Compliances-Procedural

Changes to Limited Liability Partnership (LLP) Agreement

Change in LLP Agreement, Preparation of Supplementary Agreement, submission of forms, including Government Fees*

Complete By* : 26 May, 2024

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Submission of Forms*

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Drafting of Supplementary LLP Agreement

Printable copy of Supplementary LLP Agreement

Filling of Forms

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Conceptual understanding of LLP Agreement

 

Section 2(o) of The Limited Liability Partnership Act, 2008 defines ‘limited liability partnership agreement’ to  mean any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership.

 

Thus, the mutual rights and duties of partners inter se and those of the LLP and its partners which are governed by the agreement between partners or between the LLP and the partners is known as “LLP Agreement”.

 

As per provisions of the LLP Act, in the absence of agreement as to any matter, the mutual rights and liabilities shall be as provided for under Schedule I to the Act. Therefore, in case any LLP proposes to exclude provisions/requirements of Schedule I to the Act, it would have to enter into an LLP Agreement, specifically excluding applicability of any or all paragraphs of Schedule I.

 

Documents Required

Original LLP Agreement

All supplementary agreements filed

List of Changes to be incorporated

Supporting documents for each change

Latest Financial statement

* (All documents in Pdf scanned. Image file in jpeg format)

* (All documents to be Self Attested and signed on each page)

Compliances-Procedural

Changes to Limited Liability Partnership (LLP) Agreement

Change in LLP Agreement, Preparation of Supplementary Agreement, submission of forms, including Government Fees*

Steps for modification of LLP Agreement

Collect information and documents

Draft the Supplementary Agreement

Iteration, if any

Get the Agreement signed and notarised

Filling and submission of requisite forms

Resubmission, if any

Important features of

Limited Limited Partnership

The Ministry of Corporate Affairs- a Central government Ministry is primarily concerned with administration of the Companies Act 2013, the Companies Act 1956, the Limited Liability Partnership Act, 2008 & other allied Acts and rules & regulations framed thereunder, mainly for regulating the functioning of the corporate sector in accordance with law.

Separate Legal Entity

The LLP has a distinct identity of a legal juristic person with it own PAN. It is separate from its partners.

Perpetual

A limited liability partnership shall have perpetual succession.

Liability

The word ‘limited’ is used to convey the message to public at large that the liability of the LLP and it Partners, is limited- Any change in the partners of limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorised actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity

Funding

Owned funds. Debt funds can be managed. For startups, Investors do not like to invest in this type of business entity, as investing at various valuation points is difficult.

LLP across the world

India is poised at a juncture where service, retail, trade, manufacturing- all these sectors will be seeing exponential growth. In view of all this, the LLP framework could be used for many enterprises, such as:-

Persons providing services of any kind

Enterprises in new knowledge and technology based fields where the corporate form is not suited.

For professionals such as Chartered Accountants (CAs), Cost and Works Accountants (CWAs), Company Secretaries (CSs) and Advocates, etc.

Venture capital funds where risk capital combines with knowledge and expertise

Professionals and enterprises engaged in any scientific, technical or artistic discipline, for any activity relating to research production, design and provision of services.

Small Sector Enterprises (including Micro, Small and Medium Enterprises)

Producer Companies in Handloom, Handicrafts sector

 

Contd…

 

Contd…

 

Entities which have objectives like “charitable or other not for profit objectives” will not be able to set up an LLP as the essential requirement for incorporation of an LLP is ‘carrying on a lawful business with a view to profit’.

 

World view and Indian LLP laws

The LLP structure is available in countries like the United Kingdom (UK), United States of America (USA), various Gulf countries, Australia and Singapore. 

 

The desirability of LLP form has been expressed as being immensely beneficial to the MSME sector by :-

• Bhat Committee (1972);

• Naik Committee (1992);

• Expert Committee on Development of Small Sector Enterprises headed by Sh. Abid Hussain in 1997 and

• Study Group on Development of Small Sector Enterprises (SSEs) headed by Dr. S P Gupta (2001).

 

The following Committees set up by the Ministry of Company Affairs (MCA) have also recommended for legislation on LLPs:-

• Committee on Regulation of Private Companies and Partnerships headed by Sh. Naresh Chandra (2003)

• The Committee on New Company Law (Dr. J.J. Irani Committee) (2005)

 

On the advice of experts who have studied LLP legislations in various countries, the Indian Limited Liability Partnership Act, 2008 is based on the UK LLP Act, 2000 and Singapore LLP Act, 2005. 

