Limited Liability Partnership

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Limited LiabilityPartnerships : 

Limited LiabilityPartnerships Thursday, October 15, 2009 1 Dr. Tabrez Ahmad, KLS,KIIT.

Slide 2: 

Two things fill the mind with ever new and increasing admiration and awe the oftener and more steadily we reflect on them “the starry heavens above me and the moral law within me” ……….Immanuel Kant Thursday, October 15, 2009 2 Dr. Tabrez Ahmad, KLS,KIIT.

What is LLP ? : 

What is LLP ? Limited Liability Partnership New Business Vehicle Hybrid Form LLP Introduced in 1st April 2009 By Limited Liability Partnership Act 2008. Thursday, October 15, 2009 3 Dr. Tabrez Ahmad, KLS,KIIT.

Is India First Country tointroduce LLP? : 

Is India First Country tointroduce LLP? • Global Model US –1996 UK – 2000 Japan – 2005 Singapore – 2005 Thursday, October 15, 2009 4 Dr. Tabrez Ahmad, KLS,KIIT.

Why LLP Act Passed? : 

Why LLP Act Passed? • Potential for growth of the services sector • Dominant role played by the professionals in the country’s economy Thursday, October 15, 2009 5 Dr. Tabrez Ahmad, KLS,KIIT.

Emergence of LLP Legislation : 

Emergence of LLP Legislation • Abid Hussain Committee (1997) • Naresh Chandra Committee (2003) • Dr. Irani Committee on New Company Law (2005) Thursday, October 15, 2009 6 Dr. Tabrez Ahmad, KLS,KIIT.

Features : 

Features • Limited Liability • Perpetual Succession • Separate Legal Entity • Flexible Profit Distribution • Flexible Management Structure • Few Legal and Procedural Requirements Thursday, October 15, 2009 7 Dr. Tabrez Ahmad, KLS,KIIT.

Missing Features : 

Missing Features • Pass through TAX treatment • Cannot be formed for Charitable Purposes Thursday, October 15, 2009 8 Dr. Tabrez Ahmad, KLS,KIIT.

LLP Bill - Outline : 

LLP Bill - Outline • 14 Chapters • 73 Sections + 7 Sections + 6 Sections • 4 Schedules • Rules ‘as may be prescribed’ at 34 places Thursday, October 15, 2009 9 Dr. Tabrez Ahmad, KLS,KIIT.

Who can be a partner in LLP ? : 

Who can be a partner in LLP ? • Individual • Body Corporate –Company as per Companies Act, 1956 –LLP –Foreign LLP –Company incorporated outside India Thursday, October 15, 2009 10 Dr. Tabrez Ahmad, KLS,KIIT.

Can a ‘Number’ be far behind? : 

Can a ‘Number’ be far behind? • All Partners to obtain PIN – Partner Identification Number • Provisions of Sections 266A to 266G to apply mutatis mutandis Thursday, October 15, 2009 11 Dr. Tabrez Ahmad, KLS,KIIT.

Partners : 

Partners • Minimum Partners – 2 • Single Person can also run LLP • Maximum – ? NO LIMIT • At least 2 Designated Partners – Only Individuals • 1 Designated Partner to be Resident in India Thursday, October 15, 2009 12 Dr. Tabrez Ahmad, KLS,KIIT.

Resident in India : 

Resident in India • Stayed in India for a period of not less than 182 days during immediately preceding one year • Case – X, a foreign national, stayed in India from 1.1.2007 to 1.7.2007 (182 days) – Can he be appointed as a ‘Designated Partner’ on 1.1.2008? – Can he continue as ‘Designated Partner’ after 2.1.2008 ? Thursday, October 15, 2009 13 Dr. Tabrez Ahmad, KLS,KIIT.

Designated Partner : 

Designated Partner • To be appointed with effect from Incorporation Date • Any vacancy to be filled in 30 days • Changes in Designated Partners to be intimated within 30 days • Penalty –Min. 10,000 –Max. 5 Lakhs Thursday, October 15, 2009 14 Dr. Tabrez Ahmad, KLS,KIIT.

Incorporation : 

Incorporation • LLP can be incorporated for a ‘lawful business with a view to profit’ • Incorporation Document • Registration within 14 days • Certificate of Incorporation • Conclusive Evidence that LLP is incorporated Thursday, October 15, 2009 15 Dr. Tabrez Ahmad, KLS,KIIT.

What’s in a name? : 

What’s in a name? • Name to be obtained • Name can be reserved for 3 months • Invoices and Official Correspondence to bear – –Name – Address – Registration Number of LLP – Statement that it is registered with limited liability Thursday, October 15, 2009 16 Dr. Tabrez Ahmad, KLS,KIIT.

