LLP Ready Reckoner

This book is a comprehensive, hands-on resource covering India’s Limited Liability Partnership (LLP) framework. It is structured to guide readers through every dimension of LLP law?from the initial stages of incorporation and routine management to taxation and eventual winding up?while balancing legislative analysis with practical illustrations.

It is particularly beneficial for professionals, including Lawyers, Chartered Accountants, Company Secretaries, and Cost Accountants, who frequently advise on LLP formation, compliance, and disputes. It also proves valuable for entrepreneurs, startups, and students.

The Present Publication is the 2025 Edition and has been amended up to 1st December, 2024. This book is authored by Mr V.S. Datey, with the following noteworthy features:

[Illustrative Examples and Drafts] Sample LLP agreements, standard resolutions, forms, and step-by-step procedures
[Compliance Checklists] Practical pointers to ensure adherence to legal and procedural requirements
[References to NCLT Orders and Case Laws] Relevant jurisprudence and decisions that clarify the interpretation of LLP provisions
The book’s essence unfolds in fifteen main chapters, each addressing an integral component of LLP law.

Overview of the LLP Act
Outlines the historical context and the rationale behind introducing the LLP Act in India
Highlights the flexibility LLPs offer over traditional partnerships and companies
Examines significant recent amendments and developments in LLP Law
Incorporation of LLP
Details the procedure for incorporating an LLP, including name selection and approval
Discusses necessary documentation, digital filing processes, and relevant fees
Explains the roles of designated partners, obtaining Digital Signature Certificates (DSC) and Director Identification Numbers (DIN)
Partner and Designated Partner
Defines the rights, responsibilities, and liabilities of partners within an LLP structure
Examines the qualifications and duties of designated partners, including their appointment/removal process
Covers rules on contribution, partner admission/cessation, and compliance requirements
LLP Agreement
Explores the significance of the LLP Agreement as the foundational document governing partner rights and obligations
Offers guidance on drafting, stamping, and filing the agreement and any amendments
Includes sample and model agreements for various scenarios
Accounts, Audit and Annual Returns of LLP
Explains the statutory requirements for maintaining proper books of account
Discusses when audits are required and procedures for appointing/removing auditors
Covers the timely filing of annual returns and outlines penalties for non-compliance
Routine Management of LLP
Addresses day-to-day operational aspects, including partner meetings and drafting standard resolutions
Emphasizes key statutory filings, internal governance protocols, and recordkeeping
Administrative Control Over LLP
Describes the authority of the Ministry of Corporate Affairs (MCA) and the Registrar of Companies to oversee LLPs
Details procedures for inspections, maintaining official records, and enforcement actions in case of non-compliance
Compromise and Arrangement
Details legal methods for reorganizing LLPs, such as compromises, arrangements, amalgamations, or reconstructions
Explores the process before the National Company Law Tribunal (NCLT) and the roles of creditors, partners, and regulators
Winding up and Strike off Defunct LLP
Discusses both voluntary and compulsory (Tribunal-driven) winding-up procedures, as well as pertinent legal prerequisites
Outlines the process for striking off defunct LLPs from the register and the subsequent implications
Investigation of Affairs of LLP
Reviews the conditions under which government authorities may initiate an investigation
Clarifies inspectors’ powers to examine records and the impact on LLPs and their partners
Offences, Punishments and Penalties
Enumerates offences and potential liabilities arising from LLP operations, such as non-filing or false statements
Explains adjudication, compounding of offences, and the role of Special Courts
Details of fines, punishments, and imprisonment provisions
Other Provisions in Respect of LLP
Addresses topics like foreign LLPs and conversions between LLPs and companies
Examines the requirements, procedures, and regulatory nuances associated with such transformations
Taxation of LLP
Highlights key income-tax aspects applicable to LLPs, including partner remuneration and interest
Discusses the concept of Alternate Minimum Tax (AMT) and related procedural requirements for tax returns
Foreign Direct Investment (FDI) in LLP
Illustrates regulatory rules and guidelines for foreign investment in LLPs
Clarifies eligible sectors, approval processes, and Reserve Bank of India (RBI) reporting duties
Overseas Investment by LLP
Explains how LLPs, as body corporates, can undertake overseas investments in compliance with FEMA (Foreign Exchange Management Act) regulations
Summarizes the principal guidelines and procedures for making outbound investments