#LLP-Registration-in-India


A person resident outside India or a business entity incorporated outside India can register an LLP in India. LLP Registration in India requires at least one partner be an Indian resident.

FDI in LLPs is permitted, subject to the following conditions:

FDI is permitted under the automatic route in LLPs operating in sectors / activities where 100% FDI is allowed.

Basic Requirements:

  1. Minimum partners are required in an LLP, out of which at least one partners must be a resident Indian. Indian Resident means any person who has stayed in India for more than 182 days in the previous calendar year.
  2. Foreign Investment should be allowed in that Industry. Please click here to check the industry in which foreign investment is allowed in India.
  3. After the LLP is set up and bank account is opened. The foreign investment which comes into India needs to be reported to the Reserve Bank of India (RBI).

Documents Required:

Foreign Company Documents:
  • The registration certificate of the foreign company
  • Memorandum and Articles of the foreign company
  • A board resolution Authorizing the foreign company to invest in India
    note: The person representing the foreign company must be either Director or Employee of the foreign company. At the same time, he/she cannot become shareholder to the indian company at the time of registration. He/She also needs to provide attested documents as provided below.
[all the above documents needs to be self-attested and notarized from notary public]
Foreign National who will represent the Foreign company:
  • Passport
  • Utility Bill/ Drivers License
  • Passport Size photographs of partners (2 each)
[all the above documents needs to be self-attested and notarized from notary public]
Indian Resident Partner:
  • Pan copy is mandatory for the Indian Resident
  • ID Proof - Driver's License/Passport/Voter's ID
  • Address Proof - Bank Statement/Telephone bill
[all the above documents needs to be self-attested and by Bank Manager/Gazetted Officer]
Registered Office documents:
  • Address Proof of place of business (Electricity Bill or Water Bill with full address)
  • No Objection Letter from property owner of the office
  • Rental Agreement

Attestation:

Countries which form part of commonwealth nations must get their documents notarized from a notary public.

Countries which form part of Hague Convention must get their documents notarized from a notary public AND apostle.

It will take approximately 20 -25 working days to complete the registration process.


FDI Reporting to Reserve Bank of India:

An LLP receiving FDI in the form of capital contribution shall submit a report within a period of 30 days from the date of receipt of funds in form FDI-LLP (I) through its Authorised Dealer Bank to the regional office of the Reserve Bank of India (RBI) under whose jurisdiction the registered office of the LLP is situated.
Any disinvestment or transfer of capital contribution or profit share between a resident and non-resident or vice versa shall be reported to RBI through Authorised Dealer Bank within a period of 60 days from the date of transfer in form FDI-LLP (II).
External Commercial Borrowings are not allowed in LLP in India.

Post Incorporation Licenses:

After the company is registered, it may have to get certain licenses deepening on the nature and size of business. Here are the list of licenses which is required if a company is registered in Bangalore, Karnataka

  1. Karnataka Shops and commercial establishment - All companies registered must get this license from the department of labour.
  2. Professional Tax enrolment - All companies registered must get this license from the department of professional tax.
  3. Employee Professional Tax - (required only when salary payable is more than Rs 15,000 per month to employees).
  4. Import Export License - (Required if you are importing or exporting) GST - Rs 3,000 (Required if Company si into export of goods or service, turnover is more than Rs 20 lakhs per year).

Here is a case scenario:

ABC Inc a company registered in California (USA) wants to set up a subsidiary company in Bangalore (India). Let's say the Indian company name is proposed to be XYZ Technologies LLP.

Since at least one partner should be an Indian resident. ABC Inc will hold 99% shares in XYZ Technologies LLP and the balance 1% is to be held by Mr Ramesh who is the resident Indian.

So, the shareholders of XYZ Technologies LLP will be

  1. ABC Inc - 99%
  2. Mr Ramesh - 1%

Let's say the LLP is registered with a capital of Rs 1,00,000. After the LLP is registered, ABC Inc will transfer Rs 99,000 to the XYZ Technologies LLP's bank account and Mr Ramesh will transfer Rs 1,000.

After the money comes into the bank, the FIRC and RBI reporting can be done.

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