What’s in a name? : 

What’s in a name? • To add LLP or Limited Liability Partnership as last words • Central Government can direct change of name any time if it is - – Undesirable,or – Identical, or – Too nearly resembles with existing LLP, Partnership Firm or Body Corporate or a Registered Trade Mark Thursday, October 15, 2009 17 Dr. Tabrez Ahmad, KLS,KIIT.

Partners : 

Partners • Inter-se Rights and duties will be governed by Partnership Agreement • No agreement – First Schedule will determine mutual rights and duties • Partner can resign as agreed or by giving minimum 30 days’ notice Thursday, October 15, 2009 18 Dr. Tabrez Ahmad, KLS,KIIT.

Partnership Agreement : 

Partnership Agreement • Share of Partners • Who shall take part in management? • Remuneration of Partners • Admission of New Partner • Decisions in Partnership • Expulsion of Partner Thursday, October 15, 2009 19 Dr. Tabrez Ahmad, KLS,KIIT.

Cessation of Partner : 

Cessation of Partner • ‘May’ cease to be a partner in case of his death • Ceased Partner is regarded as a Partner in relation to any person who is dealing with the LLP unless- – That person has notice of cessation, or – Notice is delivered to Registrar Thursday, October 15, 2009 20 Dr. Tabrez Ahmad, KLS,KIIT.

Liability of Partners : 

Liability of Partners • Partner – Agent of LLP but not of other partners • Liability of LLP to be met out of property of LLP • Liability of Partners – LIMITED • Unlimited Liability – Fraud Thursday, October 15, 2009 21 Dr. Tabrez Ahmad, KLS,KIIT.

Contribution by Partners : 

Contribution by Partners • Contribution can be in the form of – –Tangible Property – Intangible Property –Contract for services • Monetary value of contribution to be accounted for in the Accounts Thursday, October 15, 2009 22 Dr. Tabrez Ahmad, KLS,KIIT.

Financial Disclosures : 

Financial Disclosures • Accounts – Cash or Accrual • Fixed Financial Year • Statement of Account & Solvency to be filed within 6 months of close of financial year • Audit is mandatory Thursday, October 15, 2009 23 Dr. Tabrez Ahmad, KLS,KIIT.

Financial Disclosures : 

Financial Disclosures • File Annual Return – Within 60 days from the close of financial year • Statement of Account & Solvency and Annual Return can be inspected at Registrar’s Office Thursday, October 15, 2009 24 Dr. Tabrez Ahmad, KLS,KIIT.

Transferable Partnership Rights : 

Transferable Partnership Rights • Transferable Rights –Right to receive share of profit and losses –Right to receive distribution Thursday, October 15, 2009 25 Dr. Tabrez Ahmad, KLS,KIIT.

Powers of Government : 

Powers of Government • To call for Information • To order Investigation • To file for winding-up • To file proceedings for recovery of damages or property Thursday, October 15, 2009 26 Dr. Tabrez Ahmad, KLS,KIIT.

Schedules : 

Schedules • First Schedule – Default Provisions for LLP’s • Second Schedule – For conversion of Firm to LLP • Third Schedule – For conversion of Private Company to LLP • Fourth Schedule – For conversion of unlisted Public Company to LLP Thursday, October 15, 2009 27 Dr. Tabrez Ahmad, KLS,KIIT.

Merger, Amalgamation orWinding-up : 

Merger, Amalgamation orWinding-up • Merger/Amalgamation/Arrangement of LLP can be done • Winding-up – Voluntary – By Tribunal • Number of Partners below two • Inability to pay debts • Default in filing SAS or Annual Return for 5 consecutive years • Just and equitable Thursday, October 15, 2009 28 Dr. Tabrez Ahmad, KLS,KIIT.

Miscellaneous Provisions : 

Miscellaneous Provisions • Loan by Partners • Application of Company Law • E-filing of documents • Default Fees – Rs. 500/- for each day of delay • Strike-off power with the Registrar • All offences are criminal offences • Whistle Blowing Thursday, October 15, 2009 29 Dr. Tabrez Ahmad, KLS,KIIT.

Penalties : 

Penalties • Heavy Penalties • Non-filing of Annual Return/Statement of Account & Solvency –LLP – Min Rs. 1 lakh, Max Rs. 5 lakhs –Designated Partner – Min Rs. 10,000/- Max Rs. 1 lakh Thursday, October 15, 2009 30 Dr. Tabrez Ahmad, KLS,KIIT.

Tax Treatment : 

Tax Treatment • Not defined Thursday, October 15, 2009 31 Dr. Tabrez Ahmad, KLS,KIIT.

Slide 32: 

“Intelligence is like a river; the deeper it is, the less noise it makes” Thursday, October 15, 2009 32 Dr. Tabrez Ahmad, KLS,KIIT.

Do you have any question? : 

Do you have any question?

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