Knowledge Base - Registration
01. What are the registration formalities relating to LLPs?
LLP registration requires reservation of name, incorporation by filing FiLLiP with the Registrar, and obtaining DPIN for designated partners under the LLP Act, 2008.
After incorporation, the LLP Agreement must be filed in Form 3 within the prescribed time limit.
02. What are the broad provisions of the Act in respect of names of LLPs?
Every limited liability partnership shall have either the words "limited liability partnership" or the acronym "LLP" as the last words of its name. LLPs would not be given names, which, in the opinion of the Central Government, are undesirable. Registrar would be under obligation to follow such rules, which would be framed by the Central Government in connection with allotting names to LLPs.
03. Can LLP give any other address (besides its registered office) for the purpose of receiving communication from Registrar?
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).
04. Whether other business entities like firm or company would be able to convert themselves into LLP?
Yes. The LLP Act contains enabling provisions pursuant to which a firm (set up under Indian Partnership Act, 1932) and private company or unlisted public company (incorporated under Companies Act) would be able to convert themselves into LLPs. Provisions of clause 58 and Schedule II to Schedule IV to the Act provide procedure in this regard.
05. Whether an LLP would be able to convert itself into a company under the Companies Act, 2013?
Yes. An LLP can convert itself into a company under the Companies Act, 2013, subject to compliance with Section 366 read with the Companies (Authorised to Register) Rules, 2014.
Such conversion is permitted into a private company or public company, after fulfilling prescribed conditions and obtaining approvals from the Registrar of Companies.
06. What is the treatment for stamp duty in terms of original incorporation and conversion from other business?
In the case of Original Incorporation, Stamp duty is payable on incorporation documents (such as MOA/AOA or LLP agreement) as per the relevant State Stamp Act, and the amount varies from state to state.
In the case of conversion from other business, Stamp duty is generally payable on transfer/vesting of assets during conversion, and many States levy stamp duty on the market value of assets transferred, unless a specific exemption is provided under the State law.
08. Whether two LLPs would be allowed to merge?
Provisions of clauses 60 to 62 of the Act provide for the manner in which compromises or arrangements including mergers and amalgamations involving LLPs shall be allowed.
09. What would be the provisions in respect of winding- up of LLPs?
The winding-up of an LLP is governed by Chapter X (Sections 63 to 65) of the LLP Act, 2008, read with the LLP (Winding up and Dissolution) Rules, 2012.
An LLP may be wound up voluntarily or by the Tribunal (NCLT) on specified grounds such as insolvency or acting against national interest.
10. What are provisions for striking off defunct LLPs? Whether LLPs are allowed a less stringent framework for closing of business?
Defunct LLPs may apply for striking off their name under Section 75 of the LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009, by filing Form 24 with the Registrar.
Yes, LLPs are provided a comparatively less stringent and faster exit mechanism than companies, as strike-off does not require Tribunal intervention where statutory conditions are fulfilled.