LIMITED LIABILITY PARTNERSHIP (LLP) NEW RULES AND PROCEDURE

LIMITED LIABILITY PARTNERSHIP (LLP) NEW RULES AND PROCEDURE

Limited Liability Partnership (LLP) is a new form of corporate entity; it is a partnership in which partners have limited liabilities. LLP is regulated under Limited Liability Partnership Act, 2008 and registered with Central Government under the Ministry of Corporate Affairs (MCA).

As on 26th January 2018, the application for allotment of Designated Partner Identification Number has been closed due to making amendments in the forms of LLP. But as on 2nd October 2018, the government came up with the new forms and changes in the incorporation procedure of LLP.

  • Before 2nd October 2018 we need to file a separate form i.e. FORM-1 for name reservation in which we can apply six names in one application but now we can apply only two names in one application which is now converted into web-services i.e. RUN-LLP.
  • Earlier after name approval but before incorporation the partners need to take DPIN/DIN but now there is no such provision is applicable. Now those persons can also apply for the LLP registration without having DIN/DPIN because the partners can apply for their DPIN/DIN in the same incorporation form which is now get changed into FiLLiP from FORM-2.
  • Now there is only there step to incorporate an LLP:
  1. Name reservation
  2. Taking DSC (Digital Signature Certificate)
  3. DPIN/DIN and Incorporation of LLP
  • There is not only changes in the incorporation form and process but also get some changes into another form and these are:
  • Addendum to FORM 2 which is for the details given in respect of designated partner and partners of LLP which is not provided in the corresponding form FiLLiP which is now get replaced by the form Addendum FiLLiP. The SRN of Form 1 is substituted with the RUN-LLP SRN.
  • FORM 5 remains the same form only after making a few amendments in it. The SRN of FORM 1 is also allowed to pre-fill in the FORM if it is approved by the MCA before this notification but the FORM 5 still not filed and if the form is filed it will remark as re-submission and the applicant need to file the new forms.
  • FORM 17 is application and statement for conversion of a firm into LLP is also remains the same by making a minor modification in the form.
  • FORM 18 is the application and statement for conversion of a private company/ unlisted public company into LLP, this form also remains the same only a few amendments are made in the form.

 NEW RULES FOR FILING LLP FORMS ARE:

  • Maximum two DINs/DPINs is allocated through FiLLiP
  • In case none of the Designated Partners has DIN/DPIN, the form can now be signed by providing PAN details of the Designated Partners.
  • If the name is not applied and approved through RUN-LLP, the user can apply the name through FiLLiP but the only name is allowed to apply in form FiLLiP.
  • DPIN/DIN/DSC is now no more required for the name reservation.
  • The same user login id which was used for reservation of name through RUN-LLP has to be used for submitting and uploading FiLLiP.

It is advisable to get familiar with the Limited Liability Partnership Rules 2009 along with the amendments made for the incorporation of LLP before applying for the LLP registration so it is always better to take professional assistance for the registration of an LLP.

What Business To Start In India?

Many of us at some point in our lives give it a thought that we should try our luck in business what with all the success stories of extraordinary businessmen who started from nothing and reached to a worth in millions of dollars, some of them even billions. All these tend to have a good impact on our mind and make us think running a business will help us to achieve whatever we want in our lives because of its brilliant scope of unlimited earnings. All of this glittering ideas however also tend to make people frustrated and eventually, they leave the field of business and plan on to other things.

Before we move on to the top businesses which you can carry out in India, it must be understood in the first place that, running your own business is more difficult than doing a fixed job. Establishing a successful business requires a lot of resources, strength, intelligence, ability to sell your ideas and finally, the willpower to strive through failure. You have a big chance of failing in your business eventually but those who do not get demotivated from all these and carry on their work are the ones who make it through.

So in this article, we will be discussing with you some amazing business ideas which you can think of investing in and make it worth it. Let us have a look at what business to invest in India.

