The full form of LLP is a Limited Liability Partnership. It is a hybrid of a traditional partnership and a company, offering the flexibility of a partnership firm and the advantage of a company’s limited liability at a low compliance cost. The concept of Limited Liability Partnership was introduced in India in 2008.
Contents of this post
What are the advantages of an LLP?
LLP or Limited Liability Partnership is a business structure that offers the flexibility of a partnership firm and the advantage of a company’s limited liability at a low compliance cost. Here are some of the advantages of a Limited Liability Partnership:
Limited liability protection for partners: The partners’ personal assets are protected from the company’s debts and liabilities.
Flexibility in management and ownership: The partners can manage the business as per their agreement, and there is no restriction on the number of partners.
Tax benefits: LLPs are taxed as partnerships, which means that they are not subject to corporate tax. Instead, the profits are taxed as the personal income of the partners.
Increased credibility: A limited Liability Partnership is considered more credible than a traditional partnership firm because it has a separate legal identity and is registered with the Ministry of Corporate Affairs.
Low-cost formation: The cost of registering a Limited Liability Partnership in India is comparatively lower than that of incorporating a public limited company or a private limited company.
No limit on the number of members: A Limited Liability Partnership can have any number of partners, which makes it easier to raise capital and expand the business.
Less compliance: LLPs have fewer compliance requirements than companies, which means that they are easier to manage and operate.
Perpetual succession: A Limited Liability Partnership has perpetual succession, which means that it continues to exist even if one or more partners leave or die.
Easy transferability: It is easy to transfer ownership in a Limited Liability Partnership by transferring ownership rights to another partner or admitting a new partner.
What are the disadvantages of an LLP?
LLP or Limited Liability Partnership is a business structure that offers the flexibility of a partnership firm and the advantage of a company’s limited liability at a low compliance cost. Here are some of the disadvantages of an LLP:
Higher formation and maintenance costs: Forming and maintaining an LLP can be more expensive than other types of business structures, such as a sole proprietorship or a general partnership.
Unlimited liability for some partners: In an LLP, the partners with unlimited liability are personally responsible for the company’s debts and liabilities. This means that their personal assets can be used to pay off the company’s debts.
Limited access to capital: LLPs cannot issue shares, which makes it difficult to raise capital from investors. This can limit the growth potential of the business.
Not suitable for all businesses or professions: LLPs are not suitable for businesses that require large amounts of capital or have complex ownership structures. They are also not suitable for certain professions, such as lawyers and accountants, who are required to form partnerships under their respective professional regulations.
No ability to file taxes as an S corporation: Unlike S corporations, LLPs cannot file taxes as an S corporation. This means that they cannot take advantage of certain tax benefits available to S corporations.
Income is taxed as personal income and cannot be retained as profit: The profits earned by an LLP are taxed as personal income of the partners, which means that they cannot be retained as profit in the company.
Public disclosure of financial accounts: An LLP is required to file its financial accounts with the Ministry of Corporate Affairs, which makes them public information. This can affect the privacy of the partners and the company’s financial information.
Must have at least two members and a managing partner: An LLP must have at least two members, and one of them must be designated as a managing partner. This can limit the flexibility in the management and ownership structure of the business.
Less credibility for creditors: An LLP is considered less credible than a private limited company because it has a separate legal identity but does not have shareholders or directors who can be held accountable for its actions.
What are the compliance requirements for an LLP?
Compliance requirements for an LLP in India include:
Filing an annual return with the Registrar of Companies (ROC).
Filing a statement of accounts with the ROC.
Filing income tax returns.
Complying with the provisions of the Limited Liability Partnership Act, 008, and the Limited Liability Partnership Rules, 009.
Filing Form within 0 days of the close of the financial year.
Filing Form 8 along with the Statement of Account and Solvency within 0 days from the end of six months of the financial year.
Complying with Income tax filings and GST Return filing requirements.
How much does it cost to register an LLP in India?
The cost to register an LLP in India depends on the number of partners and the capital contribution. The registration fee varies depending on the authorized capital of the LLP. For example, for an LLP with an authorized capital of up to Rs. 1 lakh, the registration fee is Rs. 500. For an authorized capital between Rs. 1 lakh to Rs. 5 lakhs, the fee is Rs. 2000. The fee increases as the authorized capital increases. The total cost of registering an LLP in India is around Rs. 2500 – Rs. 6000.
