Last updated: January 27th, 2020 1:05 AM

Foreign Limited Liability Partnerships

A Foreign Limited Liability Partnership (LLP) is an LLP formed and registered outside India based on the law of that country. After establishing a business in India, a foreign LLP should register with the Registrar in Form 27. It should be done within 30 days of setting up of the business in India. A filing fee of Rs.5000 is required to be paid. The following details and documents are required to file with the Registrar

• A copy of the certificate of registration or incorporation.
• A copy of instruments constituting or defining the constitution of the limited liability partnership.
• The full address of the registered office or principal office of the foreign LLP in the country of its registration.
• The address of the foreign LLP in India which is to be the principal place of business in India.
• A list, detailing about the partners and designated partners (if any). 
• The list of the names and addresses of two or more persons living in India. They should be authorized to accept the service of process and produce any notices or documents required to be submitted, on behalf of the foreign LLP.

Translation of the Documents

 If the certification and documents are not in English, then a copy of the translation is to be provided along with the Form 27 and 28.

Outside India

If the translation is done outside India, then it is to be validated by, an official of the Government who has the custody of the original, a Public Notary from that Commonwealth country or an officer of the LLP. The officer should have taken an oath before an authorised person who can administer an oath.

In India

If the translation is made in India, then it is to be validated by a Chartered Accountant, Advocate, Cost Accountant or Company Secretary or by a person who has good knowledge of English and the original language.

Documents Required

The LLP incorporated in any country under the Commonwealth countries should certify the copies of the documents filed with the Registrar as original copies by anyone of the following authorities

• An official of the Government who has the custody of the original.
• A Public Notary from that Commonwealth country.
• An officer of the LLP. The officer should have taken an oath before an authorised person who can administer an oath in that Commonwealth country.

The LLP incorporated in any country outside the Commonwealth countries but a part of the Hague Apostille Convention, 1961, should certify the copies of the documents filed with the Registrar as original copies by anyone of the following authorities

• An official of the Government who has the custody of the original and is apostillised with the Hague Convention.
• The list of the partners, designated partners and the names and addresses of two or more persons living in India are to be attested and be apostillised with the Hague Convention in their own country.

The LLP incorporated in any country outside the Commonwealth countries and is not a part of the Hague Apostille Convention, 1961, should certify the copies of the documents filed with the Registrar as original copies by anyone of the following authorities

• An official of the Government who has the custody of the original. 
• A Public Notary from that country. 
• An officer of the LLP. The officer should have taken an oath before an authorised person who can administer an oath in that country.

Note: The Registrar will provide a certification of Registration in Form 30 for the establishment of the business in India.

Statement of Account and Solvency

The foreign LLP should file in Form 8 the statement of Account and Solvency. It should be done within 30 days from the end of 6 months of the financial year. The fee payable is Rs. 1000.

Name Disclosure 

The name of the foreign LLP and its registered country is to be stated in all the official correspondence, invoices and publications in legible English characters.

Service of Notice

A document will be served to the LLP to any place of the established business in India by the LLP for the following reasons:

• The LLP fails to deliver the names and addresses of persons in India authorised on behalf of the LLP.  
• If the person authorised on behalf of the LLP is dead or declines to accept the service.

Notice for Closure

If an LLP is going to close its place of business in India, then it should give a notice to the Registrar in Form 29. The notice should be given before 30 days of closing the place. The fees payable is Rs. 1000. After the notice the LLP cannot file any document to the Registrar. To file any document, it should not have any business place in India and it should have filed all the due documents.

Requirement to File for Changes in Particulars

The following are required filing for the changes in the documents after registration.

Foreign LLP in the Registered Country

The changes in the particulars are to be filed in Form 28 with the Registrar. This should be done within 60 days of the financial year closing. The prescribed fees for the filing is Rs.1000. The alterations made in the following can be filed.

• The instrument constituting or defining the constitution of a foreign LLP.
• The principal or the registered office of a foreign LLP outside India.
• The partner or designated partner of the foreign LLP.

Foreign LLP in India

The changes in the particulars are to be filed in Form 29 with the Registrar. It should be done within 30 days of the financial year closing. The prescribed fees for the filing is Rs.1000. The alterations made in the following can be filed.

• The incorporation certificate.
• The name or address of any person authorised to accept the service on behalf of a foreign LLP in India.
• The principal place of business of foreign LLP in India.

Electronic mode of Filing

The foreign LLP can file any documents electronically to the Registrar. The online registration can be done in the Ministry of Corporate Affairs portal http://www.mca.gov.in/ The Forms 27 to 30 mentioned in the article can be accessed from below: