Introduction
A Limited Liability Partnership (LLP) is a corporate body with its legal entity. With the implementation of the Limited Liability Partnership Act 2008 and the publication of the LLP Rules of 2009, the benefits and requirements of a Partnership firm or corporation are elaborated. Section 3 of the act implies that an LLP is a corporate body established and incorporated under the act and is a distinct legal entity from its partners or members. LLPs are an adaptable legal and tax structure that lowers partners’ liability for each other’s conduct while enabling partners to collaborate and take advantage of the scale of the economy. It provides the benefit by combining the Limited liability of a private limited company and the flexibility of a partnership firm.
LLPs make a Partnership form where each partner’s obligations are capped at the amount they invest in the company. It also prevents creditors from pursuing a partner’s assets or income in the event of a partnership failure.
Professional Businesses such as wealth managers, accounting firms and law firms frequently use Limited Liability Partnership (LLP).
Registration of the Limited Liability Partnership (LLP)
Limited Liability Partnership (LLP) registration offers benefits for the firm as well as the partners, though it is a requirement, due to the following reasons-
· LLP registration secures Legal Compliance for the sake of good opportunity for startups.
· It provides security and protection to the partners of the firm or corporation; in case the company undergoes any financial loss.
· It offers Tax-related advantages to the corporation.
· It has Perpetual existence.
· If the LLP does not touch certain turnover, they can be excused from the Audit requirements.
· To form an LLP there is no requirement of minimum capital.
· No finite number of Partners.
The general process of Registration of LLP:
- A Digital Signature Certificate (DSC) is required proof of the authenticity of the documents which are submitted online. Category 3 of the DSC is said to be the most secure certificate.
- Apply Designated Partner Identification Number (DPIN).
- Limited Liability Partnership (LLP) name.
- Incorporation for Limited Liability Partnership (LLP), via FiLLiP (Form for incorporation of Limited Liability Partnership).
- Filing of Limited Liability of Partnership (LLP) Agreement.
The Document required for the LLP registration (of Partners & the LLP)
Of Partners-
· Photograph of the partner
· PAN card or any other Government-approved Document.
· Residential Proof of the Partners.
· Passport of the Partners (in case of a different nationality).
Of LLP-
· Digital Signature Certificate (DSC).
· Registered Office Address proof.
Criteria for LLP Registration-
· Unique Name of the LLP.
· DPIN of all the partners.
· DSC of the partners.
· LLP Agreement.
· Proof of Registered office.
· Any Capital share.
· Minimum two partners
Registration of LLP in Kerala
In Kerala, the Registration of LLP requires a minimum of two partners, a Registered Office in Kerala, the Legal Contact Address of the partners and the Authentic Address of the Office. Proper watch at the good Corporate Governance of the LLP.
The authentic details of the LLP and the Partners, as well as the legal Compliance for the filing process of the LLP. Permanent Account number and Aadhaar details. Compliance with these factors will provide the outcome of the well-established and legally authentic Limited Liability Partnership in Kerala.
Requirement for the (Online) registration of LLP in Kerala
· LLP office Registration Agreement, the Office can be residential or commercial.
· Passport-size photograph for the LLP application form.
· Aadhaar Card of the LLP Partners.
· PAN Card of the Partners.
· Authentic location of the LLP office.
· Utility bills which do not have to be older than 2 months, bills such as (electricity bills, gas bills etc.)e bills have to contain the address of the premise.
Eligibility requirement of partners for Registration of LLP in Kerala-
· Minimum two partners.
· Partners must be major (18 years old).
· They can be of any Nationality.
· If the partner is of a different Nationality, the submission of a copy of the passport is necessary.
· No requirement of Capital share for partners to form LLP.
· At least one Partner must be of Indian Origin.
· Many Partners or companies can come together to become partners in the Firm.
Process of registration of LLP in Kerala
1. Uniqueness of the Name-
Selection of the unique – Confirm it by trademark website and Ministry of Corporate Affairs (MCA) Portal – The name should be filed using Reserve Unique Name-Limited Liability Partnership (RUN-LLP)
(The name of the LLP will be registered by the registrar only if there is no trademark issue. If not approved, then the resubmission should take place within 15 days.)
2. Digital Signature Certificate (DSC): Class 3 Digital Signature Certificate of all the partners is a very crucial part of LLP registration.
3. Incorporation Form: Form for Incorporation of Limited Liability Partnership (FiLLiP) with the registrar under the jurisdiction. The Incorporation form should contain the following details-
· Partners Detail
· KYC of all document
· NOC and Office registration proof
· Implied Consent of all the partners
· Practicing CA/CS certification
4. Submission of LLP Agreement: LLP Agreement should be filed within 30 days of its registration – The agreement must be notarized and stamped by the prescribed state government.
Stamp Duty and Registration of LLP with its Advantages in Kerala
Unlike other States in India, Kerala Stamp Duty does not vary. The Stamp Duty of Registration of LLP in Kerala is 1% of the Capital Contribution. The minimum cost is Rs. 200 and the maximum charge is Rs. 5000.
And the registration charge in Kerala is Rs. 8,499.
Note: – To check the status of the Registration of LLP in Kerala, the Ministry of Corporate Affairs (MCA) website is used, and then it will be processed at the Central Registration Centre (CRC). It is so because the whole Registration process of LLP in Kerala is performed Online.
Process includes-
i. MCA website
ii. LLP Master data
iii. Corporation Identification Number (CIN) of the company
iv. Enter the captcha
v. Submit.
The following chart contains the LLP registration documents and its fees in Kerala:
|
Registration of LLP |
Fees |
|
Stamp Duty |
Rs. 1,500 |
|
Digital Signature Certificate (DSC) |
Rs. 3,000 |
|
Professional Fee |
Rs. 3.999 |
|
Total Cost |
Rs. 8,499 |
Whereas, the other states have very fluctuating Stamp Duty and registration charges/rates. For example, Madhya Pradesh has minimum charges of Rs. 2000 and Maximum of Rs. 10,000. Karnataka has charges of Rs. 2000. Gurgaon or Haryana have a fixed amount of Rs. 1000.
The Advantages of LLP Registration in Kerala
Ø Limited Liability: The business and the partners have separate Liabilities.
Ø Tax Efficiency: Dodging of double taxation by the corporation, LLPs benefit from tax advantages.
Ø Operational Flexibility: LLPs relish minimum compliance and operational flexibilities than the Corporations.
Ø No Capital requisite: In LLPs, there is no minimum capital required, which eventually makes it more efficient for small businesses and startups.
Conclusion
To guarantee collaborative decision-making and job sharing within the corporate framework, an LLP in Kerala needs a minimum of two partners. Additionally, the LLP’s legal contact address must be a listed office location in Kerala. Effective governance and operational efficiency are ensured by the chosen partners’ compliance and administration of the LLP. Other requirements for the LLP filing process include partner identification, legal compliance, and providing their Aadhaar data and Permanent Account Number.
Therefore, these elements serve as the foundation for a legally sound and well-run limited liability partnership in Kerala, enabling enterprises to establish limited liability protection and operational independence.