Please note that this information is subject to change, and it’s always a good idea to consult official sources or legal professionals for the most up-to-date and accurate information regarding LLP registration in India.
How to apply for a Limited Liability Partnership?
To apply for an LLP in India, you need to follow these steps:
Obtain a Digital Signature Certificate (DSC): All proposed partners of the LLP must obtain a DSC since all government filings require digital signatures.
Apply for DPIN: Partners without a DPIN need to apply for one.
Get the Company’s Name Approval: Before citing or quoting the name, it is always advisable to check the Ministry of Corporate Affairs (MCA) portal for a free name.
File Incorporation Application in e-form FiLLiP: Once the name of the proposed LLP is approved, file the form FiLLiP – to incorporate the LLP.
File LLP Agreement in Form: After incorporation, file the LLP agreement in Form.
What are the rights and duties of Partners in LLP?
Rights and Duties of Partners
Partners’ Liability-Partners are not personally liable for the LLP’s debts or acts of other partners, limiting their liability to their capital contribution.
Rights of Partners-Partners have the right to participate in the management of the LLP and share in its profits.
PartnersDuty-Partners must act in good faith, maintain transparency, and fulfill their duties as outlined in the LLP agreement.
What are the documents required for LLP registration?
Address proof of the partners, which can be any one of the following: Voter ID, passport, driver’s license, or Aadhaar card.
Utility bill of the proposed registered office of the LLP, which should not be more than two months old and must contain the name of the partner as mentioned in the PAN card.
No objection certificate from the landlord if the registered office is taken on rent, along with a rent agreement copy between the LLP and the landlord.
Latest bank statement, telephone bill, mobile bill, electricity bill, or gas bill as a residence proof of partners. The document should not be more than two months old and must contain the name of the partner as mentioned in the PAN card.
Passport-size photographs of all partners, preferably on a white background.
Passport (in case of foreign nationals/NRIs) compulsorily notarized or apostilled by relevant authorities in their country or signed by the Indian Embassy situated in that country. Foreign nationals or NRIs have to submit proof of address which will be a driving license, bank statement, residence card, or any government-issued identity proof containing the address. If documents are in other than English language, a notarized or apostilled translation copy will also be attached.
What is the difference between a Company and LLP?
Aspect
Company
Limited Liability Partnership (LLP)
Ownership Structure
Shareholders
Partners
Number of Owners
Multiple
Varies (can be one or more)
Formation Process
More complex, formal incorporation
Simpler, partnership agreement
Minimum Members
Minimum 2 shareholders and 2 directors.
Minimum 2 partners (no maximum limit).
Capital Required
Normally Rs. 1 Lacs
No minimum amount
Legal Entity Status
Separate legal entity
Separate legal entity
Management
Managed by directors and officers
Managed by partners or designated members
Liability of Owners
Limited liability for shareholders
Limited liability for partners
Liability of Management
Limited liability for directors/officers
Limited liability for designated members
Ownership Transfer
Transfer of shares
Transfer of partnership interest
Ownership Transfer Restrictions
May have restrictions on share transfer
Subject to the partnership agreement
Minimum Number of Owners
Generally, more than one owner required
May have single-member LLPs
Regulatory Compliance
More extensive, annual filings
Fewer formalities, simpler compliance
Taxation
Corporate taxation, potential for double taxation
Pass-through taxation, profits taxed at the individual level
Reporting Requirements
Annual financial reports and audits
Less stringent reporting requirements
Meetings and Resolutions
Board meetings, shareholder resolutions
Partner meetings, member resolutions
Name Requirements
A Unique name often ends with “Ltd” or “Inc”
A unique name often ends with “LLP”
Public Disclosure
More information publicly available
Limited information available to the public
Flexibility in Management Structure
Less flexibility due to corporate governance requirements
More flexibility in management structure
Duration of Existence
Typically perpetual
May have a specified term in the partnership agreement
Termination
Winding up or liquidation process
Dissolution according to the partnership agreement
Conversion to Another Entity
Can convert to LLP or other structures
Can convert to other business structures
Can you tell me more about the LLP Agreement?
An LLP agreement is a legal document that outlines the mutual rights and duties of the partners inter-se and those of partners and LLPs. It is a charter of the LLP that denotes its scope of operation and the rights and duties of the partners vis-à-vis LLP. The agreement must be signed by all the partners and filed with the Ministry of Corporate Affairs within prescribed days of the LLP’s incorporation.