 

The Ministry of Corporate Affairs- a Central government Ministry is primarily concerned with administration of the Companies Act 2013, the Companies Act 1956, the Limited Liability Partnership Act, 2008 & other allied Acts and rules & regulations framed thereunder, mainly for regulating the functioning of the corporate sector in accordance with law.

 

Limited Liability Partnership Agreement

Limited Liability Partnership Agreement means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership.

 

Basic content of an LLP Agreement:

Name of LLP

Registered Office

Partners

Designated Partners

Object of LLP

Contribution of partners

Profit sharing of Partners

Provisions relating to partners

Provisions relating to designated partners

Daily working of LLP

Auditors and Accounts

Miscellaneous provisions 

Winding up

 

Advantages of registration of Limited Liability Partnership (LLP) in India

With company structure like Private Limited Company and Public Limited Company or Partnership form, why should you go with a Limited Liability Partnership registration in India? LLP is easier to set up with lesser compliance and simple day to day operations. Among the various advantages of incorporation of Limited Liability Partnership (LLP) in India, few of them are :

 

Lesser cost of incorporation

In comparison to incorporation of Private limited company, Limited Liability Partnership (LLP) in India is not only easier to setup, but also cost effective. Not only is the cost of incorporation lesser but also the cost of compliance is also significantly low.

 

No minimum Capital requirements

In an LLP, there is absolutely no requirement for minimum capital. The contribution of any partner towards the capital of the LLP may also include and tangible or intangible, movable or immovable property.

 

No limit on Number of Partners

While minimum 2 partners are required to form a Limited Liability Partnership (LLP) in India, there is absolutely no limit on the maximum number of partners.

 

Tax Audit Requirements

Unlike Companies, be it Private Limited or Public Limited, where the audit is mandatory irrespective of capital requirements, in Limited Liability Partnership (LLP), such requirement starts only with capital contributions exceeding Rs.25 lakhs or annual turnover exceeding Rs.40 lakhs.

 

Income tax

LLP, for the purpose of taxation, is just like a partnership firm. It is required to pay Income Tax at the rate of 30% instead of Corporate Tax Rate of 25%. Moreover, interest paid to partner (not more than 12%), salary or bonus or commission for the actual work done by working partner is allowed for deduction from the profits.

 

Annual Compliance

Similar to other company structures, LLP also need to complete annual compliance that includes Income Tax Returns and Financial Statements and Annual Return filings at the end of each year. Penalties upto Rs.100/- per day are applicable in case of any delay in filing these returns.

 

No Equity shareholding 

A Limited liability partnership or LLP cannot sell-off its to any other person or company. Thus funding avenues like venture capital or private equity capital may not be used in this case. However LLP may always raise capital from existing or new partners or from bank through loans.

 

Limited Liability

Limited Liability Partnership or LLP is superior to a Partnership in terms of limiting the liabilities of the partners. It frees the partners of the fear of being responsible for someone else’s misconduct.

 

 

 

Change to the Registered Office of LLP

As per Section 13 of the LLp Act, 2008 a limited liability partnership may change the place of its registered office and file the notice of such change with the Registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.

 

Address of the Registered Office of the Limited Liability Partnership

The Registered Office of an LLP refers to the principal business address and the official correspondence address. The address of the Registered Office will be used on all official communications of the LLP. Unlike a Company which at the time of incorporation has the option to give either the registered office address or a correspondence address, an LLP has to mandatorily provide required documents of address proof for registered office, at the time of registering a new LLP

 

It has been provided in the Act that a document may be served on a LLP or a partner or designated partner by sending it by post or by any other mode (to be prescribed under Rules) at the registered office and any other address specifically declared by the LLP for the purpose in such form and manner as may be prescribed (in the rules). Thus, an LLP shall have the option to declare one more address (other than the registered office) for getting statutory notices/letters etc. from the Registrar of Companies.

Change from one State to another State:

The limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place.

 

Provided that where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors.

 

For the purposes of sub-section (3) of section 13, notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of complying with the requirements of sub-rule (1), in case of change of registered office within the same state, and within 30 days of complying with sub-rule (4) in case of change of registered office from one state to another state, along with fee mentioned in Annexure A.

