In pursuance of clause (b) of sub-rule (2) of rule 1 of the Limited Liability Partnership Rules, 2009, made under section 79 of the Limited Liability Partnership Act, 2008 (6 of 2009), the Central Government hereby appoints 31-5-2009 as the date on which rules 32 and 33 and rules 38 to 40 of Limited Liability Partnership Rules, 2009 shall come into force.

]]> http://eris.in/blog/archives/2009/06/05/llp-limited-liability-partnership-act-notification/feed/ 0 http://eris.in/blog/archives/2009/05/05/the-companies-bill-2008/ http://eris.in/blog/archives/2009/05/05/the-companies-bill-2008/#comments Tue, 05 May 2009 09:18:37 +0000 eris http://eris.in/blog/?p=739 Companies Bill 2008

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Corrigenda to The Companies Bill, 2008

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“In the tough global recession time, Sole proprietorship companies as well as private limited companies are looking to shift towards limited liability partnerships that suits individual investors giving them limited liability for the business they are running.” said Atul Khekade, Director of Netz capital. “Business friendly bill of LLP in India shall attract lot of domestic as well as international corporate to form their entity and file tax returns in India” he added.

Both domestic and international LLP registration has been fairly priced by the Ministry of Corporate affairs between Rs. 3000 to Rs. 12,000 price range. United states of America offers such investor friendly Limited Liability Corporation ( LLC ) which earns the US government in excess of $100 billion from domestic as well as global corporate who register their businesses in USA as LLC for conducting any international business. The same pattern will now flow towards India with the LLP Act 2008 and will earn the Government billions of dollars and create thousands of jobs in India even in the tough times of global economic recession.

Source: http://www.indiaprwire.com/pressrelease/internet/2009022220189.htm

For the person who wishes to be a director of the company, he has to apply for the DIN (Director Identification Number) first. Applicable form is Form DIN – 1.

DIN Guideline

Following information is required for obtaining a DIN

• Full Name
• Father’s Name
• Grand Father’s Name
• Date of Birth
• Copy of Passport/ Driving License/ Election Card
• For foreign nationals passport is must
• Residential Address with Pin code
• Proof of Residential Address
• Proof of Photo Identity
• One Passport size Photo
• For foreign director, passport no. will be compulsory

• Step 2: Obtain Digital Signature

For Company formation and filing of required forms, Digital Signature is must.

• Step 3: Decide on Name

• Select, in order of preference, at least one suitable name with three or four alternative names, indicative of the main objects of the company.

• Ensure that the name does not resemble the name of any other already registered company and also does not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the services of checking name availability on the portal.

• Apply to the concerned Registrar of Companies (ROC) to ascertain the availability of name in eForm 1A . A fee of Rs. 500/- has to be paid along with the digital signature of the applicant proposing the company has to be attached in the form.

• After the name approval, the applicant can apply for registration of the new company by filing the required forms (that is Form 1, 18 and 32) within six months of name approval.

• Step 4: Application for availability of Name

• Applicable Form is Form No. 1A
• Choose the name of the Company (Give 3 to 4 Alternate preferential Name)
• Justification of the Name
• Authorized Capital (Minimum Rs. 1 Lacs for Private Limited Company & Minimum Rs. 5 Lacs for Limited Company)
• Name, Address with pin code & email ID of the Applicant
• Proposed Subscribers’ and Proposed Director’s Name and Address with pin code and DIN (Minimum 2 Directors for Private Limited Company & Minimum 3 Directors for Limited Company)
• Occupation of the Proposed Subscribers and Directors
• Other Directorship, Proprietorship and Partnership
• Digital Signature of the Applicant which can be obtained from agencies like Tata Consultancy Services & MTNL

• Step 5: Submission of FORMS FOR INCORPORATION

After the name is approved, the following documents should be submitted to the Registrar of Companies (ROC)

• Memorandum & Articles of Association
• FORM No. 1
• FORM No.18
• FORM No.32
• Power of Attorney on Stamp Paper of Rs. 100/-

MEMORANDUM & ARTICLES OF ASSOCIATION
Drafting of Memorandum & Articles of Association The Memorandum & Articles of Association are required to be stamped before signing the same. For stamping related charges click here. Memorandum of association (MOA) & articles of Association (AOA) is to be signed by the subscribers physically.

(a) If the MOA is signed by the foreign nationals outside India ,their signatures are to be attested before Indian embassy in the country in which the subscribers are residing

(b) If the MOA is signed by the foreign nationals (who are not residents of India and are on a temporary visit) in India , their signature can be attested by a person in India (professionals like Chartered Accountants) and the proof of their visit to India like passport and visa are to be produced for verification.

