LLP Registration with FDI
Foreign entities can start business in India via the LLP route with 100% capital contribution. Filecrat provides consultation with its top experts and executes the formation of LLP seamlessly.
LLP Registration with FDI
Foreign entities can start business in India via the LLP route with 100% capital contribution. LLP is a Limited Liability Partnership where the liability of the Partners are limited to the capital contributed.
- INVESTORS: A person resident outside India (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than an entity in Pakistan or Bangladesh), not being a Foreign Portfolio Investor or Foreign Institutional Investor or Foreign Venture Capital Investor registered in accordance with SEBI guidelines, may contribute foreign capital either by way of capital contribution or by way of acquisition/ transfer of profit shares in the capital structure of an LLP.
- INVESTMENT: Contribution to the capital of an LLP would be an eligible investment under the scheme but investment by way of 'profit share' will fall under the category of reinvestment of earnings.
Requirements
- Minimum two partners will be required and one of them must be a resident of India.
- LLPs are required to file Form 8 and Form 11 for annual filing with the Registrar every year under Limited Liability Partnership Act, 2008.
- FDI is permitted under the automatic route in LLPs operating in sectors/ activities where 100% FDI is allowed through the automatic route and there are no FDI linked performance conditions.
- LLPs are also required to hold every meeting at such place and time as the person convening the same considers most convenient for the majority of the creditors or partners or both.
Benefits & Advantages
- A partner can contribute tangible, movable or immovable or intangible property
- Holding quarterly board meetings is not required
- Profit distribution among partners of the LLP is exempted from tax
- Corporate Social Responsibility (CSR) provisions are also exempted
- Benefits also includes money, promissory notes, and other agreements to contribute cash or property and contracts for services performed or to be performed
Procedure
STEP 1: Attestation of all the documents signed by the proposed director and shareholder by the Indian Embassy present in their country along with their passport and address proof.
OR
It can be apostilled according to Hague Convention (Convention abolishing the requirement of legalization for foreign public documents)
OR
In case the foreign national is already in India under business visa with all the original documents then in that situation it can be attested in India.
STEP 2: Application for setting up offices through Form FNC-1 to RBI along with the attested documents.
STEP 3: Issuance of Digital Signature Certificates (DSC) and DIN for partners.
STEP 4: Application for incorporation of LLP to the registrar. The registrar will issue a certificate of incorporation within 14 days.
STEP 5: Opening of a bank account as the foreign direct investment must reach within 180 days of incorporation of the company with advance intimation to Banker.
STEP 6: FDI reporting to RBI within 30 days of investment as it comes under strict liability of the company.
What's included
- DIN for 2 partners
- DSC for 2 Partners
- Name approval Of LLP Company
- Filing of E-forms with the Registrar of Companies (ROC)
- Drafting of LLP Agreement
- Incorporation Certificate
- LLP PAN Card
- TAN Registration
Documents Required
- Attested Passport copy and address proof of foreign directors/promoters by the Indian Embassy present in their country and if they are already in India, it can be done here only.
- Attested original documents (signed by the proposed director and shareholder) by the Indian Embassy present in their country
- Partnership deed with signed declarations from the partners
- Documents of resident Indian designated partner
- Proof of address of registered office of LLP along with the NOC from the owner of premises
- Latest utility bills
FAQ's
Yes, it is the first and most important step to start the procedure.
Yes, it is the important for the acceptance of those documents by registrar of companies (RoC) in India.
The documents can be attested in India only if the foreign national is in India under business visa.
Yes, this is a requirement under Section 7(1) of the LLP Act, 2008 and Section 2(v)(i) of the Foreign Exchange Management Act, 1999 to held responsible for compliance with all the responsibilities and penalties imposed on the LLP.
- Comply with such other conditions as may be prescribed.
- Ensure that secured creditors of the company, prior to its registration under this Part, have either consented to or have given their no objection to company's registration.
- Publish in a newspaper, advertisement one in English and one in vernacular language in such form as may be prescribed giving notice about registration seeking objections and address them suitably.
- File an affidavit, duly notarized, from all the members or partners to provide that in the event of registration under this Part, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm, limited liability partnership, cooperative society, society or any other business entity, as the case may be.
- Any individual or body corporate may be a partner in an LLP.
- Minimum two partners required, who shall be individuals and one of them must be resident in India.
- LLP shall be eligible to accept FDI subject to certain conditions.
- LLP under the Limited Liability Partnership Act, are required to file Form 8 and Form 11 for annual filing with the Registrar every year.
- Every meeting shall be held at such place and time as the person convening the same considers most convenient for the majority of the creditors or partners or both. Different times or places or both may, if thought fit, be appointed for the meetings of creditors and the meetings of partners.
Prior approval is required for activities listed below:
- Banking
- NBFC's activities in Financial Services Sector
- Civil Aviation
- Petroleum including exploration/refinery/marketing
- Housing & Real Estate Development sector for investment from persons other than NRIs/OCBs
- Venture Capital Fund & Venture Capital Company
- Investing companies in Infrastructure & Service Sector
- Atomic Energy & related projects
- Defense and strategic industries
- Agriculture (including plantation)
- Print Media
- Broadcasting
- Postal services
This convention had concluded on October 5, 1961 and as per the objective of this convention “the States signatory to the present Convention, desiring to abolish the requirement of diplomatic or consular legalization for foreign public documents, have resolved to conclude a Convention to this effect and have agreed upon terms of this convention”.
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