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Registration Creation
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Partnership is not a legal entity separate from its partners, while LLP is a legal entity separate from its partners. Firm is governed under Indian Partnership Act 1932, while LLP is governed under Limited Liability Partnership Act 2008. Liability of the partner is unlimited under Indian Partnership Act while in the case of LLP , the liability of the partner is limited to the extent of their capital contribution/ commitment. A partnership firm does not have perpetual succession but in the LLP act 2008, A LLP has perpetual succession.
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In case of partnership the property of the firm belongs to partners who are collectively entitled to it but in case of an LLP the property belongs to the LLP and not to the partners individually.
Maximum no. of partners are specified under the Indian Partnership Act, 1932 but there are no bar for maximum no. of partners under Limited Liability Partnership Act 2008.
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A company must have a common seal but in case of LLP its optional.
Disclosures are required where directors are interested in any contracts in case of company , No requirement of disclosure in contracts where partners are interested, unless specified in LLP agreement. Minimum paid up capital of Rs.1 lac for incorporation of Pvt. Co. and Rs. 5 lacs for incorporation of Public company is required, but no such requirement of minimum capital in Limited Liability partnership.
The mutual rights and duties of partners inter se and those of the LLP and its partner shall be governed by the agreement between partners or between the LLP and the partners. This Agreement would be known as LLP Agreement. As per the provisions of the LLP Act, in absence of any LLP agreement ,the mutual rights and duties shall be as provided for under Schedule I of the Act. Therefore, in case any LLP propose to exclude provisions/requirement of Schedule I to the Act, it would have to enter into an LLP Agreement, specifically excluding applicability of any or all paragraph of Schedule I
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Accounting Practices
1. The Limited Liability Partnership will be required to maintain such proper books of accounts as may be prescribed relating to its affairs for each year of its existence according to prescribed accounting principles and shall maintain the same at its registered office for such period as may be prescribed. Every LLP shall be required to prepare a Statement of Account and Solvency within a period of 6 months from the closure of each financial year, and the same shall be signed by the designated partners and will be filed to the ROCLLP within prescribed time and fee. The accounts to be audited annually in case LLPs having turnover more than Rs.40 lacs or contribution exceeds Rs. 25 lacs in any financial year. Every LLP will be required to file an annual return duly authenticated with the registrar within 60 days of the closure of its financial year in prescribed manner and fee.
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The LLP Act contain enabling provision pursuant to which a Firm, Private company or unlisted public company would be able to convert themselves into LLPs. Provision of clause 58 and Schedule II to Schedule IV to the Act provide procedure in this regard. LLP would not be allowed to convert itself into company under LLP Act. However, enabling provisions would be required to be made in the Companies Act for such conversion. Necessary action in this regard would be taken when Companies Act would be revised.