India being a favoured business destination houses a number of opportunities for the growth and development of the industrial sector. In order to facilitate the carrying out of business activities of varied nature, the Indian legal system allows a number of business structures such as proprietorship, partnership, companies and limited liability partnership (hereinafter referred to as “LLP”).
Limited Liability Partnership
A LLP is a business arrangement whereby the liability held by each of the partners is limited by law. The LLP business vehicle is a legal entity having its existence independent from its partners where their rights and duties are determined in terms of the agreement between them.
The formation as well as regulation of LLP is governed under the provisions of the Limited Liability Partnership Act, 2008 (hereinafter referred to as the “Act”) and the Limited Liability Partnership Rules, 2009 (hereinafter referred to as the “Rules”).
Amendment to the LLP provisions
In furtherance to the notification dated September 18, 2018, issued by the Ministry of Corporate Affairs, the Government has introduced the Limited Liability Partnership (Second Amendment) Rules, 2018, and some of changes introduced therein have been stated below:
- Form 1 has been replaced by RUN-LLP Form and Form 2 has been replaced by FiLLiP Form;
- The LLPs are required to submit the below stated forms to the Registrar, Central Registration Centre for processing [Regulation 3(3) of the Rules]:
- Reserve Unique Name LLP (RUN-LLP);
- Incorporation of LLP (FiLLiP);
- Notice of name change (Form 5);
- Conversion of a firm into LLP (Form 17);
- Conversion of private/ unlisted company into LLP (Form 18)
- The incorporation of LLP shall be filed in Form FiLLiP with the Registrar having jurisdiction over the state in which the registered office of the limited liability partnership is to be situated along with requisite fee [Regulation 11(1) of the Rules];
- Where the Registrar, on examining Form FiLLiR finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within 15 days from the date of such intimation given by the Registrar [Regulation 11(2) (a) of the Rules];
- After re-submission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of 15 days’ time to remove such defects or deficiencies [Regulation 11(2) (b) of the Rules];
- The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16 [Regulation 11(3) of the Rules];
- Every application shall be made through the web service, RUN-LLP, available at www.mca.gov.in and be accompanied by requisite fee, 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 [Regulation 18 (5) of the Rules].
Changes have been introduced in the incorporation and regulation of the LLPs in India in order to ease out their business activities and helping them to prove as a suitable organization model.