MCA NOTIFIES: A PARTNER OF LLP TO BECOME OR CONTINUE AS DESIGNATED PARTNER FOR FIVE YEARS ON FAILURE TO FILE  FINANCIAL STATEMENTS FOR THREE CONTINUOUS YEARS

Features of LLP:

LLP can be formed with minimum of 2 partners.

LLP shall have at least two designated partners who are individuals.

Liability of partners of LLP is limited to their contribution.

There is less compliance as far as LLP is concerned.

What is the Procedure to Register/incorporte a LLP?

Step 1: Filing of RUN (Reserve Unique Name) application

• The Applicant is required to reserve the name of LLP by filing RUN application.
• The application for Name can be made twice.
• The fees for filing RUN shall be Rs. 1000
• The Applicant is required to login to MCA portal
• Select RUN-LLP option under MCA service
• Select the option of “Prepare and Submit Online” in submission mode.
• Select the option of new incorporation
• Enter the two proposed unique names of LLP and auto check the same
• Enter comments, i.e the objects of LLP Attach file, if any and submit the form with payment of fees

Step 2: Filing of FiLLiP (Form for incorporation of LLP) application

This Form helps in incorporation of new LLP, allotment of DIN and/or reservation of name of LLP. It is mandatory to attach Digital Signatures of Designated Partner before filing the form. The Fees for submitting the form shall depend on the Contribution of LLP.

Step 3: Filing of Form 3 This Form is filed once the approval for FiLLiP is received by the applicant and the LLP is incorporated. The due date of filing the form shall be within 30 days from the date of incorporation. This Form helps in filing LLP agreement with the Registrar. The LLP agreement is printed on the stamp paper which shall be different for every state.
 

As per Section 7 of LLP, 2008 every LLP shall have at least Two Designated Partners (DP) who are individual and at least one of them shall be resident in India. Only an Individual can be appointed as Designated Partner.

 

What is the procedure for Admitting a new Designated Partner?

a. Documents required:

• DIN of Designated Partner
• Name proof and address proof of the person to be appointed  including PAN of the same.
• Consent to act as  designated partner (Form-9).
• Details of other partnership, directorship, if any.

b. Form to be filed:

File form-4 (With in 30 days of such change)

Attachments required:

• Consent of new partners (Form 9)
• Copy of Resolution of LLP.

c. In case there is a change in partner/designated partners:

Form 4 has to be filed along with Form 3 as Linked form.
 

d. File form LLP-3:

Attachment required:

Supplementary Agreement

e. Execute supplementary agreement:

Prepare the Addendum of Original LLP Agreement to give effect of admission of new partner.

Important note:

The individual should not be disqualified to become a designated partner in terms of Rule 9(1). Any person eligible to become partner as per the provisions of LLP Act, 2008 can be admitted as partner in LLP as per the provisions of the LLP agreement of the LLP. Section 22 of LLP Act, 2008 provides the same.

The incoming partner has to see he is not disqualified to become a partner as per the provisions of section 22 of LLP Act, 2008. Also it is to be seen that he is eligible to become a partner as specified in the Limited Liability Partnership agreement of the LLP.

Failure in filing Financial Statement will lead Partner not to continue as designated Partner:

The Ministry of Corporate Affairs (MCA) has notified the Partner of LLP not eligible to become or continue as designated partner for a period of five years on failure to file financial statements for any continuous period of three financial years. In section 90 of the Limited Liability Partnership Act, 2008, in sub-section (1)