Wine Shop- One of the most interesting and at the same time profitable business that you can choose to invest in is a wine shop. Wine shops require a huge investment which is divided into a lot of things like the license to sell wine and liquor, the cost of building the store, hiring employees, keeping the right amount of stock etc. But at the same time, you also have a good opportunity to gain exemplary profits from your investment if you set up a wine shop wisely.

Tourism Agency- India is one of the most important and popular tourist destinations in the world. So why not make the full use of it? Several tourism agencies have earned in six-digit figures by carrying out different tours all over the country. Since people love to travel to different places, you will be able to gain a good profit by asking for the right price from them for the tour. You can also plan international tours as well when you reach a certain stable and successful position in the business.

Fast Food Joint- In this fast pacing world, we have tended to change the way we eat our food as well. The people of India love food and especially fast food. So you can put your money to start a fast food joint. Decide on which cuisine or style of food you would be providing to the people. Understand the demand which the people have in your vicinity and also maintain good food quality and standard. With time as customers will grow, your profits will start increasing as well.

Real Estate Agency- As we all know, the real estate sector can provide you with the scope to earn a lot. There are a lot of investments made in this sector and if you choose to do it wisely and in an intelligent manner, you will be able to become successful real quick. You can buy and sell properties, you can put properties on rent or lease, you can also build your own property and lent them out to others. Whatever you choose to do, real estate can be the business you always wanted.

Super Speciality Store- People need to buy a lot of different things for their daily and monthly household needs. So you can make good profits by providing them with all these products. Super speciality stores have the stock for several products like food items, garments, equipment, gadgets etc. All in all, they are like a one stop place for everything one can think to buy. Even though it requires a good amount of investment to start such a store, it is very profitable.

Photography Agency- People tend to hire photographers frequently for different types of occasions they host. So to capture some good memories, people require a talented photographer to come and click a lot of pictures. Therefore, you can choose to start a photography agency where you can hire some good photographers and send them out on assignments for different projects and people. You can earn a good amount of money when you gain a good reputation and people call you to take care of their photography requirements.

Web Designing Agency- In the recent years there has been a huge increase in popularity in the field of website and internet. You can choose to invest in and start a web designing agency and help people to set up their own websites. Designing a website requires a lot of different work and knowledge. Therefore most of the people out there have no idea what web designing actually deals with. So you can provide them with a good website and in return, you can expect a good amount of profit from them.

Security Agency- with the residential and commercial spaces increasing at a rapid rate every year, people require good Security Services so that they can keep their properties safe. Therefore different security agencies are having a good time providing security facilities to these people who want to safeguard their business or property. You can therefore also choose to invest in a security agency and set up your own. With time as people will know more about your business and the kind of quality you provide you will start earning in huge numbers.

Coaching Centre- Education is an integral part of all of our lives. Nowadays education has become more popular and people are educating themselves more than ever. Therefore you can choose to start a coaching centre where you can teach different students who have education requirements related to various fields. Most of the time people are ready to invest a lot of money in these centres because they provide with effective and helpful educational resources.

Spa And Salon- People are often tired due to their hectic schedule and therefore they look for different ways to rejuvenate themselves. Therefore you can choose to start a spa and salon business and with time start increasing your profits. You must provide with excellent services and the kind of amenities that the people have in demand. If people are satisfied with them they will be visiting your store more often and also recommend it to others. So this business has a huge potential to turn your income into multiple figure digit.

If you have read the article until this point then you are now aware of different business ideas in which you can choose to invest in and to start any business you need to register that business. You can register your business online. Always remember that no one can assure you that you can become successful by running a certain type of business. However hard and smart work will always help you achieve whatever you aim for in your life and the same goes for business.

Private Limited Company vs Public Limited Company

Ever confused between the two! Let us start with the basics.

What is a company? It is an artificial person, identified by law i.e. it comes into existence through a legal process. It can also be defined as an association of people, forming a separate legal entity, having limited liability, perpetual succession and a common seal.

Limited liability –Every member or shareholder of a company has limited liability i.e.none is individually liable to pay off company debts. Personal assets of individuals involved are not at risk in case the company goes bankrupt.