 

(3) Where there is any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar.

 

(4) Where the change in place of registered office is from one state to another state, the limited liability partnership shall publish a general notice, not less than 21 days before filing any notice with Registrar, in a daily newspaper published in English and in the principal language of the district in which the registered office of the limited liability partnership is situated and circulating in that district giving notice of change of registered office.

 

(5) Where the change in place of registered office is from one place to another place within the state from the jurisdiction of one Registrar to the jurisdiction of another Registrar or from one state to another state, the limited liability partnership shall file the notice in Form 15 with the Registrar from where the limited liability partnership proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.

 

Change of Name of Limited Liability Partnership (LLP)

 

Resemblance of name through inadvertence or otherwise

If through inadvertence or otherwise, a limited liability partnership, on its first registration or on its registration by a new body corporate, its registered name, is registered by a name which is identical with or too nearly resembles to—

 

(a) that of any other limited liability partnership or a company; or

 

(b) a registered trade mark of a proprietor under the Trade Marks Act, 1999,as is likely to be mistaken for it, 

 

then on an application of such limited liability partnership or proprietor referred to in points (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction:

 

An application of the proprietor of the registered trademarks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act.

 

The limited liability partnership changes its name or obtains a new name as above,, it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement.

 

If the limited liability partnership is in default in complying with any direction given as above, the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter. Provided that a limited liability partnership may subsequently changing its name in accordance with the provisions of section 16.

 

Voluntary Change of name 

Any limited liability partnership may change its name registered with the Registrar by filing with him a notice of such change in such form and manner and on payment of such fees as per Annexure A.

 

The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.

 

Notice of change of name shall be given to the Registrar in Form 5, within 30 days of complying with requirement of sub-rule (1), along with a fee as mentioned in Annexure A. The Registrar on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of incorporation in the new name and the changed name shall be effective from the date of such certificate.

 

Important points applying for reservation of name of an LLP:

Every limited liability partnership shall have either the words limited liability partnership or the acronym LLP as the last words of its name. No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is

  • undesirable; or
  • identical or too nearly resembles that of any other limited liability partnership or a company or a registered trademark of any other person under the Trade Marks Act, 1999.

 

Name of LLP can be reserved for a period of 3 months from the date of intimation by the Registrar. However, Foreign LLP/Companies have an option to reserve their existing names, under which they are operating outside India, for a period of 3 years in India, which can be further renewed on application.

 

It is important to be very careful while applying for reservation of name of an LLP, as  there can be rejection of name approval application in the following cases if:

  1. the name is one prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950.
  2. it includes any word or words which are offensive to any section of the people;
  3. the proposed name is the exact Hindi or English translation of the name of an existing limited liability partnership in English or Hindi, as the case may be;
  4. the proposed name has a close phonetic resemblance to the name of a LLP in existence, for example, J.K. LLP., Jay Kay LLP;
  5. it includes the word Co-operative, Sahakari or the equivalent of word "co-operative" in the regional languages of the country;
  6. it connotes the participation or patronage of the Central or State Government, unless circumstances justify to, e.g., a name may be deemed undesirable in certain context if it includes any of the words such as National, Union, Central, Federal, Republic, President, Rashtrapati, etc;
  7. the proposed name contains the words "British India";
  8. the proposed name implies association or connection with any Embassy or Consulate or of a foreign Government which suggests connection with local authorities such as Municipal, Panchayat, Zila Parishad or any other body connected with the Union or State Government;
  9. it is different from the name or names of the existing limited liability partnership only to the extent of having the name of a place within brackets before the word "limited liability partnership", for example, Indian Press (Delhi) LLP should not be allowed in view of the existence of the LLP named Indian Press LLP;

Provided that the name shall be reserved, in case the "No Objection Certificate" is granted by the registered Limited Liability Partnership of company, as the case may be.