The following are some of the key features of an LLP agreement:
Name of the LLP: The name of the LLP should be mentioned in the agreement.
Nature of business: The nature of business that the LLP intends to carry out should be mentioned in the agreement.
Capital contribution: The amount of capital contribution by each partner should be mentioned in the agreement.
Profit-sharing ratio: The profit-sharing ratio among the partners should be mentioned in the agreement.
Rights and duties of partners: The rights and duties of each partner should be clearly defined in the agreement.
Management structure: The management structure of the LLP, including the roles and responsibilities of designated partners, should be mentioned in the agreement.
Decision-making process: The decision-making process for important matters such as admission or removal of partners, change in profit sharing ratio, etc., should be mentioned in the agreement.
Dispute resolution mechanism: The dispute resolution mechanism for resolving disputes among partners should be mentioned in the agreement. Please note that this is a general overview of an LLP agreement, and it is advisable to consult with a legal professional or visit official resources for detailed and up-to-date information.
LLP success example in India
For example- Company Name: PR Innovations LLP
Background
PR Innovations LLP is a technology startup founded in 2015 by two engineering graduates, Priya and Raj. They had a vision to create innovative software solutions that could solve real-world problems. With limited capital but boundless enthusiasm, they decided to establish an LLP, which offers the advantages of a partnership along with limited liability protection.
The Journey
Initial Challenges: In the beginning, Priya and Raj faced numerous challenges. They had to invest their personal savings into the business since raising capital was difficult. Finding the right talent and building a dedicated team was another hurdle.
Innovative Product Development: Despite these challenges, Priya and Raj focused on their core strength – innovation. They developed a unique software product that addressed a specific pain point in the healthcare industry. Their dedication to research and development paid off when they successfully launched the product after two years of hard work.
LLP Benefits: Choosing the LLP structure allowed Priya and Raj to share profits and losses flexibly, which was crucial during the initial years when the business was not profitable. The LLP structure also provided them with limited liability protection, safeguarding their personal assets in case of business debts.
Expansion and Growth: With a proven product and a growing customer base, PR Innovations LLP started to expand. They secured funding from venture capitalists and used it to scale their operations. They hired more employees, opened new offices, and entered international markets.
Recognition and Awards: Their dedication to innovation and the quality of their product led to several awards and recognitions. They received accolades for their contribution to the healthcare industry and were featured in prominent business magazines and newspapers.
Impact: PR Innovations LLP’s software product has had a significant impact on the healthcare sector by streamlining processes and improving patient care. Hospitals and healthcare providers across India and abroad have adopted their solution, leading to better patient outcomes.
Future Outlook: Today, PR Innovations LLP continues to grow and innovate. They have diversified their product offerings and are exploring new markets. Priya and Raj have become role models for aspiring entrepreneurs, demonstrating that determination, innovation, and the right business structure can lead to success.
Conclusion The success of PR Innovations LLP in India is a testament to the potential of LLPs for startups and small businesses. It highlights how a focus on innovation, determination, and the right organizational structure can help entrepreneurs overcome challenges and achieve remarkable success in the competitive business landscape of India.
Faqs on LLP
1. Is there a minimum capital requirement for an LLP?
No, there is no minimum capital requirement for starting an LLP in India. Partners can contribute capital based on their mutual agreement.
2. Are there any restrictions on the type of business an LLP can engage in?
LLPs can engage in most types of businesses except those specified by the government, such as banking and insurance.
3. What is the tax treatment of LLPs in India?
LLPs are taxed as a separate legal entity, and their partners are taxed individually on their share of profits. They are subject to the Goods and Services Tax (GST) if applicable.
4. Can an LLP be converted into a private limited company or vice versa?
Yes, it is possible to convert an LLP into a private limited company and vice versa, subject to certain regulatory procedures and approvals.
5. How can an LLP be dissolved or closed in India?
An LLP can be closed by winding up, either voluntarily or by the Tribunal, as per the provisions of the LLP Act, 2008.
6. Is it possible to change the name of an LLP?
Yes, the name of an LLP can be changed by following the prescribed procedures and obtaining approval from the RoC.
An Accountant, GSTP, GST blogger, Website Creator, SEO Builder & Co-founder of the website https://gstportalindia.in for the help of GST Taxpayers of India. Having a perfect accounting experience of more than 10 years in a Private Ltd Company.
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