Limited Liability Partnership (LLP) Registration

A Limited Liability Partnership (LLP) is a unique and increasingly popular business structure that combines the benefits of a partnership and a company. LLP offers the flexibility of a partnership with the added advantage of limited liability protection, making it an ideal choice for professionals, small businesses, and startups. At ACCOTALE, we provide seamless LLP registration services, ensuring your business is legally compliant and protected.

Our Services

All Inclusive Service-Inclusive of Government Fees

^₹ 6999

PAN Registration
TAN Registration
Includes ESI & PF Registration
Inclusive of GST Registration
Free 6 month of TDS Return Filing
Also includes Share Certificate
Free Consultancy from Chartered Accountatnt for 6 months

Active Plan

Documents Required for LLP Registration

Identity and Address Proof

Scanned copy of PAN card or passport (foreign nationals & NRIs)
Scanned copy of voter ID/passport/driving
Scanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill
Scanned passport-sized photograph specimen signature (blank document with signature [directors only)

Registered Office Proof

Scanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill
Scanned copy of notarised rental agreement in English
Scanned copy of no-objection certificate from the property owner
Scanned copy of sale deed/property deed in English (in case of owned property)

What Is Limited Liability Partnership?

A Limited Liability Partnership (LLP) is a business structure that combines the flexibility of a partnership with the benefits of limited liability protection, similar to a corporation. In an LLP, each partner’s liability is limited to their contribution in the business, meaning their personal assets are protected from the company’s debts and liabilities. This structure allows partners to manage the business flexibly while reducing personal financial risk.

Features of Limited Liability Partnership

Perpetual Succession

A limited liability partnership has the benefit of permanent succession, in contrast to a general partnership firm. This implies that the LLP can carry on with business activities even in the event that one or more partners retire, go bankrupt, become mentally incapacitated, or pass away. The LLP is also able to hold property and enter into agreements under its own name.

LLP is a Body of Corporate

An Limited Liability Partnership (LLP) is a corporate entity that is created and registered under the Limited Liability Partnership Act 2008 (LLP Act), as stated in Section 3. It is independent of its partners and a separate legal entity.

Limited Liability

As per Section 26 of the Act, each partner acts as an agent of the LLP for its business operations. But a partner isn’t an agent of another partner. All partners are protected from personal liability because each partner’s liability is limited to their agreed-upon contribution to the limited liability partnership (LLP).

Pre-requisites for Incorporating an LLP

Minimum Number of Partners
Digital Signature Certificate (DSC)
Designated Partner Identification Number (DPIN)
Designated Partner Identification Number (DPIN)
Name Approval
LLP Agreement
Registered Office Address
Capital Contribution
Compliance with FDI Guidelines
Compliance with FDI Guidelines

Drafting and Filing LLP Agreement

Carefully drafting the LLP Agreement to satisfy the partners’ particular needs is the next vital step in the LLP incorporation process. This agreement describes the essential elements of the business and acts as the LLP’s founding document.

LLP Name: The agreement lays out the LLP’s name, making sure it corresponds with the authorized name that was reserved at an earlier phase of the procedure.

Business Goals: The agreement lays out in detail the goals and parameters of the LLP’s business operations.

Place of Business: The LLP’s actual registered office as well as any other locations where it conducts business are recorded.

Profit Sharing Ratio: The agreed-upon profit-sharing ratio is highlighted by the breakdown of profits among partners.

Tax Implications of LLP

Separate Taxable Entity

LLPs are taxed as distinct entities from their partners, akin to corporations.
The LLP independently files tax returns and fulfills tax obligations.
The applicable tax rate is currently 30% plus surcharge and cess.

Pass-Through Taxation

The LLP’s income is not directly taxed in the hands of partners.
However, partners report and pay taxes on their allocated share of LLP profits as per their individual tax brackets.

Deductions and Benefits

LLPs can avail themselves of various deductions and benefits commonly available to companies, including:-

Depreciation on assets
Interest on loans

Business expenses
Research and development costs
Other allowable deductions under the Income Tax Act

Procedure for Alteration

Convene a Partners’ Meeting

Initiate a meeting of all partners to discuss and propose the desired alterations to the LLP agreement.
Ensure proper documentation of the meeting minutes for future reference.

