FOREIGN LIMITED LIABILITY PARTNERSHIP

[Mr. M. GOVINDARAJAN]

INTRODUCTION:

                        Sec. 2(m) of Limited Liability Partnership Act, 2008 defines the terms 'foreign limited liability partnership' ('foreign LLP' for short) as a limited liability partnership formed, incorporated or registered outside India which establishes a place of business within India.  For the establishment of foreign LLP, Sec. 59 of the Limited Liability Partnership Act gives power to the Central Government to make rules for provisions in relation to establishment of place of business by foreign LLP within India and carrying on their business therein by applying or incorporating with such modifications as appear appropriate, the provisions of the Companies Act, 1956 or such regulatory mechanism with such composition as may be prescribed.

RESERVATION OF NAME:

     Rule 16(3) provides that a foreign LLP or a foreign company may on payment of Rs.200/- apply in Form 25 to the Register for reserving its existing name by which it is registered in the country of its regulation or incorporation. Such reservation shall be valid for three years but may be renewed on a fresh application along with the payment of fee.

FILING DOCUMENTS WITH REGISTRAR:

     Chapter XI of the Limited Liability Partnership Rules, 2009 deals with the foreign LLP. A foreign LLP shall, within thirty days of establishing a place of business in India, file with the Registrar in Form 27 along with the following documents:

·  A copy of the certificate of incorporation or registration and other instrument(s) constituting or defining the constitution of the LLP;

·  The full address of the registered or principal office of the LLP in the country of its incorporation;

·  The full address of the office of the LLP in India in which is to be deemed as its principal place of business in India; and

·  List of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorized to accept on behalf of the LLP, service of process and any notices or other documents required to be served on the LLP.

CERTIFICATION OF DOCUMENTS:

The foreign LLP for the purpose of registration is made in three categories as:

·  LLP incorporated in any country which is a part of Commonwealth;

·  LLP incorporated in a country that falls outside the Commonwealth but is a party to the Hague Apostile Convention, 1961;

·  LLP incorporated in a country outside the Commonwealth and is not a party to the Hague Convention.

If the LLP is incorporated in any country which is a part of Commonwealth the copies of documents discussed above shall be certified as true copies by-

·  An official of the Government to whose custody the original is committed; or

·  A Notary (Public) in that Part of the Commonwealth; or

·  An officer of the LLP, on oath before a person having authority to administer an oath in that part of the Commonwealth.

If the LLP is incorporated in a country that falls outside the Commonwealth but is a party to the Hague Apostile Convention, 1961-

·  The copies of the documents as discussed above shall be certified by an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention;

·  A list of the partners and designated partners of the LLP, if any, the name and address of persons resident in India, authorized to accept notice on behalf of the LLP shall be duly notarized and he apostillised in the country of their origin in accordance with Hague Convention;

If the LLP is incorporated in a country outside the Commonwealth and is not a party to the Hague Convention, the copy of the incorporation documents shall be certified by-

·  An official of the Government to whose custody the original is committed; or

·  A Notary (Public) of such country; or

·  An Officer of the LLP.

The signature or seal of the official of the Government to whose custody the original is committed or the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under Sec. 3 of the Diplomatic and Consular Officers (Oath and Fees) Act, 1948 or where there is no such officer, by any of the Officials mentioned in Section 6 of the Commissioners of Oaths Act, 1889 or in any Act amending the same.  The certificate of the officer of the LLP shall be signed before a person having authority to administer an oath as provided under Sec. 3 of the Diplomatic and Consular Officers (Oath and Fees) Act, 1948 or as the case may be, by Section 3 of the Commissioners of Oaths Act, 1889 the status of the person administering the oath in Section 6 of the Commissioners of Oaths Act, 1889 or in any Act amending the same.

REGISTRATION:

The Registrar shall, on registration of Form 27, issue a certificate for establishment of place of business sin India by the foreign LLP in Form 30.

ALTERATION IN ANY DOCUMENT:

If any alteration is made or occurs in-

·  The instrument constituting or defining the constitution of a LLP incorporated or registered outside India;

·  The registered or principal office of a LLP incorporated or registered outside India; or

·  The partner or designated partner, if any, of a LLP incorporated or registered outside India, the foreign LLP shall file in Form 28 such alterations with the Registrar within sixty days of the close of the financial year.

If any alteration is made or occurs in-

·  The certificate of incorporation or registration of LLP incorporated or registered outside India;

·  The name and address of any of the persons authorized to accept service on behalf of a foreign LLP in India; or

·  The principal place of business of foreign LLP in India, the foreign LLP shall file in Form 29 such alterations with the Registrar within thirty days from the date on which the alteration was made or occurred.

FILING OF ACCOUNTS & SOLVENCY:

      Every foreign LLP shall file with the Registrar the statement of Account and Solvency in Form 8 in accordance with the provisions of Rule 24 duly signed by the authorized representatives within a period of 30 days from the end of six months of the financial year. If any of such documents is not in the English language there shall be annexed to it a certified translation thereof.   If any translation is made outside India, it shall be authenticated in the manner under the heading 'Certification of documents'. If such translation is made within India, it shall be authenticated by-

·  An Advocate, Chartered Accountant, Company Secretary or Cost Accountant; or

·  An affidavit of a person who, in the opinion of the Registrar has adequate knowledge of the language of the original and of English.

OTHER MATTERS:

1. Every foreign LLP shall cause the name of the foreign LLP and of the country in which the LLP is incorporated, to be stated in legible English characters in all invoices, official correspondence and publications of the LLP;
2. (a) Where any such LLP makes default in delivering to the Registrar the names and addresses of persons resident in India who are authorized to accept on behalf of the LLP service of process, notices or other documents; or

(b)   if at any time all the persons whose names and addresses have been so delivered are dead or have ceased to reside, or refuse to accept service on behalf of the LLP or for any reason, cannot be served

a document may be served on the LLP by leaving it, or sending it by post to, any place of business established by LLP in India;

3. If any foreign LLP ceases to have a place of business in India, it shall give notice to the Registrar in Form 29 within thirty days of its intention to close the place of business and as from the date on which notice is so given, the obligation of the LLP to file any document to the Registrar shall cease, provided it has no other place of business in India and it has filed all the documents due for filing as on the date of notice;
4. Every document which is required to be filed by any foreign LLP shall be filed in the electronic form to the Registrar having jurisdiction over New Delhi, through the portal maintained by the Ministry of Corporate Affairs on its website www.mca.gov.in.