  1. it includes name of registered Trade mark, unless the consent of the owner of the trade mark has been produced;
  2. the proposed name is identical with or too nearly resembles the name of any other limited liability partnership or a company
  3. it is identical with or too nearly resembles the name of the limited liability partnership or a company in liquidation or it is identical with or too nearly resembles names of the LLP or a company which is struck off, up to the period of 5 years;
  4. it includes words like ‘Bank’, ‘Insurance’, and ‘Banking’, ‘Venture capital’ or ‘mutual fund’ or business activity includes the words like ‘Bank’, ‘Insurance’, and ‘Venture capital’ or ‘mutual fund’ or such similar names without the approval of regulatory authority:

Provided that the approval of regulatory authority shall be obtained at the time of application for incorporation or change of name of an existing Limited Liability Partnership, as the case may be.

  1. the proposed name includes words like French, British, German, etc., unless the partners satisfy that there is some form of collaboration and connection with the foreigners of that particular country or place, the name of which is incorporated in the name;
  2. the proposed name of limited liability partnership includes the words Company Secretary, Chartered Account, advocates or such similar words as indicative of a profession, as part of the proposed name, the same shall be allowed only after obtaining approval from the Council governing such profession or such authority as may be nominated by the Central Government, in this behalf.

Provided that the approval of the council governing the profession shall be obtained at the time of application for incorporation or change of name of an existing Limited Liability Partnership, as the case may be.

 

Name reservation by Foreign LLP

A foreign LLP or a foreign company can  apply to the Registrar for reserving its existing name by which it is registered in the country of its regulation or incorporation. Generally,such reservation is valid for three years but may be renewed on a fresh application along with payment of requisite fees.


 

How to apply for Company Name Reservation and pertinent information

2 names can be applied for in RUN along with applicable industry/business activity. Select the NIC activity (2 digit) as applicable to the Company under incorporation. The meaning of the name has to be given. If name in regional language or any other language, then complete explanation for the name required. It has to be checked that the desired name does not trigger any name under the trademark check or with an existing company name.

 

Sometimes, clarifications are required to be given against specific queries raised by the MCA. If the name is not approved in the first instance, then it can be resubmitted only one more time with more names. 

 

Initially,shall be valid for a period of 3 months from the date of approval. If the proposed LLP is not incorporated within such period, the name shall lapse and will be available for other applicant/ LLP.

 

 

Changes to Partners and Designated Partners

For the purposes of section 23(3), every limited liability partnership shall get the limited liability partnership agreement, rectified by all the partners immediately after incorporation and shall file information contained therein in Form 3 with the Registrar within thirty days of the incorporation of the limited liability partnership alongwith the fee as provided in Annexure A to the LLP Act, 2008

 

Any change made in the limited liability partnership agreement shall be filed in Form 3 within thirty days of such change alongwith the fee as provided in Annexure A to the LLP Act, 2008.

 

Every partner shall inform the limited liability partnership of any change in his name or address within a period of fifteen days of such change.

Every partner shall intimate change in his name or address to the limited liability partnership in Form 6.

 

A limited liability partnership shall

(a) where a person becomes or ceases to be a partner, file a notice with the Registrar within thirty days from the date he becomes or ceases to be a partner; and

(b) where there is any change in the name or address of a partner, file a notice with the Registrar within thirty days of such change.

The limited liability partnership shall file with the Registrar, a notice in Form 4 alongwith

(a)such fees as may be prescribed;

(b) shall be signed by the designated partner of the limited liability partnership and authenticated in a manner as may be prescribed; and

(c) if it relates to an incoming partner, shall contain a statement by such partner that he consents to becoming a partner, signed by him and authenticated in the manner as may be prescribed.

(d) The form shall be accompanied by a certificate from a Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice that he has verified the particulars from the books and records of the limited liability partnership and found them to be true and correct.

 

Penalty for contravention

If the limited liability partnership contravenes the provisions of section 25(2), the limited liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees. If the contravention referred to in section 25(1) is made by any partner of the limited liability partnership, such partner shall be liable to a penalty of ten thousand rupees.

 

 

 

Partners of LLP

Minimum and maximum number of partners in an LLP?

A minimum of two partners will be required for formation of an LLP. There is no limit to the maximum number of partners. A Body corporate can become a partner of an LLP. An HUF cannot be a partner (a Karta cannot be a partner as it is not a ’body corporate’).

Any individual or body corporate may be a partner in a LLP. However an individual shall not be capable of becoming a partner of a LLP, if—

(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;

(b) he is an undischarged insolvent; or

(c) he has applied to be adjudicated as an insolvent and his application is pending.