Obtain Required Consent
Refer to the existing LLP agreement to determine the specific approval threshold for alterations.
This may involve a simple majority vote, a supermajority vote, or unanimous consent

Draft and Sign a Resolution
Prepare a detailed resolution outlining the specific changes to be made to the agreement.
All partners who agree to the alterations must sign the resolution.

Await Certificate of Alteration
The ROC will review the documents and, upon approval, issue a Certificate of Alteration.
This certificate serves as legal confirmation of the changes made to the LLP agreement.

Advantages of Limited Liability Partnership

Limited liability protects an LLP’s partners from being held personally responsible for the debts and obligations of the company. In the event that the LLP falls insolvent, their assets are safeguarded.

Pass-through taxation: LLPs are taxed as pass-through entities, which means that the income of the LLP is taxed directly in the hands of the partners. This avoids double taxation when companies distribute their profits to shareholders.

Flexibility: LLPs are relatively flexible regarding their management structure and ownership. The partners can agree on any management structure they choose, and there are no restrictions on transferring ownership interests.

Difference between Partnership and LLP

Important information including the name of the LLP, the addresses and names of its designated and partners, its goals for business, and its registered office address will all be included in the LLP Agreement. It will also contain other important provisions on the ratio of profit sharing, the type of contribution and interest on contribution, and the responsibilities and rights of partners in different situations including admittance, resignation, retirement, cessation, and expulsion. The anticipated company operations and the LLP’s regulations will also be described in the agreement.

Basis	Partnership	LLP
Governing Law	Partnership Act, 1932	limited Liability Partnership Act, 2008
Registration	The Registration of Partnership is not compulsory. However, the unregistered Partnership firm cannot be sued.	The Registration of LLP is compulsory with the Registrar of Companies (ROC).
Liability	Every Partner is liable, jointly for the acts of other partners alone or for all the acts of the firm in the course of partnership.	Under LLP, the liability of partners is limited as per their share of contribution
Legal entity	Partnership firms have no separate legal entity.	The LLP has a separate legal entity.
ITR	No returns are to be filed with the Registrar of Firms.	Under LLP, the liability of partners is limited as per their share of contribution
Enforcement	Partnership Act provisions are different in various states as the enforcement of the act is at the State level.	The annual statement of accounts and annual return has to be filed with ROC.
Can Minor become Partner	Minor can become a partner in Partnership.	In LLP, minors cannot become partners.

FAQ

FAQ for the

Limited Liability Partnership (LLP) Registration.

What is a Limited Liability Partnership (LLP)?

A Limited Liability Partnership (LLP) is a hybrid business structure that combines the benefits of both a partnership and a limited liability company. It allows partners to have limited personal liability while providing flexibility in managing the business.

What are the key advantages of forming an LLP?

Limited Liability Protection: Partners are not personally liable for the debts and liabilities of the LLP beyond their investment in the partnership.

Separate Legal Entity: LLPs are legally distinct from their partners, meaning the LLP can own property, enter contracts, and sue or be sued in its own name.

Flexible Management: Partners can manage the LLP as per the terms of the LLP Agreement, offering flexibility in operation and decision-making.

No Minimum Capital Requirement: There is no minimum capital contribution required to set up an LLP.

How is an LLP different from a traditional partnership?

In a traditional partnership, the partners have unlimited liability, meaning their personal assets can be used to cover business debts. In an LLP, liability is limited to each partner’s contribution to the LLP, protecting their personal assets.

What is the minimum number of partners required to form an LLP?

You need at least two partners to form an LLP. There is no upper limit to the number of partners in an LLP.

How long does the LLP registration process take?

The LLP registration process generally takes 15-20 working days, depending on how quickly the documents are submitted and approved by the Registrar of Companies (ROC).

Do I need a physical office for LLP registration?

Yes, an LLP must have a registered office address in India. This address will be used for official communication and correspondence from government authorities.

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