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without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

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Page 1: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

of an

1

Page 2: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

DSC? Get DSCFORM 16

DPINRegnwww.llp.gov.in

yes

no

2

2

FORM 1

FORM 2

Drafting

FORM 3 FORM 4

yes

DPIN

Approved

DPIN not Approved

Page 3: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

�Registered User

�Business User

Registration

3

�www.llp.gov.in

�Fill up an online form

�Upload digital signatures

Page 4: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

DPINDesignated Partner’s Identification Number

�Must for every designated partner

�Nominee in case of body corporate

�DSC not required

4

�File form 7

�Abbreviated name is not allowed

�Deposit filing fee of Rs. 100 online through debit or

credit card

�Provisional DPIN

Page 5: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

DPIN

�Take a printout

�Attach ATTESTED copies of

�Latest passport size photograph

5

�Latest passport size photograph

�Proof of identity

�Proof of residence

�DIN as DPIN

Page 6: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

DPIN

�Dispatch Within 60 days to:

MCA DPIN Cell

Ministry of Corporate Affairs,

6

Ministry of Corporate Affairs,

3rd Floor, “Paryavaran Bhawan”,

CGO Complex, Lodhi Road,

New Delhi-110003.

�Track status online after a week

Page 7: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Acquire DSC

�At least one designated partner

�Class 2 or Class 3

7

�Class 2 or Class 3

�Associate DSC

Page 8: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

�Forms download facility not

available

�Only credit card

Online Filing

8

�Only credit card

�Communication through e-mail

�E token / installed DSC

�no alternate login

Page 9: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Reservation of Name

�Not undesirable or similar to

2 (1) (p) “name”, in relation to a partner of a limited liability

partnership, means—

(i) if an individual, his forename, middle name and surname; and

(ii) if a body corporate, its registered name;

9

�Not undesirable or similar to

�form 1 – Part A

�Search

�Even without DPIN

�E-mail ID mandatory

�to be digitally signed by the applicant

Page 10: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Reservation of Name

�Attachments:

�In principle approval of appropriate authority, if any

�Trademark registration, if any

10

� Resolution, if any

�No Objection Certificate, if any

�Deposit filing fee of Rs. 200 online through credit or debit card

�Approval on E-Mail / Check status

�Name is valid for three months

Page 11: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Incorporation Document and Statement

�Form 2

�Attachments:

�Statement of Subscribers

11

�Address proof of registered office

�List of individual partners in case numbers exceed five

�List of body corporate partners in case numbers exceed five

�Resolution in case of Bodies Corporate And Nominees

�To be digitally signed by one of the subscribers AND a

professional

Page 12: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Incorporation Document and Statement

Contribution Registration Fee

�Deposit necessary filing fee online

12

Fee

≤ 1 lakh 500

≤ 5 lakh 2000

≤ 10 lakh 4000

> 10 lakh 5000

� Check status online

Page 13: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Certificate of Incorporation

�Within 14 days

�Form 16

�Scanned copy by e-mail

13

�Physical copy by post.

Page 14: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

LLP agreement

�Before or after incorporation

�To be ratified by all

�form 3 Part A

14

�Physical agreement is not required to be filed

�within 30 days of incorporation

�Particulars of Change

�form3 or LLP agreement not open for public inspection

�Everytime partners change, agreement also change

Page 15: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

LLP Agreement

23 (4) In the absence of agreement as to any matter, the mutual

rights and duties of the partners and the mutual rights and duties of

the limited liability partnership and the partners shall be determined

15

by the provisions relating to that matter as are set out in the First

schedule.

Does that mean We can Skip LLP Agreement !

Page 16: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

LLP Agreement

33. (1) The obligation of a partner to contribute money or other

property or other benefit or to perform services for a limited liability

partnership shall be as per the limited liability partnership agreement.

16

23. (1) Save as otherwise provided by this Act, the mutual rights and

duties of the partners of a limited liability partnership, and the mutual

rights and duties of a limited liability partnership and its partners, shall

be governed by the limited liability partnership agreement between

the partners, or between the limited liability partnership and its

partners.

Page 17: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

LLP Agreement

Can we Skip to execute LLP Agreement

?

17

NO

Page 18: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Drafting

Matters to Be Provided: four categories

�Must Be Provided

�Optional Matters

18

�Optional Matters

�Shall be provided

�May be provided

Page 19: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Drafting

Must Provide for

�Particulars of the parties to the agreement

�Business of the LLP

19

�Business of the LLP

�Contribution of Partners

�Appointment of Designated Partners

�Admission of a Partner

Page 20: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Drafting

Optional Matters

�Expulsion Rights

�Qualifications or Restrictions for Becoming Partner

20

�Qualifications or Restrictions for Becoming Partner

� Responsibilities of the Designated Partners

�Remuneration to Working Partners

�Any other customized right / duty or matter

�operation of bank accounts

�Specific responsibilities of each partners

Page 21: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Drafting

Shall Provide for

�Applicability of First Schedule

�Cessation of a partner

21

�Cessation of a partner

�Sharing Ratio

Page 22: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Drafting

May Provide for

�Additional Address

�Change of Registered Office

�Change of name

22

�Change of name

�Auditor’s Continuance

�Auditors Remuneration

�Removal of Auditor

�Rights of an Outgoing Partner

�First schedule matters

Page 23: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Filing Fee

Contribution Filing Fee

23

≤ 1 lakh 50

≤ 5 lakh 100

≤ 10 lakh 150

> 10 lakh 200

Page 24: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Stamp Duty

Indian Stamp Act,1899(As applicable to National Capital territory of Delhi)

Schedule 1A

46 PARTNERSHIP--

A--Instrument of--

(a) where the capital of the partnership does not exceed Rs. 500;(b) in any other case

One per cent with a ceiling of Rs. 5,000

24

5 AGREEMENT OR MEMORANDUM OF AN AGREEMENT

(a) if relating to the sale of a bill of exchange; One rupee for every Rs. 10,000 or part thereof

(b) if relating to the sale of a government security or share in an incorporated company or other body corporate;

One rupee for every Rs. 10,000 or part thereof of the value of the security or share subject to a maximum of Rs. 1,000.

(c) if not otherwise provided for; Fifty rupees

Page 25: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Particulars of Partners

�form 4

�Simultaneously or within 30 days of incorporation

�Attachments:

25

�List of individual partners in case numbers exceed five

�List of body corporate partners in case numbers exceed five

�Resolution, if any

�Address proof of partners

Page 26: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

Particulars of Partners

�Proof of change in name

�Consent of all Partners and Designated Partners

�To be digitally signed by a designated partner and a professional

26

�make online payment through credit or debit card

�Check status

Page 27: without BG formation.ppt - tnkpsc.com or LLP agreement not open for public inspection Everytimepartners change, agreement also change. LLP Agreement 23 (4) Intheabsenceofagreement

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