 

Designated Partners

Minimum 2 (two) “Designated Partners” have to be appointed and maintained throughout the existence of an  LLP. “Designated Partners” shall also be accountable for regulatory and legal compliances, besides their liability as ‘partners, per-se”.

Designated Partners shall be individuals and at least one of the Designated Partner shall be a resident of India. In case of a LLP, in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such LLP or nominees of such bodies corporate shall act as Designated Partners.

Every Designated Partner has to obtain a “Designated Partner’s Identification Number” (DPIN) similar to “Director’s Identification Number” (DIN). 

 

Should number of designated partners resident in India be more than partners from outside India

LLPs, particularly those engaged in the services or technology-based sectors provide services globally. This may require any number of its partners to be located abroad. In view of the liability structure of partners, designated partners and LLP, clearly provided for in the Act, there does not appear to be any necessity and justification for restriction relating to designated partners resident in India to out-number partners located abroad. 

 

Application for DPIN

An individual who wishes to be appointed as designated partner but does not have a DPIN or DIN, application for allotment of DPIN will be made in Form FiLLiP. Application for allotment of DPIN shall not be made by more than 5 (five) individuals in Form FiLLiP

Who is an NRI?

As per RBI- A ‘Non-resident Indian’ (NRI) is a person resident outside India who is a citizen of India.

 

As per Income Tax Act, 1961 "non-resident" means a person who is not a "resident", and for the purposes of sections 92, 93 and 168, includes a person who is not ordinarily resident within the meaning of clause (6) of section 6 ;

 

The word “person" includes—

(i) an individual,

(ii) a Hindu undivided family,

(iii) a company,

(iv) a firm,

(v) an association of persons or a body of individuals, whether incorporated or not,

(vi) a local authority, and

(vii) every artificial juridical person, not falling within any of the preceding sub-clauses.

 

Explanation.—For the purposes of this clause, an association of persons or a body of individuals or a local authority or an artificial juridical person shall be deemed to be a person, whether or not such person or body or authority or juridical person was formed or established or incorporated with the object of deriving income, profits or gains;

 

How to determine that an Individual is NRI?

'Non-resident Indian' is an individual who is a citizen of India or a person of Indian origin and who is not a resident of India. Thus, in order to determine whether an Individual is a non-resident Indian or not, his residential status is required to be determined under Section 6. As per section 6 of the Income-tax Act, an individual is said to be non-resident in India if he is not a resident in India and an individual is deemed to be resident in India in any previous year if he satisfies any of the following conditions:

 1.  If he is in India for a period of 182 days or more during the previous year; or

 2.  If he is in India for a period of 60 days or more during the previous year and 365 days or more during 4 years immediately preceding the previous year.

However, in respect of an Indian citizen and a person of Indian origin who visits India during the year, the period of 60 days as mentioned in (2) above shall be substituted with 182 days. The similar concession is provided to the Indian citizen who leaves India in any previous year as a crew member or for the purpose of employment outside India.

 

The Finance Act, 2020, w.e.f., Assessment Year 2021-22 has amended the above exception to provide that the period of 60 days as mentioned in (2) above shall be substituted with 120 days, if an Indian citizen or a person of Indian origin whose total income, other than income from foreign sources, exceeds Rs. 15 lakhs during the previous year. Income from foreign sources means income which accrues or arises outside India (except income derived from a business controlled in or a profession set up in India).

 

An Indian citizen shall be deemed to be resident in India only if his total income, other than income from foreign sources, exceeds Rs. 15 lakhs during the previous year. For this provision, income from foreign sources means income which accrues or arises outside India (except income derived from a business controlled in or a profession set up in India).

 

However, such individual shall be deemed to be Indian resident only when he is not liable to tax in any country or jurisdiction by reason of his domicile or residence or any other criteria of similar nature.

 

Thus, from Assessment Year 2021-22, an Indian Citizen earning total income in excess of Rs. 15 lakhs (other than from foreign sources) shall be deemed to be resident in India if he is not liable to pay tax in any country.

 

A person shall be deemed to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in undivided India.

6. For the purposes of this Act,—

 

(1) An individual is said to be resident in India in any previous year, if he—

 

(a) is in India in that year for a period or periods amounting in all to one hundred and eighty-two days or more ; or

 

(b) [***]

 

(c) having within the four years preceding that year been in India for a period or periods amounting in all to three hundred and sixty-five days or more, is in India for a period or periods amounting in all to sixty days or more in that year.

