barred. |
590
| >> |
| Jurisdiction of Tribunal and Appellate Tribunal |
590
| >> |
| Omitted vide Limited Liability Partnership (Amendment) Act, 2021, dt. 13-8-2021 |
590
| >> |
| General penalties |
590
| >> |
| Power of Registrar to strike defunct limited liability partnership off register. |
591
| >> |
| Offences by limited liability partnerships. |
591
| >> |
| 76A. Adjudication of penalties |
591
| >> |
| Jurisdiction of Courts |
593
| >> |
| Cognizance of offences |
593
| >> |
| Power to alter Schedules. |
594
| >> |
| Power to make rules |
594
| >> |
| Power to remove difficulties |
597
| >> |
| Omitted vide Limited Liability Partnership (Amendment) Act, 2021, dt. 13-8-2021 |
598
| >> |
| The First Schedule |
598
| >> |
| The Second Schedule |
599
| >> |
| The Third Schedule |
603
| >> |
| The Fourth Schedule |
606
| >> |
CHAPTER 58 : Limited Liability Partnership Rules, 2009 [As Amended upto Limited Liability Partnership (Amendment) Rules, 2022 and Limited Liability Partnership (Second Amendment) Rules, 2022] |
611
| >> |
| Chapter I -- Preliminary |
611
| >> |
| Short title and commencement. |
611
| >> |
| Definitions. |
611
| >> |
| Forms. |
612
| >> |
| Authentication of electronic forms. |
613
| >> |
| Fees |
613
| >> |
| Manner and conditions of filing |
614
| >> |
| Chapter II -- Nature of Limited Liability Partnership |
614
| >> |
| Consent |
614
| >> |
| Filing of consent along with fees |
614
| >> |
| Disqualification |
614
| >> |
| Chapter III -- Designated Partner's Identification Number |
615
| >> |
| Obtaining of Designated Partner's Identification Number |
615
| >> |
| Chapter IV -- Incorporation of Limited Liability Partnership |
615
| >> |
| Filing of form for incorporation |
615
| >> |
| Attachment of document |
616
| >> |
| Filing of statement |
617
| >> |
| Assigning of LLP identification number |
617
| >> |
| Serving of documents |
617
| >> |
| Address for service of documents |
618
| >> |
| Allotment of new name to existing LLP under sub-section (3) of section 17 |
622
| >> |
| Chapter V -- Partners and Their Relations |
623
| >> |
| Chapter VI -- Form of Contribution |
624
| >> |
| Chapter VII -- Financial Disclosures |
624
| >> |
| Disclosure |
624
| >> |
| Chapter VIII -- Destruction of Old Records |
627
| >> |
| Chapter IX -- Investigations |
628
| >> |
| Investigations |
628
| >> |
| Chapter X -- Conversion to Limited Liability Partnership |
629
| >> |
| Chapter XI -- Foreign Limited Liability Partnership |
630
| >> |
| Chapter XII -- Compromise, Arrangement or Reconstruction of Limited Liability Partnerships |
633
| >> |
| Chapter XIII -- Electronic Filing of Documents |
638
| >> |
| Chapter XIV -- Striking Off Name of Defunct Limited Liability Partnership |
640
| >> |
| Adjudication of penalties |
642
| >> |
| Appeal against order of adjudicating officer |
645
| >> |
| Registration of appeal |
645
| >> |
| Disposal of appeal by Regional Director |
646
| >> |
| Chapter XV -- Conversion from Firm to Limited Liability Partnership |
646
| >> |
| Chapter XVI -- Conversion from Private Company to Limited Liability Partnership |
647
| >> |
| Chapter XVII -- Conversion from Unlisted Public Company to Limited Liability Partnership |
647
| >> |
| Chapter XVIII -- Compounding of Offences |
647
| >> |