Perpetual succession –A company continues to run even if any of the member, owner or shareholder goes bankrupt, dies, transfers his shares or exits the company by force or at his own will.

Common seal –It is a rubber stamp having the name and the business number of the company.

Broadly classifying, a company can be of two types: ‘Public Limited’ or simply ‘Limited’ companies and ‘Private Limited’ companies. Both of them can be formed by registering under the Indian Companies Act 2013 or any other previous Act. They are the voluntary associations with differences in their structure, minimum paid up capital, an invitation to the public, no. of restricting rules etc.

Minimum requirements to start a companyFeaturesPublic Limited companyPrivate Limited company
DefinitionOwned and traded publicly.Owned and traded privately.
Minimum paid up capitalRs. 5,00,000.There was a limit on minimum capital of Rs. 1,00,000. However, it has been relaxed in the Companies Amendment Act, 2015.
Minimum members required for the composition72
Maximum membersNo restrictions. It can have an unlimited number of members in its hierarchy.Restricted by only a maximum 200 participating members.
Minimum no. of directors32
Suffix (mandate to be added in the company name)Limited.The name must necessarily end with ‘Private Limited’.
Mandatory registrationFirst, a company must obtain ‘Certificate of incorporation’, then ‘certificate of commencement of Business’.Thereon, it can start its business.A company can start its business just after receiving a ‘Certificate of incorporation’.
Minimum mandatory restrictions while running a company The issue of prospectus or company account statementsYes, mandatory.Not a compulsion. Depends on the decision of company directors.
TransparencyThe true financial position of the company is clear to owners, investors and shareholders (public). It determines the market value of a company.Financial statements are internal matters of company owners and shareholders. They are not transparent to the general public.
Involvement of publicIt can invite the general public to subscribe shares of the company. It can issue registered securities such as Initial Public Offering (IPO) and Follow-on public offer (FPO).It cannot invite the general public to become a shareholder of the company.
A quorum at Annual General Meeting (AGM)Presence of at least 5 members is required.At least 2 members should be present in person.
Statutory meetingCompulsory to call a statutory general meeting.Not a mandate, depends on the company needs.
Transfer of sharesThe shareholders can freely transfer their shares.The share of any member cannot be transferred to anyone unless other shareholders give their consent.
LiabilityThere are restrictions on selling company assets to pay any liabilities.Members or shareholders can sell company assets to pay any debts.

 

Private Limited Company vs One Person Company

The company is a broad term, having varied structures, restrictions, rules and liabilities. It can be public limited, private limited, nidhi company, one person company etc. Among all, one person company is the most unheard of. Comparatively, it is a newer concept in India, but more common in other countries.

Private Limited Company (PLC): It requires minimum two members or shareholders to incorporate. The restriction on a maximum number of shareholders is 200. The shareholders can be persons or companies, including foreign companies. They are further categorised as Private Limited Company – Limited by Shares and Private Limited Company – Limited by guarantee.

One Person Company (OPC): It is mainly a sole proprietorship, having advantages of limited liability and corporatization. It opportune individual entrepreneurs, since OPC can be formed with just one Director and one member.

Private Limited Company and One Person Company are closely similar to each other, in terms of their structure, minimum member requirement, suffix mandates etc.

  1. Both are governed by Companies Act 2013.

  2. Both need to be registered under the Ministry of Corporate Affairs. In other words, ‘Certificate of Incorporation’ is a mandate to start a business.

  3. Both types of companies are separate legal entities. The individual owners, shareholders or members are not liable to pay debts or losses of the business through personal assets.

  4. Taxation rules on income generated from the business are same, as per the rates defined in the provisions of the Income Tax Act.

  5. An auditor is obligatory to be appointed within 30 days from the date of incorporation. This condition is irrespective of share capital or turnover of the company.

Having a base understanding of both the forms, here’s a detailed list of differences between the two:

Features

Private Limited Company

One Person Company

Mandate suffix in company name

Private Limited

OPC Private Limited

Minimum paid-up capital required

There was a limit on minimum capital of Rs. 1,00,000. However, it has been relaxed in the Companies Amendment Act, 2015.