 

Explanation 1.—In the case of an individual,—

 

(a) being a citizen of India, who leaves India in any previous year as a member of the crew of an Indian ship as defined in clause (18) of section 3 of the Merchant Shipping Act, 1958 (44 of 1958), or for the purposes of employment outside India, the provisions of sub-clause (c) shall apply in relation to that year as if for the words "sixty days", occurring therein, the words "one hundred and eighty-two days" had been substituted ;

 

(b) being a citizen of India, or a person of Indian origin within the meaning of Explanation to clause (e) of section 115C, who, being outside India, comes on a visit to India in any previous year, the provisions of sub-clause (c) shall apply in relation to that year as if for the words "sixty days", occurring therein, the words "one hundred and eighty-two days" had been substituted 30[and in case of 31[such person] having total income, other than the income from foreign sources, exceeding fifteen lakh rupees during the previous year, for the words "sixty days" occurring therein, the words "one hundred and twenty days" had been substituted.]

 

Explanation 2.—For the purposes of this clause, in the case of an individual, being a citizen of India and a member of the crew of a foreign bound ship leaving India, the period or periods of stay in India shall, in respect of such voyage, be determined in the manner and subject to such conditions as may be prescribed.32

 

33[(1A) Notwithstanding anything contained in clause (1), an individual, being a citizen of India, having total income, other than the income from foreign sources, exceeding fifteen lakh rupees during the previous year shall be deemed to be resident in India in that previous year, if he is not liable to tax in any other country or territory by reason of his domicile or residence or any other criteria of similar nature.]

 

A Hindu undivided family, firm or other association of persons is said to be resident in India in any previous year in every case except where during that year the control and management of its affairs is situated wholly outside India.

 

 A company is said to be a resident in India in any previous year, if—

 (i) it is an Indian company; or

(ii) its place of effective management, in that year, is in India.

Explanation- For the purposes of this clause "place of effective management" means a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are, in substance made.

 

Every other person is said to be resident in India in any previous year in every case, except where during that year the control and management of his affairs is situated wholly outside India.

 

NOT ORDINARILY RESIDENT

 A person is said to be "not ordinarily resident" in India in any previous year if such person is—

 

(a) an individual who has been a non-resident in India in nine out of the ten previous years preceding that year, or has during the seven previous years preceding that year been in India for a period of, or periods amounting in all to, seven hundred and twenty-nine days or less; or

 

(b) a Hindu undivided family whose manager has been a non-resident in India in nine out of the ten previous years preceding that year, or has during the seven previous years preceding that year been in India for a period of, or periods amounting in all to, seven hundred and twenty-nine days or less 35[; or

 

(c) a citizen of India, or a person of Indian origin, having total income, other than the income from foreign sources, exceeding fifteen lakh rupees during the previous year, as referred to in clause (b) of Explanation1 to clause (1), who has been in India for a period or periods amounting in all to one hundred and twenty days or more but less than one hundred and eighty-two days; or

 

(d) a citizen of India who is deemed to be resident in India under clause (1A).

 

Explanation- For the purposes of this section, the expression "income from foreign sources" means income which accrues or arises outside India (except income derived from a business controlled in or a profession set up in India) and which is not deemed to accrue or arise in India.


 

Procedure for attestation of documents:

 

In case, the Designated partner is residing outside India, then the attached supporting documents should be attested as follows:

A.

Proof of Identity-Passport/PAN Card

Authority of attestation

 

For Indian National (Non-Resident)-who is residing in country which is part of Commonwealth countries

Attested by India Embassy

 

For Indian National (Non-Resident)-who is residing in country which is part of Hague countries

Attested by India Embassy

 

For Indian National (Non-Resident)-who is residing in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961

Attested by India Embassy

     

B

Proof of Address for Indian Citizen (RI or NRI)

Authority of attestation

 

For Indian National (Non-Resident)-Permanent address in India

Any professional CA/CS or CMA (Practising)

 

For Indian National (Non-Resident)-Present address at overseas - which is a country under CommonWealth countries

Notarised by Public Notary

 

For Indian National (Non-Resident)-Present address at overseas - which is a country under hague Convention

1. Notarised by the Public Notary of that foreign country; and

2. Apostilled by the competent authority of that foreign country

 

For Indian National (Non-Resident) - Present address at overseas - -who is residing in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961

1. Notarised before the Notary (Public) of such country; and

2. The certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer



 

In case, the Designated Partner is a foreign national, then the attached supporting documents should be attested as follows:

A.

