Partner in LLP

[Mohit Khanna]

Dear Members,

Please reply on following query:

Can a individual be appointed as a partner in LLP as a nominee of a body corporate.

For eg. 1st Partner is a body corporate through a authorised representative having contribution of 95%

and 2nd Partner is a individual as a nominee of 1st Partner having contribution of 5%

If yes, then please provide detail where it is mentioned in LLP Act or LLP Rules.

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Best Regards

CS Mohit Khanna

[CS SANDIP LATHIYA]

Yes, He can 

 

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[Mohit Khanna]

Thanks CS Sandeep Lathiya Ji for your reply.

Please also provide where it is mentioned in LLP Act or LLP Rules.

Best Regards

CS Mohit Khanna

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[Kanika sharma]

No, Appointment of at least two “Designated Partners” shall be mandatory for all LLP. Every LLP shall

be required to have atleast two Designated Partners who shall be individuals and at least one of the Designated Partner shall be a resident of India. In case of a LLP in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such LLP or nominees of such bodies corporate shall act as designated partners. Please refer LLP FAQs 13 for more clarification.

On Fri, May 25, 2018 at 11:14 AM, CS SANDIP LATHIYA <pcssa...@gmail.com> wrote:

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Good day!

Best regards,

CS Kanika Sharma

  

[Mohit Khanna]

Thanks Kanika Mam for replying.

Now, my doubt is my client want to setup LLP in India just as a model of Wholly owned company

that 1st partner is a body corporate through individual authorised representative (also designated partner on behalf of this body corporate partner)

and 2nd partner is individual who shall be nominee of 1st body corporate partner. So, then there will be 2 partners, 1 body corporate through individual representative and 2nd individual as nominee of body corporate.

also, designated partners shall be 3, all individuals who shall be 1. authorised representative of 1st body corporate partner, 2. individual who will be nominee and 3. resident individual.

Can we form LLP with this model of Partners and Designated Partners.

Please reply as soon as possible.

Best Regards

CS Mohit Khanna 

[Kanika sharma]

Sure CS Mohit. 

[Govinda Patil]

NO   .

In case of  body corporate becoming shareholder  or  partner in LLP, it is always through    authorised signatory.

Body corporate  is partner but all documents are signed by the  authorised representative.

However if an individual  is  partner,  he can  not  nominate  any body  as his nominee.  He   is the  partner  and  will have to carry on all rights and duties of  partner.

[CS V Kartik]

Agree with Govinda Sir’s views

[Kanika sharma]

Kindly ensure out of 3 partners i.e. AR of Body corporate, nominee and Resident Individual, 2 Partners shall be designated Partners. For more clarification, refer section 7(1).

On Sat, May 26, 2018 at 9:58 PM, CS V Kartik <karv...@gmail.com> wrote:

Agree with Govinda Sir’s views

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[Govinda Patil]

Who is nominee here ?

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

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[Mohit Khanna]

CS Govind Ji, nominee is same company who is other partner in LLP. They want LLP in same model as is in Wholly owned subsidiary company.

[Govinda Patil]

I am sorry I am unable to understand the structure of LLP  you are devising. 

How  can a  company  be a nominee ?

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

[Mohit Khanna]

Govind Ji, my structure of llp shall be as below:

1. XYZ Pvt. Ltd.        99% contribution             99% profit/ loss sharing

Through

Mr. A

2. Mr. B                       1% contribution            1% profit/ loss sharing

as a nominee of

XYZ Pvt. Ltd.

[Govinda Patil]

It appears that your concepts are not clear

If the structure is  as shown above,  then  it  is not  even partnership ( under partnership  act 1932)  leave alone LLP

In your case only  XYZ   as the  stake holder. Just because you intend  to appoint two nominees  it can not be partnership.

the word  nominee or authorized  representative  are  similar.

so   please do the following

XYZ Ltd  is partner  represented by  Mr A, through board resolution  with whatever stake they  decide

Mr. B  is the other  partner with remaining stake.

that is all

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

[Mohit Khanna]

Thanks CS Govind Ji for resolving this query.