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What is a Limited Liability Partnership?

Definition of Limited Liability Partnership

  • A Limited Liability Partnership (LLP) is a legal business structure formed under the Limited Liability Partnership Act, 2008.
  • It blends the characteristics of a traditional partnership and a corporate body.
  • LLP is recognized as a separate legal entity from its partners.
  • It is commonly adopted by professionals and small business entities.
  • The LLP form ensures that the liability of partners is limited to their agreed contribution.

Legal Structure and Formation

  • LLPs are governed by the Ministry of Corporate Affairs in India.
  • Incorporation requires at least two designated partners.
  • The LLP must be registered with the Registrar of Companies (RoC).
  • A formal LLP agreement must be executed between partners.
  • The structure offers flexibility in internal management and operations.

Characteristics of an LLP

  • LLP enjoys perpetual succession regardless of changes in partners.
  • It can own property and enter into contracts in its name.
  • The liabilities of the LLP are not passed on to the partners beyond their contributions.
  • It can sue or be sued in its name.
  • Partners have the right to manage the business directly unless otherwise stated in the agreement.

Roles and Responsibilities of Partners

  • Designated partners are responsible for regulatory and legal compliance.
  • All partners share mutual rights and duties as specified in the LLP agreement.
  • Partners are agents of the LLP but not of each other.
  • They contribute capital or services based on the agreement terms.
  • Removal, admission, or resignation of partners must follow due legal process.

Regulatory Requirements and Administration

  • LLPs must file annual returns and statements of accounts with the RoC.
  • Maintenance of proper books of accounts is mandatory.
  • Compliance filings must be completed within prescribed deadlines.
  • Any changes in the agreement or structure must be updated with the authorities.
  • Failure to comply with regulatory norms may lead to penalties or dissolution.

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