No necessary requirement on minimum capital. However, when minimum capital exceeds Rs. 50 Lakhs, it becomes a mandate to convert OPC to a PLC.

Minimum and maximum number of members

2-200

Minimum and maximum 1 member is allowed.

Minimum and maximum number of directors

2-15

1-15

Conversion

A PLC is inconvertible to OPC.

An OPC can be converted to PLC if it meets any one of the following conditions:

1. It has completed two years after its incorporation.

2. Minimum paid-up capital has exceeded Rs. 50 lakhs.

3. Its turnover has exceeded the threshold limit.

Transferability of shares

Shares can be transferred easily with the consent of other shareholders.

Memorandum of Association needs to be altered to transfer shares.

Board meeting

It is a mandate to hold a quarterly board meeting. The maximum gap between two meetings can be 120 days.

It is a mandate to hold a biannual board meeting i.e. every 6 months. There must be at least 90 days between the two meetings. In case of one director, there is no compulsion of the board meeting.

HOW TO CHOOSE NAME FOR COMPANY?

A very initial and important step is to choose a name for the business and apply for its registration. But choosing a correct name is not so easy. There are some rules framed by the government under the Companies Act, 2013, which the applicant needs to follow before making application to the Registrar. Section 4(2) & (3) and Rule 8 of Companies (Incorporation) Rules, 2014 is applicable for the name of the company only.

As per Section 4(2) of the Companies Act, 2013: the name of the company shall not:

  • Be identical with and resemble too nearly to the name of the existing company registered under this Act or any other previous law
  • Its use by the company:-
    • Will constitute an offence under any law for the time being in force; or
    • Is undesirable in the opinion of Central Government

As per Section 4(3) of the Companies Act, 2013: Without prejudice the provision of section 4(2), the company shall not be registered with the names which contain-

  • Any word or expression which is likely to give the impression that the company is involved in any patronage activity of the Central Government, State Government, local authorities, etc. or
  • Such words or expressions as may be prescribed.

Rule 8 of Companies (Incorporation) Rules, 2014: It contains the provisions relating to undesirable names

  • In determining whether a proposed name is identical with another, the difference on account of the following shall be disregarded:-
  1. The words like Private Limited, Pvt Ltd, (P), Limited, Ltd, LLP, etc;
  2. Words at the end of the name- company, and company, co. corp, etc;
  3. Plural version of any word appearing in the name of the company;
  4. Type and case of the letter, the spacing between letters and punctuation marks;
  5. Joining the word together or separating them doesn’t make any difference;
  6. Use of a different tense or number of the same word doesn’t make any difference;
  7. Using different phonetic spelling or spelling variation shall not be considered as any difference
  8. Mispelt words whether intentionally mispelt or not;
  9. The addition of internet related words like, .com, .org, .in, .co, .edu, etc;
  10. The addition of a word like New, Modern, Shri, Shree, Sai, Jai, Sir, etc; does not make any distinguishable identity if the applied name is similar or identical with an existing company
  11. Different combination of a word like “(NAME) Medical and Healthcare Private Limited” by “(NAME) Healthcare and Medical Limited” is not considered as a difference
  12. If the proposed name is the translation word or Hindi or English
  •   The name shall be considered undesirable, if:
  1. It attracts the provisions of section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950)
  2. It includes the names of a trademark registered or applied for registration under Trademark Act, 1999 unless the consent of the owner or the applicant for registration has been taken or produced by the promoters.
  • It includes any word or words which are offensive to any section of the people.
  1. The name shall also be considered undesirable, if-
  2. the proposed name is identical with or too nearly resembles the name of a limited liability partnership,
  3. [Omitted]
  • the company’s main business is financing, leasing, chit fund, investments, securities or a combination thereof, such name shall not be allowed unless the name is indicative of such related financial activities, viz., Chit Fund or Investment or Loan, etc.;
  1. it resembles closely the popular or abbreviated description of an existing company or limited liability partnership;
  2. the proposed name is identical with or too nearly resembles the name of a company or limited liability partnership incorporated outside India and reserved by such company or limited liability partnership with the Registrar:

Provided that if a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian state or city, if otherwise available;

  1. any part of the proposed name includes the words indicative of a separate type of business constitution or legal person or any connotation thereof e.g. co-operative, sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, etc.,
  • the proposed name contains the words ‘British India’;
  • the proposed name implies association or connection with embassy or consulate or a foreign government;
  1. the proposed name includes or implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in Government;
  2. [Omitted]
  3. the proposed name is identical to the name of a company dissolved as a result of liquidation proceeding and a period of two years have not elapsed from the date of such dissolution:

Provided that if the proposed name is identical with the name of a company which is struck off in pursuance of action “or under section 560 of the Companies Act, 1956” then the same shall not be allowed before the expiry of twenty years from the publication in the Official Gazette being so struck off;

  • it is identical with or too nearly resembles the name of a limited liability partnership in liquidation or the name of a limited liability partnership which is struck off up to a period of five years;
  • the proposed name include words such as ‘Insurance’, ‘Bank’, ‘Stock Exchange’, ‘Venture Capital’, ‘Asset Management’, ‘Nidhi’, ‘Mutual fund’ etc., unless a declaration is submitted by the applicant that the requirements mandated by the respective regulator, such as IRDA, RBI, SEBI, MCA etc. have been complied with by the applicant;
  • the proposed name includes the word “State”, the same shall be allowed only in case the company is a government company;
  1. the proposed name is containing only the name of a continent, country, state, city such as Asia limited, Germany Limited, Haryana Limited, Mysore Limited;

the name is only a general one, like Cotton Textile Mills Ltd. or Silk Manufacturing Ltd., and not Lakshmi Silk Manufacturing Co. Ltd;

  • [Omitted]
  • the proposed name includes the name of any foreign country or any city in a foreign country, the same shall be allowed if the applicant produces any proof of the significance of business relations with such foreign country like Memorandum Of Understanding with a company of such country:

Provided that the name combining the name of a foreign country with the use of India like India Japan or Japan India shall be allowed if, there is a government to government participation or patronage and no company shall be incorporated using the name of an enemy country. Explanation.- For the purposes of this clause, enemy country means so declared by the Central Government from time to time.

  •  Omitted
  • Omitted
  • The applicant shall declare in affirmative or negative ( to affirm or deny ) whether they are using or have been using in the last five years, the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if, yes details thereof and No Objection Certificate from other partners and associates for use of such name by the proposed Company or LLP, as the case may be, and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not .
  • The following words and combinations thereof shall not be used in the name of a company in English or any of the languages depicting the same meaning unless the previous approval of the Central Government has been obtained for the use of any such word or expression-

(a) Board;

(b) Commission;

(c) Authority;

(d) Undertaking;

(e) National;

(f) Union;

(g) Central;

(h) Federal;

(i) Republic;

(j) President;

(k) Rashtrapati;

(l) Small Scale Industries;

(m) Khadi and Village Industries Corporation;

(n) Financial 8[Omitted] Corporation and the like;

(o) Municipal;

(p) Panchayat;

(q) Development Authority;

(r) Prime Minister or Chief Minister;

(s) Minister;

(t) Nation;

(u) Forest corporation;

(v) Development Scheme;

(w) Statute or Statutory;

(x) Court or Judiciary;

(y) Governor;

(z) the use of word Scheme with the name of Government (s) , State , India, Bharat or any government authority or in any manner resembling with the schemes launched by Central, state or local Governments and authorities; and

(za) Bureau

  • For the Companies under section 8 of the Act, the name shall include the words foundation, Forum, Association, Federation, Chambers, Confederation, council, Electoral trust and the like etc. Every company incorporated as a “Nidhi” shall have the last word ‘Nidhi Limited’ as part of its name.
  • The names released on change of name by any company shall remain in database and shall not be allowed to be taken by any other company including the group company of the company who has changed the name for a period of three years from the date of change subject to specific direction from the competent authority in the course of compromise, arrangement and amalgamation.