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Highlights of LLP Act

Prepared by: (Indian LLP Encyclopedia)

• LLP will be Body Corporate
• LLP will be Legal Entity separate from its partners & shall have Perpetual Succession
• Indian Partnership Act, 1932 shall not apply to LLP.
• LLP can only carry business with profit motive
• Multi Disciplinary Professional LLP can be formed
• Any individual or body corporate can be a partner.
• Minimum – 2 Partners.
• Minimum 2 Designated Partners – individuals - one of them shall be Resident in India.

• Every Designated Partners must obtain Designated Partner Identification Number (DPIN)
from the Central Government
• Subscribers to Incorporation Document will be the Partners of LLP and new partners shall
be admitted as per the Provisions of LLP agreement.
• The mutual rights and duties of the partners of LLP and the mutual rights and duties of LLP
and its partners shall be governed by LLP agreement between the partners or between LLP
and its partners.

• In the absence of such agreement relationship of Partners and LLP would be governed as
per Schedule 1 of LLP Act, 2008.
Extent & Limitation of LLP & Partners
• Partner is the agent of the LLP and not of the partners
• LLP is not bound by the acts of partners if the partner has no authority to act for LLP.
• LLP is liable if a partner is liable to any person as a result of wrongful act or omission on
his part in the course of the business of LLP or with its authority.
• Obligations of LLP shall be solely obligation of LLP and not the partners.
• Partner is not personally liable, directly or indirectly for an obligation of the limited liability
partnership whether arising in contract or otherwise.

• Unlimited liability of LLP and Partners in case of fraud.

• Contributions by Partners may be tangible, intangible, movable or immovable.

Financial Disclosures
• Books of Accounts to be maintained at the registered office for such period as may be
• Statement of accounts and Solvency (SAS) to be prepared – within 6 months from each
Financial Year.
• Accounts of LLP must be audited.

• Annual Return – must be filed with ROC within 60 days of closure of its FY
• Partner may lend money to and transact other business with LLP.
• Applicability of Companies Act, 1956 will be directed by CG by notification in Official
• Late filing of documents with ROC – can be filed up to 300 days from the date within which
it should be filed + payment of fees of Rs. 100 for every day of such delay + original filing
• Provisions for dissolving LLP by declaring it defunct.
• Concept of whistle Blower has been introduced.
• Foreign Companies & LLP can reserve their existing name in India for 3 years.

• FDI & Taxation guidelines for LLP are yet to be issued

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