Companies (Incorporation) Amendment Rules, 2017
As a part of the MCA efforts towards promoting greater Ease of Doing Business to stakeholders, MCA has notified new version of Form SPICe (INC-32) w.e.f. 30th January, 2017. This form includes the functionality of applying for Company PAN and first TAN (allotted by Income Tax Deptt) in the SPICe form itself.
The Application for PAN / TAN is compulsory for all fresh incorporation applications filed in the new version of the SPICe form, where in the MCA21 system will auto generate the pre-filled application forms 49A (PAN) and 49B (TAN) after submission of SPICe.
Further, the new version of SPICe Incorporation applications will be processed only after Forms 49A & 49B are duly signed, uploaded and payment is confirmed by MCA. PAN (as allotted by Income Tax Deptt) will be printed in the Certificate of Incorporation, and TAN will be separately communicated through email.
The new version of SPICe form for all fresh incorporation applications can be downloaded w.e.f 01stFebruary 2017.
Further also applications filed before 30th January, 2017 in SPICe forms and marked for resubmission by MCA shall be resubmitted in new SPICe (INC- 32) and No PAN or TAN will be allotted for such applications.
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LLP Limited Liability Partnership
Governed BY Limited Liability Partnership Act, 2008
Limited Liability Partnership concept in India is introduced by way of Limited Liability Partnership Act, 2008.
It combines the advantages of both the Company and Partnership into one.
In an LLP one partner is not responsible or liable for another partner's misconduct or negligence.
In an LLP, all partners have limited liability.
The partners have the right to manage the business directly.
An LLP also limits the personal liability of a partner for the errors, omissions of the LLP's employees or other agents.
Limited Liability Partnership is managed as per the LLP Agreement, however in the absence of such agreement the LLP would be governed by the framework provided in Schedule 1 of Limited Liability Partnership Act, 2008 which describes the matters relating to mutual rights and duties of partners of the LLP and of the limited liability partnership and its partners.
LLP has a separate legal entity, liable to the full extent of its assets, the liability of the partners would be limited to their agreed contribution in the LLP.
Comparing LLP & Partnership Firms
1. Registration: registration of Partnership firm is optional but LLP is compulsary
2. Creation: Partnership Firm is created by Contract but LLP is created by Law
3. Separate Entity: Partners in Partnership firm does not have separate legal entity but in LLP partners have separate liability.
4. Perpetual succession: Partnership firm does not have Perpetual Succession but in LLP partners may come and go LLP status remains as it is.
5. Common Seal: In partnership firm Common seal is not required but in case of LLP common seal is required.
6. Sue Third party: Unregistered Partnership firms cannot sue third parties whereas LLP can.
7. Deed: In partnership firms, Partnership deed is executed whereas in LLP, LLP Agreement is executed.
8. Annual Filing: In partnership firms Annual filing is not required but in case of LLP, Annual filing of Balance Sheet and Annual Return needs to be filed.
Procedure of incorporating Limited Liability Partnership:
1. Obtaining Director Identification Number (DIN)
2. Obtaining Digital Signature Certificate (DSC)
3. Check Name Availability
4. Drafting LLP Agreement
5. Filing of Forms
Conversion of Partnership Firms/Private Limited/Public Limited Companies into LLP:
Its not necessary that a new LLP should be formed. An existing Partnership firm, Private Limited and Public Limited ompany can also convert itself into LLP.
LLP Agreement Meaning:
The mutual rights and duties of partners and those of the LLP and its partners shall be governed by the agreement. This Agreement is known as “LLP Agreement”.
As per provisions of the LLP Act, in the absence of agreement as to any matter, the mutual rights and liabilities shall be as provided for under Schedule I to the Act. Therefore, in case any LLP proposes to exclude provisions/requirements of Schedule I to the Act, it would have to enter into an LLP Agreement, specifically excluding applicability of any or all paragraphs of Schedule I.
Contribution of Partners in LLP
Partner’s contribution may consist of both tangible or intangible property. The monetary value of contribution of each partner shall be accounted for and disclosed in the accounts of the LLP.
Annual Filing:
Two forms needs to be filed under Annual Filing i.e. Form 8 and Form 11
Form 8 (Statement of Account & Solvency) and LLP Form 11 (Annual Return) annually.
The ‘Annual Return’ is required to be filed within 60 days of close of the financial year and ‘Statement of Accounts & Solvency’ shall be filed within 30 days from the end of six months of the financial year to which it relates.
Audit of Accounts:
1. If Turnover is more than 40 Lacs
OR
2. Contribution is more than 25 Lacs
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