Limited Liability Partnerships Quiz
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Questions and Answers

Which of the following is excluded from the definition of Body Corporate?

  • Corporation Sole (correct)
  • LLP registered under the Act
  • Co-operative Society (correct)
  • Company incorporated outside India

What does the term 'Financial Year' mean in the context of LLPs?

  • 1st January to 31st December
  • 1st April to 31st March of the following year (correct)
  • Entire calendar year
  • 15th October to 31st March

Which of the following statements about Partners in an LLP is correct?

  • An undischarged insolvent can be a partner
  • A body corporate cannot be a partner
  • A person declared of unsound mind can be a partner
  • An individual of sound mind can become a partner (correct)

What qualifies an LLP as a Small LLP?

<p>Both contribution and turnover within certain limits (A)</p> Signup and view all the answers

Which of the following can become partners in an LLP?

<p>Another LLP (C)</p> Signup and view all the answers

What is a Foreign LLP?

<p>An LLP formed in a foreign country with an Indian presence (C)</p> Signup and view all the answers

Which of the following is true regarding the Indian Partnership Act, 1932?

<p>It does not apply to LLPs except as provided otherwise (A)</p> Signup and view all the answers

Under which condition can an individual not become a partner in an LLP?

<p>He has applied for adjudication as insolvent (A)</p> Signup and view all the answers

What happens to a partner's obligations upon ceasing to be a partner in an LLP?

<p>The partner remains obligated for the duration of their involvement. (B)</p> Signup and view all the answers

What must a partner do within 15 days of changing their name or address?

<p>Notify the LLP of the change. (C)</p> Signup and view all the answers

If a partner of an LLP has ceased to be a partner, what are they entitled to receive?

<p>Actual partner contributions and accumulated profits after losses. (A)</p> Signup and view all the answers

What is the penalty for failing to file changes related to partners with the Registrar of Companies (RoC)?

<p>Rs. 10,000 for LLP and designated partners. (B)</p> Signup and view all the answers

Under which condition is an LLP NOT bound by the actions of a partner?

<p>If the partner has no authority for the act in question. (D)</p> Signup and view all the answers

What happens if a former partner believes that the LLP will not file a notice of their cessation?

<p>They may file the notice with the RoC themselves. (B)</p> Signup and view all the answers

To whom does the obligation of the LLP belong?

<p>Solely to the LLP itself. (A)</p> Signup and view all the answers

What is true about the relationship between partners in an LLP?

<p>Partners are agents of the LLP but not of each other. (C)</p> Signup and view all the answers

Which of the following is a characteristic of a Limited Liability Partnership (LLP)?

<p>LLP has a perpetual succession. (C)</p> Signup and view all the answers

What does the term 'mutual agency' imply in the context of an LLP?

<p>Partners are agents of the LLP and not of each other. (C)</p> Signup and view all the answers

Which of the following best describes the liability of partners in an LLP?

<p>Liability of partners is limited to their capital contribution. (B)</p> Signup and view all the answers

What is the primary purpose of the LLP Act, 2008?

<p>To offer a flexible and limited liability structure for partnerships. (B)</p> Signup and view all the answers

Which schedule of the LLP Act addresses the rights of partners in the absence of a formal agreement?

<p>First Schedule (A)</p> Signup and view all the answers

What does the term 'limited liability' signify in the context of an LLP?

<p>Partners can only lose their agreed contribution in case of debts. (C)</p> Signup and view all the answers

Which of the following is not a feature of an LLP?

<p>Ability to issue shares publicly (B)</p> Signup and view all the answers

Which action is addressed in the Second Schedule of the LLP Act, 2008?

<p>Conversion of a private company into LLP (A)</p> Signup and view all the answers

What must be included in the incorporation document of an LLP?

<p>A statement of compliance with the Act and rules (D)</p> Signup and view all the answers

Who can make the statement of compliance in the incorporation document?

