Limited Liability Partnership (LLP)
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Q.1.     What is a limited liability partnership (LLP)?

Ans.     LLP means a partnership formed and registered under the Limited Liability Partnership Act, 2008 (LLP Act, 2008). Following are some of the salient features of LLP in India:

• LLP is a body corporate and a legal entity separate from its partners;
• LLP has perpetual succession and the liability of partners is limited to their agreed contribution to the LLP;
• LLP Act, 2008 offers flexibility to the partners to devise the agreement as per their choice;
• LLP can be formed by two or more partners.  An individual or a body corporate can be a partner in an LLP;
• LLP is required to have at least two designated partners who are individuals responsible for compliance with the provisions of the LLP Act and, at least, one of whom should be resident in India.

Q.2.     Who is the governing authority?

   Government of India passed the LLP Act, 2008, in January 2009.  Accordingly, all LLPs constituted after January 2009 are governed by the LLP Act, 2008. LLPs are administered by the Ministry of Corporate Affairs through the Registrar of LLP.

Q.3.     How are profits of LLPs taxed in India?

   LLPs are taxed akin to partnership firms in India.  Currently, LLPs are taxed at the rate of 30.90% (including education cess of 2% and secondary and higher education cess of 1%) on the net income.  Further, dividend distribution tax does not apply on distribution of profits by LLPs. Further, if the LLP’s tax liability is less than 18.5% of its book profits, the book profits are deemed to be total income and Minimum Alternate Tax at the rate 18.5% (plus applicable surcharge and education cess) of book profits is levied.

Q.4.     Whether FDI is allowed in LLP?

    Government of India has in 2011 modified the FDI policy to permit FDI in LLPs.   The following are the key conditions for foreign investment in LLP:

• FDI in LLPs is allowed only in “open” sectors (i.e. sectors in which 100% FDI is permissible under Automatic route), subject to prior Government approval. Further, it has been provided that FDI in a LLP would not be allowed where there are  performance linked conditions;
• LLPs with FDI will not be allowed to operate in agricultural / plantation activity, print media or real estate business;
• LLPs with FDI will not be eligible to make any downstream investments;
• Foreign institutional investors / foreign venture capital investors are not permitted to invest in LLPs;
• LLPs are not permitted to avail External Commercial Borrowings;
• Indian companies with FDI are permitted to make downstream investment in LLPs only if both the Indian company and the LLP operates in sectors where 100% FDI is permitted under automatic route and no performance linked conditions are attached;
• Foreign capital participation in the capital structure of the LLPs will be allowed only by way of cash received by inward remittance through normal banking channels or by debit to NRE / FCNR account of the person concerned;