LLP ANNUAL COMPLIANCE CALENDAR
Table of Contents
Definition of LLP
A Limited Liability Partnership (‘LLP’) is a limited partnership formed and registered under LLP Act, 2008. A Limited Liability Partnership is popularly known as ‘LLP’. LLP has unique combinate of limited liability of private company and concept of partnership. LLP Annual Compliance Calendar
The formation and regulation of limited liability partnerships is governed by Limited Liability Partnership Act, 2008 (‘LLP Act’) and the rules made thereunder i.e. Limited Liability Partnership Rules, 2009 (‘Rules’).
Salient Features of LLP
The following are salient features of an LLP:
· Corporate Body Structure
LLP is a body corporate formed and incorporated under LLP Act
· Separate Legal Entity
LLP is a legal entity separate from its partners
· Perpetual Succession
A limited liability partnership shall have perpetual succession.
· Limited Liability
Liability of partner is limited to the amount of contribution made by them
· Changes in Partners
Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
· Non-applicability of Partnership Act, 1932
The provisions of the Indian Partnership Act, 1932 shall not apply to a LLP.
· Who can be partners in LLP
Any individual or body corporate may be a partner in a limited liability partnership.
Criteria for number of partners in LLP
The following criteria for number of partners in LLP:
- Minimum of Partners: There should be minimum 2 (two) partners in a LLP. Further, every LLP shall have at least 2 designated partners out of which at least 1 partner should be resident in India.
- Maximum of Partners: There is no maximum number of partners has been defined in the Act, thereby meaning no maximum limit has been defined.
Who regulates LLP LLP Annual Compliance Calendar
LLP is being regulated by Registrar of Companies (‘RoC’). All filings by LLP has to be made to MCA (‘Ministry of Corporate Affairs – Government of India’)
MCA/ROC Compliances for LLP
The following is key compliances for an LLP:
- Contribution by Partners:
LLP agreement defines the quantum of contribution to be made by partners. Each partner has to contribute the amount committed as per agreement.
- Maintenance of books of accounts:
Every LLP has to maintain books of accounts so that affairs of the business is known and all regulatory filings can be made.
- Annual Compliances:
- LLP 8 – Statement of Account and Solvency has to filed with ROC within a period of 30 days after end of 6 months of the financial year
- LLP 11 – Annual Return has to filed with ROC within a period of 60 days after end the financial year.
Maintenance of books of accounts:
Every LLP has to maintain books of accounts
- Sum of money received, or expenditure made
- Statement of assets and liabilities
- Statement of cost of goods purchased; inventories; and cost of goods sold
- Any other particulars as the partner may decide
LLP Annual Return
The following two critical annuals return needs to be filed by LLP:
LLP-8: Statement of Account & Solvency
The statement of Account and Solvency is filed through LLP Form no 8 is divided into 2 parts:
- Part A – Statement of Solvency containing the followings:
- Declaration that turnover exceeds Rs 40 Lakhs or not
- Declaration that obligation of contribution exceeds Rs 25 Lakhs or not
- Declaration that Partners have taken proper care and responsibility for maintenance of adequate accounting records and preparation of accounts
- Charge related disclosure creation of charges or modification or satisfaction thereof
- Part B – Statement of Account
- Statement of Assets & Liabilities
- Statement of Income & Expenditure
- Mandatory disclosures under Micro, Small and Medium Enterprises Development Act, 2006 (MSME Disclosures)
- Statement of contingent liabilities not provided for, if any
- LLP -8 needs to be filed within a period of thirty days after end of six months of the financial year
- LLP -8 needs to be sign digitally by partners (with DSC)
- Professional Certification is required
LLP 11 – Annual Return
The statement of Annual Return contain followings:
- Basic details of LLP and the same is pre-filled information
- Busines Classification (business, profession, service, occupation, others)
- Number of partners
- Total obligation of contribution of partners of the LLP
- Total contribution received by all partners of the LLP
- Details information of individual(s) as partners
- Details of bodies corporate as partners, if applicable
- Attachment: Details of LLP and/ or company in which partner/ designated partner are a director/ partner (It is mandatory to attach this detail in case any partner/ DP is a partner in any LLP and/ or director in any company)
- Due date of filing: LLP-11 needs to be filed within a period of sixty days after end the financial year.
- DSC: The eForm LLP-11 should be digitally signed by the designated partner (DP) of the LLP.
- Professional Certification:
- In case total obligation of contribution of partners of the LLP exceeds Rs. 50 lakhs or turnover of LLP exceeds Rs. 5 crores, then the eForm LLP-11 needs to be certified by a Practicing Company Secretary.
- In case total obligation of contribution of partners of the LLP does not exceed Rs. 50 lakhs and turnover of LLP does not exceed Rs. 5 crores, then the eForm LLP-11 needs to be certified by the designated partner of the LLP.
- Re-submission: There is no provision for re-submission of eForm LLP-11.
Audit Requirement for LLP
The accounts of LLP has to be audited in the following circumstances:
- whose turnover in any financial year exceeds 40 lakh rupees, or
- whose contribution exceeds 25 lakh rupees.
The LLP audit report can be obtained from Practicing Chartered Accountant post completion of LLP audit.
LLP Annual Compliance Calendar
