Foreign direct investment in India has mainly have two entry routes, Automatic & Approval route, FDI under approval route requires approval of FIPB before making investment in India were as no prior approval require for making FDI through automatic route, although post intimation to RBI (Reserve bank of India) within 30days of receipt of investment money in India and particulars of allotment of shares is required. A foreign entity can enter in Indian business market mainly by two options, either by establishing a Liaison/Branch/Project office in India or incorporating a limited Liability Partnership company that is subsidiary of the foreign company intending to make FDI (Foreign Direct Investment) in India. Being a limited liability partnership, one partner is not responsible for the other partner’s misconduct or negligence. All partners have limited liability for each individual's protection within the partnership, similar to that of the shareholders of a limited company but unlike the shareholders, partners have the right to manage the business directly.
LLP shall be a body corporate and is a legal entity established under the act. Therefore LLP form of organisation has wide legal capacity and can own property and sue and be sued by others on its own name.
Management is vested with the partners unless specifically maintained in the LLP agreement. It is possible for an LLP to delegate all powers of management to a single person except compliance requirements under the LLP Act.
Every LLP shall have at least two partners and shall also have at least two individuals as Designated Partners, of whom at least one shall be resident in India.
A LLP has perpetual existence until it is legally dissolved. A LLP, being a separate legal person, is unaffected by the death or other departure of any Partner but continues to be in existence irrespective of the changes in Partnership.
In LLP all partners have limited liability for each individual\'s protection within the partnership, similar to that of the shareholders of a limited company. However, unlike the company shareholders, the partners have the right to manage the business directly. An LLP also limits the personal liability of a partner for the errors, omissions, incompetence, or negligence of the LLP\'s employees or other agents.
Unlike partnership firm which permits only natural persons to be partners of the firm ,a Limited liability partnership can have a corporate entity as its designated partner.
In case of Foreign Investment through automatic route no prior approvals are required but in cases where the business falls under the category of approval route prior approval from FIPB (foreign Investors protection board) is required.
Digital signature certificate (DSC) and Director’s Identification number (DIN) is required for the proposed partners of the firm. A Digital Signature Certificate (DSC) is a USB drive which contains a secure digital key that certifies the identity of the holder. DSC is used as an Electronic signature of the holder to sign MCA / Income Tax form. DPIN is a unique identification number for a Designated Partner.
A minimum of one and a maximum of six proposed names must be submitted to the MCA. Subject to availability and naming guidelines, ROC will provide a online generated written confirmation of the name he would allow the proposed firm to use.
LLP agreement is a document that outlines in detail the rights and responsibilities of all parties to a business operation. It has the force of law and is designed to guide the partners in the conduct of the business. It is helpful in preventing disputes and disagreements over the role of each partner in the business and the benefits which are due to them.
After verifying the incorporation documents ROC would issue the approval along with certificate of incorporation or resubmission if there is some changes required.
Minimum two people / partner are required to incorporate a LLP and can have a maximum of any number of Partners. Out of which one should be resident of India.
No, you will not have to be present at our office or appear at any office for the incorporation of a Limited Liability Partnership. All the documents can be scanned and sent through email to our office. Some documents will also have to be couriered to our office.
Generally, to incorporate a Limited Liability Partnership it takes around 14-20 days. The time taken for incorporation will depend on submission of relevant documents by the client and speed of Government Approvals. To ensure speedy incorporation, please choose a unique name for your LLP and ensure you have all the required documents prior to starting the incorporation process.
LLPs are required to file an annual filing with the Registrar each year. However, if the LLP has a turnover of less than Rs.40 lakhs and/or has a capital contribution of less than Rs.25 lakhs, the financial statements do not have to be audited.
What is Designated Partner Identification Number (DPIN)?
Yes, Foreign Direct Investment (FDI) is allowed in LLP under the automatic route in sectors allowed by the Foreign Investments Promotion Board (FIPB). However, Foreign Institutional Investors (Flls) and Foreign Venture Capital Investors (FVCIs) will not be permitted to invest in LLPs. LLPs will also not be permitted to avail External Commercial Borrowings (ECBs.)
File LLP Form No. 1 (Application for reservation or change of name) by logging on to the LLP portal along with the fee prescribed and attaching the digital signature of the designated partner proposing to incorporate a LLP.
No. LLPs are only available to any lawful business that is carried out with a view to a profit.
An address in India where the registered office of the LLP will be situated is required. The premises can be a commercial / industrial / residential where communication from the MCA will be received.
Identity proof and address proof is mandatory for all the proposed Designated Partners of the LLP. PAN Card is mandatory for Indian Nationals. In addition, the landlord of the registered office premises must provide a No Objection Certificate for having the registered office in his/her premises and must submit his/her identity proof and address proof.
To incorporate a LLP quickly, make sure the proposed name of the Limited Liability Partnership is very unique. Names that are similar to an existing private limited company / limited liability partnership / trademark can be rejected and additional time will be required for resubmission of names.
A Digital Signature establishes the identity of the sender or signee electronically while filing documents through the Internet. The Ministry of Corporate Affairs (MCA) mandates that all Designated Partners apply with a Digital Signature for Designated Partner Identification Number. Hence, a Digital Signature is required for all Designated Partner of a proposed LLP.
Yes, a NRI or Foreign National can be a Designated Partner in a Limited Liability Partnership after obtaining Designated Partner Identification Number. However, atleast one Designated Partner in the LLP must be a Resident India.
Yes, an existing partnership firm or a company that is unlisted can be converted into LLP. There are many advantages of converting a partnership firm into a LLP; however, the same doesn\'t apply for the conversion of a Company to a LLP.
The Designated Partners needs to be over 18 years of age and must be a natural person. Even foreign nationals can be appointed as a Partner with the approval for Foreign Contribution Promotional Board.
Documents required from designated partner
Documents required for Foreign Company
Documents for Registered Office of the LLP