<p>An advocate, CA, CS, or Cost Accountant engaged in formation, along with any subscriber (A)</p> Signup and view all the answers

What is the penalty for making a false statement in the incorporation document?

<p>Imprisonment up to 2 years and a fine ranging from Rs. 10,000 to Rs. 5 lakhs (D)</p> Signup and view all the answers

What is required for the registration of an LLP's incorporation document?

<p>Submission of incorporation documents to the Registrar of Companies (C)</p> Signup and view all the answers

What is a consequence of failing to file a notice for a change in the registered office?

<p>A fine of Rs. 500 per day, up to Rs. 50,000 (C)</p> Signup and view all the answers

How long does the Registrar have to register the incorporation document after receipt?

<p>14 days (D)</p> Signup and view all the answers

What is the nature of an LLP as per the incorporation rules?

<p>It incorporates with a profit motive (A)</p> Signup and view all the answers

What document serves as conclusive evidence of the incorporation of an LLP?

<p>Certificate of incorporation (A)</p> Signup and view all the answers

What types of contributions can a partner make under the Limited Liability Partnership Act, 2008?

<p>Contributions can include tangible and intangible property. (B)</p> Signup and view all the answers

According to the LLP Act, who can enforce a partner's obligation to contribute?

<p>A creditor who extends credit based on the LLP agreement. (B)</p> Signup and view all the answers

What is required regarding the maintenance of books of account under Section 34?

<p>Proper books of account must be maintained on a cash or accrual basis as per double entry system. (A)</p> Signup and view all the answers

What is the maximum penalty for non-compliance in filing with the Registrar of Companies (RoC)?

<p>Rs. 100/day up to Rs. 1 lakh. (A)</p> Signup and view all the answers

When must an LLP file its annual return according to Section 35?

<p>Within 60 days of the fiscal year end. (C)</p> Signup and view all the answers

Who is responsible for prescribing accounting and auditing standards under Section 34(A)?

<p>The Central Government in consultation with NFRA. (D)</p> Signup and view all the answers

What is the penalty for non-compliance with the maintenance of books of account?

<p>Rs. 25,000 to Rs. 5 Lakhs. (C)</p> Signup and view all the answers

What does Section 36 of the LLP Act pertain to?

<p>Inspection of documents by the registrar. (C)</p> Signup and view all the answers

What is the maximum imprisonment term for making a false statement in any return or document?

<p>2 years (B)</p> Signup and view all the answers

What is the monetary penalty for making a false statement in a return?

<p>Rs. 1 lakh to Rs. 5 lakhs (A)</p> Signup and view all the answers

What is the fine range for failing to provide information when required by the RoC?

<p>Rs. 2,000 to Rs. 25,000 (B)</p> Signup and view all the answers

What must occur for a compounding of offences to take place?

<p>An application must be made to RoC. (B)</p> Signup and view all the answers

What does the RD have the power to do concerning offences punishable by fine only?

<p>Compound such offences for a specified sum. (C)</p> Signup and view all the answers

How long must an offender wait before compounding a subsequent offence to avoid it being considered as a first offence?

<p>3 years (A)</p> Signup and view all the answers

What happens if an offence is compounded after the institution of prosecution?

<p>RoC must inform the court and discharge the offender. (B)</p> Signup and view all the answers

What is the maximum fine for failing to comply with an order directed by the RD during compounding?

<p>Twice the maximum fine of the original offence (A)</p> Signup and view all the answers

Flashcards

Limited Liability Partnership (LLP)

A legal entity separate from its partners, offering limited liability to its owners, while allowing flexible internal structures based on mutual agreements. Partners are liable to the extent of their contribution, not beyond.

LLP Agreement

A document that governs the internal workings of an LLP, including the roles, responsibilities, and obligations of partners, profit sharing, and dispute resolution mechanisms.

Mutual Agency in LLP

The legal principle that states that each partner in an LLP is an agent of the entity, and their actions bind the LLP. However, no individual partner can bind another partner without their consent.

