LLP is incorporated and registered under the LLP Act, 2008. According to the LLP law, any two individuals can incorporate an LLP by signing the incorporation documents. LLP registration in India can be done online as well with internet connectivity along with required document copies. Other business structure registration also can be done through online mode. Such as, online Proprietorship firm registration in India does not require any specific registration, but it does require some of the essential registration for better efficiency, such as GST registration, MSME, shop, and establishment license, etc.
Once your firm is registered by way of LLP registration in India, the partners' rights and duties are controlled by scheduling one of the LLP Act, until and unless the LLP's partners or the LLP and partners make an LLP agreement.
An LLP works like a limited partnership, but in LLP, each member is safeguarded from personal liability, except to the extent of their capital contribution in the LLP.
LLP necessitates an agreement that needs to be done amongst the partners, just like any other partnership agreement. According to the LLP incorporation document, it is mandatory to implement an LLP agreement within 30 days period of the incorporation of LLP (from FiLLiP).
A well-made and structured agreement is quite crucial for an LLP.
It makes a robust bedrock for the smooth running of the LLP.
Agreement explains and differentiates the responsibilities, roles, and work of the partners.
It illuminates the operational, managerial, and administrative outlook and sets well-defined methodologies for efficient decision making.
It alludes to the deets for adding a new partner and disassociation of existing ones.
LLP agreement incorporates certain provisions
Here, the first thing is the name of the LLP, which should always end with a limited liability partnership or LLP.
Agreement and date of the partnership. – and deets of future initial partners, name changes, the addition of new partners, business activities and their ambit, power of LLP, management duration, auditing, accounting so on, and so forth.
Capital, interest, and profit-sharing ratio – the contribution ratio of partners when it comes to the capital, interest on contribution, profit sharing ratio, and the period after which any of partners can extract the capital is obligatory.
Distribution and allocation – illuminate the method of profit-sharing between the partners and distribution, including final distribution or interim distribution in the LLP.
T&C – for disassociation or withdrawal when partners want to. The agreement clarifies the process to do so, the rights of existing partners, and rights on assets after disassociation, as well as an intimation to the existing partner.
Partnership rights – which comprise the admission of a new partner and their rights afterward, withdrawal or re-admission of any of the partners, rights of existing partners, and rights on assets after the disassociation, along with intimation to an existing partner.
The agreement contains the name of the person or partner responsible for meetings of partners, management, fiduciary duty, and so forth, which stays distinctive to businesses requiring an owner to register proprietorship firm online.
There are certain types of LLP agreements that exist as given below;
Equal ratio LLP (1:1)
Here, all the partners share equal responsibilities and rights; the contribution of time, capital, profit, and loss is equally shared. For the business of the LLP, decisions are mutually taken.
Differential rights LLP
Here, the agreement is drafted, which contains the partners' different rights and responsibilities towards the LLP.
LLP agreements in which rights are in the ratio of contribution and profit-sharing. Here, the level of contribution may determine the profit-sharing level.
LLP agreement in which rights are in the ratio of contribution only, but profit rights differentiates. Also, management rights might be in ratio or another ratio.
Absolute rights LLP
One person will get all the management and decision-making power; hence, the agreement will be drafted to allow him/her to do so.
If there are merely two partners in LLP, and one of them is appointed as the nominee or only as of the investor.
Managed LLP: board managed, partner-managed, and manager-managed
In partner-managed LLP - there are multiple partners; one can be a nominee or investor while the other will have management, administrative and operational powers that need to be alluded to in the LLP agreement. This is quite identical to differential rights LLP.
Board-managed LLP – regular operational, managerial, and decision-making power lies in the hands of the board or committee of partners. At the same time, the overall control lies in the hands of all the partners.
Manager managed LLP – here, partners appoint the manager and give him/her special powers concerning management, administration, operational. In multi-partnership LLP, the partner's role is as an investor and does not possess any decision-making right on the company's regular activities.
Husband and wife LLP – husband and wife, can be appointed partners in an LLP. There is a unique agreement concerning tax liability that can be made to minimize the family's tax liability. Apart from that, they can opt for any of the aforementioned types of LLP as per their convenience and requirements.
As mentioned above, are the deets of what LLP is and different types of LLP that exist and who performs all the functions.
Benefits of LLP
Distinct legal entity
LLP is also a separate and distinct legal entity like a company. Therefore, partners and LLP are distinct from each other. This is like a company in which directors are distinct from the company.
No desideratum of minimal capital
In the companies' case, there has to be a minimal amount of capital that should be brought by the owners or the members. But in LLP, there is no such requirement needed to be met.
No desideratum for mandatory audit
All the companies, whether private or public, are needed to obtain their accounts audited regardless of their share capital. But in LLP, there is no such compulsory requirement. It needed to get the audit done in the following cases.
- The contribution of the LLP goes beyond Rs. 25 lakhs or
- The annual turnover of the LLP goes beyond Rs. 40 lakhs.
The pliability in organizing the internal structure of LLP – to manage the internal structure, a company is more abstract in comparison to LLP.
No cap on the limit of partners – in a private limited company shareholder is restricted to several 200, but there are no such limitations when it comes to LLP.
Profit exemption – the profit distributed in partners' hands is already after the deduction of taxes; therefore, partners are not liable to pay taxes anymore.
Remuneration payment – to a working partner will be permitted as a deduction.