Limited Liability Partnership is an advancement over the traditional form of partnership business where the liability of partners is limited to the extent of the contribution amount of the partner. The LLP Act, 2008 is the regulatory legislation, which prescribes the methods of incorporation of an LLP and its administration. The LLP agreement entered into by the partners is another crucial document which acts as the constitution for the LLP. After incorporation of the LLP, the designated partners are entrusted to run the LLP legally and to ensure that the LLP is always complying with the laws at all times. There is certain compliance which is required to be complied with by the LLP immediately after its Incorporation as it is a legal entity and separate from its promoters.
As the LLP is a creation of Law, the changes in it can only be done by the procedures established under law. Apart from the LLP Act, 2008 and the rules framed thereunder, the primary document which guides and prescribes the method of bringing in a particular change into LLP is its agreement. Needless to mention that the LLP agreement to be enforceable, must be executed on non-judicial stamp paper of appropriate value as per the relevant state government rates. The LLP act further prescribes that the agreement must be registered with the ROC within 30 days of its creation or changes. Below is a discussion on some of the most common changes which an LLP may have to make.
The change in partners of LLP may arise due to appointment or removal of partners. To effect the change in partners of the LLP, written consent of all the partners is necessary. The change of partner shall also effect the contribution/capital ratio thereby altering the profit and loss sharing ratio of the partners in the LLP. The LLP act and the rules framed thereunder prescribe a precise procedure to be adopted by the LLP and their partners while bringing in any change in the partners of the LLP. The process of change begins with obtaining the written consent from all the partners for the change, drafting of new LLP agreement with the changes in the relevant clause of the agreement. As this is a change of substantial nature, hence we advise replacing the old LLP agreement entirely with a new agreement having a sunset clause. After amendment of the LLP agreement, the same need to be reported to the ROC in Form No-3 and the particulars of new partners shall be filed in Form -4 along with their consent to become a partner of the LLP. The detailed and stepwise process is enumerated in a recent post in our learning section.
The name of LLP can be adopted only after it meets the requirement of name availability guidelines of the ministry of corporate affairs. In case an LLP is wishing to change the name of the LLP the same can be done by first applying for reservation of a new name of the LLP. The care must be taken while reserving a name that it does not resemble with an already incorporated company or LLP or a trademark. To reserve a name, the application is to be moved in Form No-1 with the prescribed fee to the ROC. Once ROC is satisfied with the legality of the name, it approves the name and issues a name approval letter to the LLP. The LLP Name Change can be done by following the provisions mentioned in LLP the agreement however if agreement is silent on this point, then a reference may be made to the Ist schedule of LLP act which describes mutual rights & duties of partner/LLP on such matters. The procedures to be adopted for change in the name of LLP is first to seek the consent of the partners of the LLP, after that making changes in the LLP agreement. The application for change in name and the amended LLP agreement is filed for approval of the ROC, and after the approval of ROC new certificate of incorporation is issued with the changed name of the LLP. The detailed and stepwise process is enumerated in a recent post in our learning section.
Every LLP is required to have a registered address to receive all the communication/notices from the registrar of LLP, Central or State Government, Income-tax Department or other authorities. Though the LLP can have various office throughout India or abroad, it shall have only one address marked as registered address of the LLP and the same must be reported and registered with the registrar of LLP. Any changes in the registered address of LLP must be updated with the registrar. The significance of registered address of LLP can be appreciated by the fact that as per law, the LLP is required to maintain its Books of A/c at the registered address only, further all the minutes' book of the LLP be also kept and maintained there for eight years. LLP can change its registered address by following due process of law which is typically prescribed in the LLP agreement and in case the agreement is silent on any point then, in that case, the LLP Act may be referred to. To change the registered address within the same ROC can be done easily by filing Form No 15. However, the change of office between one state to another involves taking consent from all creditors, publication of newspaper notice and specific permission on a petition to the regional director of the mca. The detailed and stepwise process is enumerated in a recent post in our learning section.
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