(c) If the MOA is signed by foreign nationals residing in India for several years /permanently , procedure as at (b) above is followed and documentary proof of the fact that the subscribers have been residing in India is also insisted upon.

REQUIREMENTS FOR FORM No.1

• Subscribers’ Name and Address with pin code
• Authority given to the applicant for signing the forms of Incorporation.

Attachments:

• Stamped Memorandum of Association Stamped Articles of Association
• Stamped Form No. 1

NOTE:Form No. 1 shall be stamped by Rs.20/- on the first page of the form itself.

FORM No. 18

For registered office of the company – Requirements

• Full Address with pin code and email ID of the Registered Office of the Company Police Station Address with pin code under which the registered office falls.

ADDITIONAL STEPS FOR INCORPORATING PUBLIC LTD COMPANY
Arrange for payment of application and allotment money by Directors on shares taken or agreed to be taken. File the statement in lieu of prospectus with ROC in Schedule-IV of the Companies Act. File a Declaration in Form-20.

Limited Liability Partnership Bill has received the accent of Honourable President of India and has now become a legislation and is to be called as ‘Limited Liability Partnership Act, 2008′

• Body corporate & Legal entity separate from its partners. Has perpetual succession
• Mutual rights & duties of partners & LLP inter se & of LLP & partners shall be governed by agreement between partners or between LLP & partners, in absence of agreement they are governed by provisions of proposed legislation.
• Being a separate legal entity LLP is liable to full extent of its assets. Partners are liable to their agreed contribution
• At least two partners & two individuals as designated partner, of which one should be resident in India
• It should maintain annual accounts. Statement of accounts & solvency shall be filed with registrar every year
• Central Govt. have powers to investigate the affairs of LLP By appointing competent inspector.
• Arrangements like merger, amalgamation of LLPs shall be in accordance with provisions of proposed legislation
• Firm PVt. Ltd. Or unlisted Public Co. can convert in to LLP in accordance with provisions of proposed bill. From the date of registration a assets & liab. Of firms etc. are transferred to LLP
• Winding up of LLP may be voluntary or by tribunal formed under  Companies Act, 1956.
• The proposed legislation would confer power on the Central Govt. to apply provisions of companies Act,1956
• Indian Partnership Act, 1932 shall not be applicable to LLPs

FORMS REQUIRED FOR LLP

• FORM 1: Form for application for reservation or  change of name
• FORM 2: Form of Incorporation Document
• FORM 3: Form of Application & Declaration for Incorporation of a LLP
• FORM 4: Form for Filing Limited Liability Partnership Agreement & Changes, if any, made there in.
• FORM 5: Notice of Appointment of Partners & changes among them or consent of incoming partner to become a partner / Designated Partner
• FORM 6: Intimation of particulars / change in particulars to the Limited Liability Partnership by the Partner
• FORM 7: Application for allotment of Designated Partner Identification Number
• FORM 8: Form for filing Statement of Account & Solvency
• FORM 9: Consent to Act as Designated Partner
• FORM 10: Intimation of changes in particulars of Designated Partners’ to be given to the Central Govt.
• FORM 11: Annual Return of a Limited Liability Partnership
• FORM 12: Form for intimating other address for service of Documents
• FORM 13: Notice by Partner to resign as a Partner to the other Partners
• FORM 14: Form for intimating the Registrar of Firms/Registrar of Companies for conversion of Firm/Company into Limited Liability Partnership
• FORM 15: Notice of change of place of registered office
• FORM 16: Certificate of Incorporation
• FORM 17: Application by a Firm for its conversion into Limited Liability Partnership
• FORM 18: Application by a Private Company/Unlisted Public Company for its conversion into LLP
• FORM 19: Certificate of Registration on conversion of Firm/Company to Limited Liability Partnership
• FORM 20: Summons for directions to convene a meeting under section 60 (1)
• FORM 21: Affidavit in support of Summons
• FORM 22: Notice of Intimation of Order of Court/Tribunal to the Registrar
• FORM 23: Application For direction to change the name
• FORM 24: Application to the Registrar or Central Govt.
• FORM 25: Notice of intimation of DIN for the purpose of DPIN
• FORM 26: Intimation of Allotment of Designated Partner Identification No. (DPIN) to the Limited Liability Partnership by the Designated Partner
• FORM 27: Application for reservation / renewal of reservation of name
• FORM 28: Notice of Change of name
• FORM 29: Form of Proxy