Limited Liability in LLP

The partners in an LLP are only liable for the debts and obligations of the LLP up to the amount of their capital contribution.

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LLP Liability

The LLP's liability is not limited, and it is responsible for all its debts and obligations to the full extent of its assets.

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Perpetual Succession in LLP

The ability of an LLP to continue its operations even if its partners change, retire, or die.

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LLP Act, 2008

The LLP Act of 2008, which replaced the LLP Act, 1998, allowing LLPs to be registered and governed under one consistent set of rules.

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Conversion of Firm or Company into LLP

The act of converting an existing partnership firm or a company into an LLP, allowing them to benefit from LLP features.

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Body Corporate (LLP)

A company registered under the Limited Liability Partnership Act, 2008, including companies registered outside India notified by the Central Government.

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Business (LLP)

Includes any trade, profession, service, or occupation except activities excluded by the Central Government.

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Financial Year (LLP)

The period from April 1st of one year to March 31st of the following year. For LLPs incorporated after September 30th, the financial year ends on March 31st of the subsequent year.

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Foreign LLP

An LLP formed, incorporated, or registered outside India that establishes a place of business within India.

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Small LLP

An LLP meeting specific criteria: (i) Contribution of Rs. 5 crores or less. (ii) Turnover of Rs. 50 crores or less as per its accounts. (iii) Fulfillment of additional conditions prescribed by the government.

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Non-Applicability of Indian Partnership Act for LLPs

The Indian Partnership Act, 1932, does not apply to LLPs, except where specifically provided otherwise.

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Partners in an LLP

Individuals or body corporates can be partners in an LLP, excluding individuals declared of unsound mind, undischarged insolvents, or those who have applied for insolvency.

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Incorporation Document (LLP)

A document filed with the Registrar of Companies (ROC) to form an LLP, containing information about the partnership, partners, and business activity.

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Two or More Subscribers

A requirement for LLP formation, stipulating at least two individuals must legally agree to operate the LLP for profit.

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Compliance Statement

A statement within the incorporation document that ensures all legal requirements for forming an LLP are met, attested by a qualified professional (advocate, CA, CS, Cost Accountant) and one of the partners.

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Registered Office of LLP

The designated location where all official notices and communication will be addressed for an LLP.

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Incorporation by Registration

An LLP must be registered with the Registrar of Companies (ROC) within 14 days of submitting the necessary documents.

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Certificate of Incorporation

A certificate issued by the ROC confirming the registration of an LLP, along with its specific name, serves as legal proof of its existence.

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Penalty for Change in Registered Office

A penalty imposed on an LLP and its partners for failing to notify the ROC of a change in the registered office, with a daily fine up to Rs. 50,000.

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Advocate, CA, CS, Cost Accountant

Legal professionals like lawyers, Chartered Accountants, and Company Secretaries who assist with the formation of LLPs.

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What are the forms of partner contribution in an LLP?

A partner's contribution to an LLP can take various forms, including cash, property, or promises to contribute. The monetary value of these contributions is recorded in the account books.

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How are partner contributions enforced in an LLP?

The LLP agreement dictates the obligation of each partner to contribute to the LLP's operations. If credit is extended based on this agreement, creditors can enforce these obligations.

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What are the recordkeeping requirements for LLPs?

LLPs are required to maintain proper books of account using the double-entry system. These records are kept at the registered office and must be maintained for a prescribed period.

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What financial statements are required for LLPs?

LLPs must prepare a 'Statement of Account and Solvency' every six months, signed by designated partners, and file it with the Registrar of Companies.

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When is an LLP required to undergo an audit?

LLPs may be subject to an audit of their accounts, unless exempted by the Central Government. This audit ensures the accuracy and compliance of financial records.

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What are the consequences of non-compliance in an LLP?

Failure to comply with filing requirements for LLPs can result in penalties for both the LLP and its designated partners.

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Who sets accounting and auditing standards for LLPs?

