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Limited Liability Partnership

Governing Authority

For establishment of LLP in India, approval of Registrar of Companies is required.

Governing Law

Limited Liability Partnership Act, 2008 and the rules and regulations made there under.

Eligibility

Foreign Direct Investment in LLP is governed by the provisions of Press Note 1 of 2011 issued by Department of Industrial Policy and Promotion.The summary provisions of Press Note 1 of 2011 are as follows:

  1. FDI in LLP will be allowed after obtaining approval of FIPB
  2. FDI in LLP will be allowed only in those sectors where 100% FDI is allowed, through the automatic route and there are no FDI-linked performance related conditions like minimum capitalization etc.
  3. LLP with FDI will not be allowed to operate in agricultural/plantation activity, print media or real estate business.
  4. An Indian company, having FDI, will be permitted to make downstream investment in an LLP only if both-the company and the LLP- are operating in sectors where 100% FDI is allowed, through the automatic route and there are no FDI-linked performance related conditions.
  5. LLPs with FDI will not be eligible to make any downstream investments, which mean LLP having FDI, cannot make further investment in LLP or companies engaged in any business, even though 100% FDI is allowed under those sectors.
  6. In case the LLP with FDI and has a body corporate as its designated partner then such body corporate should only be a company registered in India under the Companies Act, 1956 and not any other body, such as an LLP or a trust.

Time Period

There is no particular time limit as to the duration of an LLP. An LLP shall carry on its business in India till the time it is wound under the provisions of Limited Liability Partnership Act, 2008.

Permitted Activities

LLP can carry on the business activities as permitted by Foreign Direct Investment policy of India.

The Following issues are to be decided upfront:
 • Deciding Partners and Designated Partners of LLP.
 • Contribution to be done by the Partners.
 • Deciding the name of the LLP.

Flow Chart- Incorporation of LLP in India:

Obtaining approval of Foreign Investment Promotion Board: If the FDI is involved in LLP.

Deciding the Designated Partners and partners for formation of LLP.

Obtaining Director Identification Number and Digital Signature Certificate of the Designated Partner.

Filing application to the Registrar of LLP for approval of the proposed name of the LLP.

Drafting of LLP agreement and Filing of Incorporation Documents with Registrar.

Follow up with and obtaining the Certificate of incorporation of LLP.