Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) is a hybrid form of ‘Partnership’ entity which incorporates the ‘limited liability’ benefit of a Company along with reduced compliance obligations, relatively less complex structure and flexibility of a ‘Partnership’ (subject to the Indian Partnership Act 1932) entity in general.

MinusTax’ legal, Taxation, Revenue and Company law professionals via the e-medium (i.e. email, skype, whatsapp etc) provide the complete spectrum of services that include —

  • Incorporation/Registration of LLP
  • Strategic legal, advisory, registration/incorporation, compliance services
  • Drafting essential legal documents/agreements/applications
  • e-Filing documents/information/applications and LLP eForms
  • Professionally drafting and filing a (Show Cause) Notice reply/objections before the relevant authority
  • Drafting and filing legal appeal petition before the NCLT/NCLAT
  • Legal representation and litigation support before the relevant Companies Act and Economic/Criminal offences Authorities (Special Courts/MM/NCLT/NCLAT/High Court) (option)
  • Drafting and filing a Writ Petition (where appropriate) and legal representation before the jurisdictional High Court (in its Writ jurisdiction)


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LLPs are governed by the principal legislation, the Limited Liability Partnership Act 2008 (the Act) and are subject to the administrative and regulatory control of the Ministry of Corporate Affairs (MCA). Every LLP is required to have either the words “limited liability partnership” or the acronym “LLP” as the last words of its name.


Essential Features and LLP Incorporation

  • LLP is a ‘body corporate’ formed and incorporated under the Act and is a legal entity separate from that of its partners.
  • Every LLP is required to have at least 2 partners (including 2 ‘designated’ partners) (see below) and no maximum limit of such partners.
  • With ‘perpetual succession’, any change in the partners of a LLP shall not affect the existence, rights or liabilities of the concerned LLP.
  • Non-applicability of the Indian Partnership Act 1932 unless otherwise provided.
  • Every partner of a LLP is its ‘agent’ for the purpose of the LLP business, but not of the other partners.

The founding or constitutional document of every LLP is a “Limited Liability Partnership (LLP) Agreement“, which means a written agreement between the partners of the LLP or between the LLP and its partners, which determines the mutual rights and duties of the partners and their rights and duties in relation to the concerned LLP.

In the absence of an agreement as to any matter, the said mutual rights and duties of the partners inter se and the mutual rights and duties of the LLP and the partners, shall be determined by the provisions relating to that matter as set out in the First Schedule to the Act.

Information with regard to the LLP Agreement and changes (if any) made therein for the purpose of LLP incorporation/registration is required to be effected through MCA Form 3.


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A “partner“, in relation to a Limited Liability Partnership (LLP) has been defined by the Act to mean any person who becomes a partner in the LLP in accordance with the LLP Agreement. On the incorporation of a LLP, the persons who subscribed their names to the ‘incorporation document’ shall be its partners, and any other person may become a partner of the said LLP by and in accordance with the ‘LLP Agreement’.

An ‘individual’ or ‘body corporate’ may be a partner in a LLP; however an individual shall not be capable of becoming a partner of a limited liability partnership, if —

  • He/she has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;
  • Such individual is an undischarged insolvent; or
  • Has applied to be adjudicated as an insolvent and such application is pending.


Designated Partners

Every LLP is required to have at least 2 ‘designated’ partners who are individuals, and at least 1 such partner must also be a resident in India. A ‘designated’ partner is responsible for the doing of all acts, matters and things as are required to be done by the concerned LLP in respect of compliance of the provisions of the Act, which includes the filing of any document, return, statement and the like report pursuant to the provisions of the Act and as may be specified in the LLP Agreement.

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 2 individuals who are partners of such LLP or nominees of such bodies corporate shall act as designated partners.

The term “resident in India” has been defined to mean a person who has stayed in India for a period of not less than 182 days during the immediately preceding one year.

Notice to the Registrar (ROC) of the appointment, cessation, change in name etc. of a designated partner or partner of LLP, and the consent given to become a partner/designated partner for the purpose of LLP incorporation/registration is effected through MCA Form 4.


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For the incorporation/registration of a LLP, the Act requires the following —

  • 2 or more persons associated for carrying on a lawful business with a view to profit subscribe their names to an ‘incorporation document’ (MCA Form 2)
  • The said incorporation document be filed in such manner and with such fees, as may be prescribed with the Registrar of the State (ROC) in which the registered office of the concerned LLP is to be situated
  • File along with the said incorporation document, a statement in the prescribed form, made by either an Advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the LLP, and by anyone who subscribed his/her name to the incorporation document, that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto.

The incorporation document is required to contain various essential information and details, including the following —

  • State the name of the LLP (‘application for reservation/change of name’ via MCA Form 1)
  • State the proposed business of the LLP
  • State the address of the registered office of the LLP
  • State the name and address of each of the persons who are to be partners of the LLP on incorporation
  • State the name and address of the persons who are to be ‘designated partners’ of the LLP on incorporation etc.


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