Proof of Identity-Passport

Authority of attestation

 

For Foreign National residing in his own country which is under Hague Convention

1. Notarised by the Public Notary of that foreign country; and

2. Apostilled by the competent authority of that foreign country

 

For Foreign National residing outside his country and that country where he resides is under Hague Convention

Option A- Notarised by the Public Notary of that foreign country; and

Apostilled by the competent authority of that foreign country

Or

Option B - Attested by Embassy of his country of origin at place where he resides

 

For Foreign National residing in his own country which is under commonwealth country

Notarised by the Public Notary

 

For Foreign National residing outside his country and that country where he resides is under commonwealth country

Option A- Notarised by the Public Notary of that foreign country;

Or

Option B - Attested by Embassy of his country of origin at place where he resides

     

B.

Proof of Address (Foreign National)

Authority of attestation

 

For Foreign National residing in his own country which is under Hague Convention

1. Notarised by the Public Notary of that foreign country; and

2. Apostilled by the competent authority of that foreign country

 

For Foreign National residing outside his country and that country where he resides is under Hague Convention

Option A- Notarised by the Public Notary of that foreign country; and

Apostilled by the competent authority of that foreign country

Or

Option B - Attested by Embassy of his country of origin at place where he resides

 

For Foreign National residing in his own country which is under commonwealth country

Notarised by the Public Notary

 

For Foreign National residing outside his country and that country where he resides is under commonwealth country

Option A- Notarised by the Public Notary of that foreign country;

Or

Option B - Attested by Embassy of his country of origin at place where he resides

 

For Foreign National who is from a country which is outside the Commonwealth and also not a party to the Hague Apostille Convention, 1961

1. Notarised before the Notary (Public) of such country; and

2. The certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer


 

http://thecommonwealth.org/member-countries

http://www.internationalapostille.com/hague-apostille-member-countries/

 

ANNEXURE ‘A’

For registration of Limited Liability Partnership including conversion of a firm or a private company or an unlisted public company into Limited Liability Partnership:-

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh

Rs. 500

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs

Rs. 2,000

(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs

Rs. 4,000

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakhs but does not exceed Rs. 25 lakhs

Rs. 5,000

(e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore

Rs. 10,000

(f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore

Rs. 25,000

 

2. The difference between the fees payable on the increased slab of contribution and the fees paid on the preceding slab of contribution shall be paid through Form 3.

 

3. For Filing, registering, or recording any document, form, statement, notice, Statement of Accounts and Solvency, annual return and an application alongwith the Statement for conversion of a firm or a private company or an unlisted public company into LLP by the Act or by these rules required or authorised to be filed, registered or recorded:

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh

Rs. 50

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs

Rs. 100

(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs

Rs. 150

(d) Limited Liability Partnership whose contribution exceeds Rs.10 lakhs but does not exceed Rs. 25 lakhs

Rs. 200

(e) Limited Liability Partnership whose contribution exceeds Rs. 25 lakhs but does not exceed Rs. 1 Crore

Rs. 400

(f) Limited Liability Partnership whose contribution exceeds Rs. 1 Crore

Rs. 600

 

4. Fee for filing, registering, or recording notice of appointment, cessation, change in name, address, designation of a partner or designated partner, intimation of Designated Partner Identification Number and consent to become a partner or designated partner in LLP Form No. 4:

For Small LLPs

Rs. 50

For Other than Small LLPs

Rs. 150

 

5. (1) Fee for any application other than application for conversion of a firm or a private company or an unlisted public company into LLP shall be as under :-

Sl. No.

