1. Change in Designated Partner of a LLP
Highlights of Addition Of A Designated Partner
- It is compulsory for any Individual who is to be appointed as a Designated Partner for the first time to obtain Designated Partner Identification Number (DPIN) allotted by the Ministry of Corporate Affairs.
- The LLP must file with the Registrar the particulars of every individual who has given his consent to act as designated partner within thirty days of his appointment.
- Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
- An individual willing to become a designated partner in any limited liability partnership shall give his consent to act as designated partner to the limited liability partnership in such form and manner as may be prescribed.
Highlights of Removal of A Designated Partner
- A person may cease to be a partner of a limited liability partnership in accordance with an agreement with the other partners or by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as a partner.
- The cessation of a partner from the limited liability partnership does not by itself discharge the partner from any obligation to the limited liability partnership or to the other partners.
- The notice of resignation or removal of partner must be intimated to the registrar of companies by filing the required statutory form within 30 days of such resignation or removal of partner.
Procedure For Appointment Of Designated Partner
Acquiring Digital Signature Certificate
Obtaining Designated Partner Identification Number
Preparing all required documents pertiaing to the appointment of the Designated Partner
Hold meeting and pass resolution for appointment of Designated Partner
File the relevant E-forms with the Registrar of companies within 30 days of appointment of Designated Partner
2. Change in LLP Name
- The partners have the liberty to change the name of the LLP any time after its incorporation. A LLP may consider changing its name in case it alters the business objectives for which the LLP was incorporated, if there is a change in the management or ownership of the LLP, etc. Changing the name of the LLP does not have any impact on its existence as a corporate entity.
- A LLP may change its name in accordance with the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.
- The Ministry of Corporate Affairs will issue a fresh Certificate of Incorporation after the change of LLP name is approved
- The change of a LLP name does not affect any rights or obligations of the LLP
- Any legal proceedings continued or commenced by or against the LLP pending in its old name will be continued in its new name.
Procedure To Change Name Of LLP
Hold meeting end Secure consent from partners for change of name of the LLP and for ascertaining the avallablity of proposed name of the LLP
Ascertain the availability of proposed LLP name and make a name application to the MCA and secure the approval.
Intimation of the LLP name change to be filed with ROC through relevant E·Forms within 30 days of adoption of name by the pattners
The registrar shell issue a new certificate of incorporation after setisfaction of name change application.
Subsequently, after issuance of a new certificate of incorporation, adopt the new LLP name in all the documents and records of the LLP
3. Change Registered office of LLP
A LLP can change its registered office address within or outside the local limits of any city, town and village or from one State to another State
. The notice of change of the situation of the registered office must be given to Registrar of Companies within 30 days.
The amendment in the LLP Agreement is also required to be filed with the Registrar of Companies within 30 days of the change of registered office
the requirements for shifting registered office vary depending on the scenario i.e within same roc , to jurisdiction of another roc within same state and from from one state to another state
4. Change in LLp Agreement
- LLP agreement may require amendment during the course of business to carry out the changes like management rights and obligations of the partners, partner’s contribution, profit sharing ratio, change in partners of LLP or name of LLP, etc. The LLP is required to file the changes made in the LLP agreement with the Registrar of Companies.
- A resolution is required to be passed to carry out and approve any changes in LLP agreement.
- The changes in the LLP Agreement must be intimated to Registrar by filing the required statutory form and must be certified by the authorised signatory
5. Annual Return
The form 11 is also known as the annual return of the LLP to be filed online to ROC, it contains information about the partners, their contribution to the capital, a summary of changes in the partners of the LLP, its address, etc.
The Form-11 needs to be certified by at least two Designated Partner, however in case, turnover of LLP exceeds five crores or the contribution of LLP is more than 50 lakh then the annual return of such LLP needs to certified by a practicing company secretary
7. Financial report
- Form 8 is a financial report to ROC, which is also known as the statement of accounts and solvency, which pertains to the previous financial year.
- The annual financial return must be filed to the ROC in form 8, before 30th October 2019, this is a declaration of solvency of the LLP. The normal filing fee is only Rs. 50, however, the delay will cost you Rs. 100 for each day of delay.
8. Statutory Audit
Every LLP having a turnover in excess of 40 Lac or if the capital is more than 25 Lac, then a statutory audit of the books of the account becomes mandatory, which must be done by a CA in full-time practice
The meaning of financial year for income tax and the ROC filing is different. For the ROC filing, the financial year is a period starting from the date of incorporation and ending with next 31st March. However, in case the LLP is incorporated after 30th of September then the financial year ends on next to next 31st March. For Example.
For LLP incorporated before 30th September, during the calendar year 2018, the first financial year shall end on 31st March 2019, and thus would be required to file Form 11, Form 8 and Income Tax Return before their respective due dates.
For LLP incorporated after 30th September, during the calendar year, the financial year shall be an extended period beyond 12 months, and it shall end on 31st March 2020. Thus during the year 2019, there is no ROC Return which shall be filed in the year 2019. However, in all cases, the Income Tax Return shall be filed before 31st July 2019
The financial year for the purpose of ITR of the LLP is a period starting from 1st of April to next 31st March. Even if the LLP is incorporated on 31st March 2019, the financial year shall be 2018-19 and the LLP incorporated between 1st April 2018 to 31st March 2019 shall be required to file its ITR before 31st July 2019.
The LLP is required to file two return with the Registrar of Companies through the e-filing portal of MCA. To submit the returns digital signature of the designated partner is needed. Please refer below table for the due dates
|Form Name||Due Date||Normal Govt Fee||Additional Fee for Late Filing|
|Form – 11||30 May 2019||Rs. 50||Rs. 100 for each day of delay|
|Form – 8||30 Oct 2019||Rs. 50||Rs. 100 for each day of delay|
The non-filing of Form – 11 and Form – 8 is a serious non-compliance of the LLP Act, 2009. These returns can be filed late with an additional fee of Rs. 100 for each day of delay
For example – If the return filing of LLP is delayed by three months, then the extra charge would be Rs. 9,000 for each form. There are two forms, ie. Form 11 and 8, thus the total additional fee shall be Rs. 18,000/- which keeps on increasing with Rs. 200 for every day of delay.
The due date for filing the ITR of LLP is 31st July 2019, for the Financial Year 2018-19. However, in tax audit cases the return may be filed up to 30th September. In case you are not able to file ITR of LLP within its due date then it can still be filed up to 31st March 2020, However following are the adverse consequences of the belated return of Income Tax of the LLP.
- The Income Tax Department shall send notice and impose a penalty for late filing of ITR.
- The accumulated losses or unabsorbed depreciation cannot be carried forward to the next financial year
- The belated returns cannot be revised
- Late filing of ITR adversely affects the rating of LLP
The Form-11 needs to be certified by at least two Designated Partner, however in case, turnover of LLP exceeds five crores or the contribution of LLP is more than 50 lakh then the annual return of such LLP needs to certified by a practicing company secretary.
Any contravention of the timeline in filing/ non-filing as such is a punishable offense with a penalty on the LLP which shall not be less than Rs. 25,000/-, however it may extend to Rs. 5 lakh and each Designated Partner of the LLP is further punishable with a fine which shall not be less than Rs. 10,000 but may extend to Rs. 1 lakh.