Is LLP registration mandatory?
Absolutely, registration of an LLP on the Ministry of Corporate Affairs (MCA) portal is a compulsory requirement. To attain legal legitimacy, an LLP must undergo registration under the provisions of the Limited Liability Partnership (LLP) Act.
What is the difference between LLP and a Partnership Firm?
While registering under the LLP Act is mandatory for the operation of an LLP, partnership firms have the option of voluntary registration under the Partnership Act, 1932. The distinction in liability is significant: in an LLP, a partner's liability is restricted to their contribution, whereas in a partnership firm, all partners assume personal liability for the firm's losses and debts.Furthermore, an LLP enjoys a distinct legal entity status, enabling it to engage in property transactions and pursue legal actions in its own name. In contrast, partnership firms lack this legal separation and must conduct property transactions and legal proceedings in the name of an authorized partner, as they lack a separate legal entity."
Does LLP require MoA and AoA?
No, it's important to distinguish that the Memorandum of Association (MOA) and Articles of Association (AOA) are essential documents for companies registered under the Companies Act, 2013. In the case of an LLP, the governing document is the LLP Agreement, not the MOA and AOA. Therefore, an LLP is not required to draft the MOA and AOA; instead, it must focus on creating and formalizing its specific LLP Agreement.
Should directors be appointed to an LLP?
No, directors should not be appointed to an LLP (Limited Liability Partnership). Unlike a company, which typically has directors who oversee its operations and make key decisions, an LLP is managed by its partners. Partners in an LLP collectively govern the business, and they are responsible for decision-making and day-to-day operations. LLPs do not have a board of directors or the concept of appointing directors, as is the case with companies. Instead, the structure and management of an LLP are based on the terms and agreements outlined in the LLP Agreement, which is a contract among the partners.
What is DPIN?
Much like a Director Identification Number (DIN) for company directors, the Designated Partner Identification Number (DPIN) is a distinctive identifier issued by the MCA. While registering an LLP, DPINs can be acquired for individuals. Alternatively, individuals can also apply for DPIN separately if they intend to become designated partners in an existing LLP. This system ensures that designated partners in LLPs are recognized uniquely and aligns with the DIN system for company directors.
What is the eligibility to be appointed as a designated partner in an LLP?
Any individual partner within an LLP can readily assume the role of a designated partner by expressing their consent and aligning with the terms set forth in the LLP agreement. However, it's important to note that a body corporate is not eligible to serve as a designated partner. Furthermore, if the LLP agreement stipulates such a provision, it is entirely feasible for all partners to assume the position of designated partners within the LLP, granting flexibility to the arrangement.
Who can be partners in an LLP?
Any individual or body corporate can be a partner in an LLP. But persons of unsound mind, minors and an undischarged insolvent not eligible to be partners in an LLP.
How many designated partners are required in an LLP?
Each Limited Liability Partnership (LLP) is mandated to appoint a minimum of two designated partners, with the added requirement that at least one of these designated partners must hold Indian residency status. In cases where all partners within the LLP consist of body corporates, it becomes essential to designate at least two individual nominees from these body corporates to fulfill the role of designated partners. Notably, any partner within the LLP is eligible for appointment as a designated partner, provided that such a designation aligns with the provisions specified within the LLP agreement governing the partnership's structure and operations.
What if the partner’s number in an LLP reduces to one?
In the event if number of partners in an LLP reduces to just one, the sole partner is granted a six-month window to continue the LLP's business operations. However, If LLP remain with only one partner after this six-month period and that partner continues to operate the LLP's business, the single partner assume personal liability for the LLP's obligations. Additionally, it's important to note that if the number of partners in the LLP falls below two for an extended period of more than six months, the National Company Law Tribunal possesses the authority to initiate the winding-up process for the LLP.