The Central Government, in consultation with the National Financial Reporting Authority, sets accounting and auditing standards for LLPs. These standards are typically based on recommendations from the Institute of Chartered Accountants of India.

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What is the annual return requirement for LLPs?

LLPs are obligated to file an annual return with the Registrar of Companies within 60 days after the end of their financial year.

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Penalty for false statement in LLP return

If a person submits a statement or document with wrong details, knowing it's false or omitting important information, they can be penalized with imprisonment up to 2 years and a fine ranging from 1 lakh to 5 lakhs.

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RoC's Power to Obtain Information

The Registrar of Companies (RoC) can ask any person involved with an LLP, including partners, designated partners, or employees, to answer questions or provide information in writing within a reasonable time.

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Partner's liability after leaving an LLP

When a partner leaves an LLP, they are no longer personally liable for any obligations incurred after their departure. However, they remain responsible for obligations that arose while they were a partner.

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Failure to provide information to RoC

If a person fails to provide the information requested by the RoC, they can be summoned to appear in person.

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Compounding of offenses in LLP

The Regional Director (RD) can resolve certain offenses punishable only by fines by collecting a sum that doesn't exceed the maximum fine, but must be at least the minimum fine for the offense.

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What can former partners claim from an LLP?

Former partners or their beneficiaries (in cases of death or insolvency) can claim their capital contributions and a share of accumulated profits, minus losses. They have no right to intervene in the LLP's management.

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Compounding Limitations in LLP

Compounding an offense does not apply to offenses committed within three years of a similar offense being compounded.

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How to register changes in LLP partners?

LLPs must notify the Registrar of Companies (RoC) of any change in partners, their names, or addresses within 30 days using a prescribed form. The incoming partner must also consent to becoming a partner.

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When is an LLP not bound by a partner's actions?

LLPs are not liable if a partner acts without authority, and the other party knows or should know that the partner lacks authority. However, the LLP is responsible for wrongful acts of its partners during business operations.

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Consequences of compounding after prosecution

If someone is found guilty of an LLP offense, the RoC must inform the court where the prosecution is pending, and the offender will be discharged.

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RD's power to demand documents during compounding

The RD can instruct the designated partner, partner, or employees involved in an LLP to submit returns, accounts, or documents specified in the order.

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Partners as agents of an LLP?

Partners are considered agents of the LLP, but not of other partners. Their actions can bind the LLP, but they cannot bind other individuals without their consent.

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Penalty for non-compliance with RD's order

If someone fails to comply with the RD's order to provide documents during compounding, they can be fined twice the amount specified in the section that governs the punishment for the offense.

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Liability of partners in an LLP?

LLPs are liable for their obligations solely from their own assets. Partners are not personally liable for the LLP's debts beyond their investments.

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What happens if an LLP doesn't register partner changes?

If a partner leaves an LLP, the LLP should notify the RoC. If the LLP fails to do so, the former partner can notify the RoC, who will then seek confirmation from the LLP. If there's no confirmation, the RoC will register the notice.

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What is a Limited Liability Partnership (LLP)?

LLPs are legally separate from their partners. These partnerships offer individuals limited liability, allowing them to protect their personal assets from business risks.

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Study Notes

Introduction

  • The Limited Liability Partnership Act, 2008, received presidential assent on January 7, 2009, and was enacted on January 9, 2009.
  • It consists of 81 sections and 4 schedules.

Schedules

  • First Schedule: Rights of partners and LLP in the absence of formal agreement.
  • Second Schedule: Converting a firm into LLP.
  • Third Schedule: Converting a private company into LLP.
  • Fourth Schedule: Converting an unlisted company into LLP.

Need and Benefits

  • The act was introduced as an alternative corporate structure to meet evolving economic demands.
  • It bridges the gap between traditional unlimited liability partnerships and structured limited liability companies.
  • It provides limited liability benefits while allowing flexible, partnership-like internal structures based on mutual agreements.
  • Partner liability is limited to their capital contribution.