Application

Small LLPs (in rupees)

Other than Small LLPs (in rupees)

(a)

For reservation of name under section 16 of the Act

Rs. 200

Rs. 200

(b)

For direction to change the name under section 17 of the Act

Rs. 5,000

Rs. 5,000

(c)

For striking off name of defunct Limited Liability Partnership under rule 37

Rs. 500

Rs. 1,000

 

(2) Fee for an application under rule 18 (3):

(a)

Application for reservation of name under Rule 18(3)

Rs. 10,000

(b)

Application for renewal of name under Rule 18(3)

Rs. 5,000

 

6. Fee for inspection of documents or for obtaining certified copy thereof shall be as under :-

(a) For inspection of documents of an LLP under section 36

Rs. 50

(b) For copy or extract of any document under section 36 to be certified by Registrar

Rs. 5/- per page or fractional part thereof

 

7. Fee for filing any form or a Statement of Account and Solvency or a notice or a document by foreign limited liability partnership

(a) For filing a document under rule 34(1)

Rs. 5,000

(b) Any other form or Statement of Account and Solvency or notice or document

Rs. 1,000

 

8. Following Table of additional fee shall be applicable for delay in filing of forms.

Sl. No.

Period of delays

Small LLPs

Other than Small LLPs

(a)

Upto 15 days

One time

One time

(b)

More than 15 days and upto 30 days

2 times of normal filing fees

4 times of normal filing fees

(c)

More than 30 days and upto 60 days

4 times of normal filing fees

8 times of normal filing fees

(d)

More than 60 days and upto 90 days

6 times of normal filing fees

12 times of normal filing fees

(e)

More than 90 days and upto 180 days

10 times of normal filing fees

20 times of normal filing fees

(f)

More than 180 days and upto 360 days

15 times of normal filing fees

30 times of normal filing fees

(g)

Beyond 360 days

25 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 15 times normal filing fees plus Rs. 10 per day for every day delay beyond 360 days

50 times of normal filing fees for forms other than Form 8 and Form 11. For Form 8 and Form 11, 30 times normal filing fees plus Rs. 20 per day for every day delay beyond 360 days.

Documents required for DIN- Indian Designated Partner

(All documents in Pdf scanned. Image file in jpeg format)

(All documents to be Self Attested and signed on each page) 

 

1. Passport size photograph 

2. List of interest in other Company(ies), LLP(s), Partnership(s), Sole Proprietorship(s) giving Name of entity, registration No., Designation, etc.

3. Proof Of Identity (any one) (Name that matches with PAN)

Voter's Identity Card or

Passport or

Driving License

4. Residential Proof (any one)(Name that matches with PAN)

Bank statement or

Electricity Bill or

Telephone Bill or

Mobile Bill

(Should be in name of individual director) (Should not be older than 2 months)

 

Documents required for DIN- NRI Designated Partner

1. Passport size photograph 

2. Verified and attested copy of Passport if the Director has passport

3. List of interest in other Company(ies), LLP(s), Partnership(s), Sole Proprietorship(s) giving Name of entity, registration No., Designation, etc.

4. Residential address proof for permanent address : (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill

Aadhaar

5. Residential address proof for present residential address: (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill 

Aadhaar


 

Documents required for DIN- Foreign Designated Partner

(All documents in Pdf scanned. Image file in jpeg format)

(All documents to be Self Attested and signed on each page) 

1. Passport size photograph 

2. Verified and attested copy of Passport if the Director has passport

3. List of interest in other Company(ies), LLP(s), Partnership(s), Sole Proprietorship(s) giving Name of entity, registration No., Designation, etc.

4. Residential address proof for permanent address : (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill

Aadhaar

5. Residential address proof for present residential address: (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill 

Aadhaar

 

Documents required for Individual Partner (Indian, NRI or Foreign Resident)

Mandatory:

PAN Card 

Aadhaar Card

Passport photo

Declaration from the foreign partner(s) in respect of not having PAN

 

Any one of the following:

Passport

Voter Id

Driving License

 

Any one of the following:

Bank Statement

Electricity Bill

Telephone Bill

Mobile Bill


 

Documents required for Non Individual Partner alongwith the above documents 

 

Mandatory:

Certificate of Incorporation or such proof

MoA and AoA of the Company subscriber

Board Resolution from the Company authorising such investment

If Partner is a foreign Company, then Declaration from the foreign subscriber(s) in respect of not having PAN, and

 

Any one of the following:

Bank Statement

Electricity Bill

Telephone Bill

Mobile Bill


 

For Registered Office premises

 

Mandatory- any one

Rent agreement

Lease Agreement

Ownership deed


 

Mandatory

NOC from Landlord

 

Mandatory- Any one utility bill in name of owner (not older than 2 months)

Electricity Bill

Telephone Bill

Water Bill

Municipal Charges bill