Characteristics of an LLP

  • Body Corporate: A company, including LLPs registered under the Act, LLPs incorporated outside India, and companies incorporated outside India. It excludes corporation sole, cooperative societies, and other body corporate notified by the government.
  • Perpetual Succession: Continues indefinitely.
  • Succession: The LLP continues even if partners leave, enter, or pass away.
  • Separate Legal Entity: Distinct from its partners.
  • Mutual Agency: Partners are agents of the LLP only, not of each other.
  • LLP Agreement: Contains mutual rights and responsibilities of partners and the LLP.
  • Compromise or Arrangement: A restructuring option for the LLP.
  • Conversion: Transforming an existing entity into an LLP.
  • Common Seal: Not mandatory.
  • Limited Liability: Partners' liability is limited to their capital contributions.
  • Business for Profit Only: Not for non-profit objectives.
  • Foreign LLPs: LLPs formed outside India.
  • E-filing of Documents: Facilitates efficient document submission.

Definitions

  • Address (Section 2(1)(a)):
    • For individuals, the usual residential address.
    • For corporations, the registered office address.

Other sections

  • Section 6: Minimum number of partners (minimum 2, maximum no limit).

  • Section 7: Designated Partner (DP) requirements (at least 2 individuals/bodies corporate as DPs, and at least 1 resident of India).

  • Section 8: Liabilities of a DP.

  • Section 9: Changes in DP (if any vacancy must be filled within 30 days with appointed DP).

  • Section 11: Incorporation document requirements.

  • Section 12: Incorporation by registration (Registrar of Companies).

  • Section 13: Registered office of LLP and changes.

  • Section 14: Effect of registration.

  • Section 15: Name requirements (suffix ‘LLP’ or Limited Liability Partnership).

  • Section 16: Reservation of name.

  • Section 17: Rectification of LLP name.

  • Section 22: Eligibility for partners.

  • Section 23: Relationship of partners (mutual rights and duties).

  • Section 24: Cessation of partnership interest.

  • Section 25: Registration of any changes (name or address) to partners or LLP.

  • Section 26: Partners as agents (partners act as agents of the LLP but not for one another).

  • Section 27: Extent of liability of LLP (not responsible for partner's actions outside their power).

  • Section 28: Extent of partner liability.

  • Section 29: Holding out.

  • Section 30: Unlimited liability in case of fraud (partners and LLP face unlimited liability).

  • Section 31: Whistle blowing.

  • Section 32: Form of contribution of partners.

  • Section 33: Obligations of partners to contribute as per LLP agreement.

  • Section 34: Maintenance of books of accounts.

  • Section 34A: Auditing standards for LLP accounts.

  • Section 35: Annual Return.

  • Section 36: Inspection of the document by Registrar (access to documents).

  • Section 37: Penalty for false statements in documents.

  • Section 38: Power of Registrar(asking information from LLP officials).

  • Section 39: Compounding of offences.

  • Section 42: Transferable partnership interest.

  • Section 58: Registration and effect of conversion (from firm, private company, or unlisted company).

  • Section 59: Foreign LLPs (rules CG prescribed)

  • Section 60: Compromise or arrangement (C/A) of LLP.

  • Section 61: Power of Tribunal to enforce C/A.

  • Section 62: Provisions for facilitating reconstruction.

  • Section 63: Winding up and dissolution of LLP.

  • Section 64: Circumstances for Tribunal initiated winding up.

  • Section 66: Business transactions of a partner with the LLP.

  • Section 67: Application of Companies Act provisions to LLP.

  • Section 69: Payment of Additional Fee.

  • Section 70: Enhanced Punishment.

  • Comparison of LLP with Other Firms (e.g., Partnership Firms, Limited Companies)

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Test your knowledge on the essential aspects of Limited Liability Partnerships (LLPs) with this quiz. Explore definitions, partner obligations, and specific conditions related to LLPs. Learn more about the Indian Partnership Act, and various regulations governing LLPs.

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