Vineet (MBA) (40 Points)
02 October 2013Hi all,
Wanted to know if a HUF and a existing partnership firm (unregistered) can be partners in LLP.
If yes , then whether they can be taken as normal partners or can be nominated as Designated Partners in the LLP
Would appreciate an elaborated reply with necessary procedures to be followed.
Thanks
Deepak Gupta
(CA Student)
(15922 Points)
Replied 02 October 2013
MCA has clarified that, a HUF or its Karta cannot become Partner/Designated Partner in a LLP because as per Section 5 of LLP Act, 2008 only an individual or body corporate may be a partner in a LLP.
.
A HUF cannot be treated as a body corporate for the purposes of LLP Act, 2008. Therefore, a HUF or its karta cannot become designated partner in LLP.
.
General Circular No. 13/2013 [F.NO. 1/13/2012-CL-V], Dated 29-7-2013
Vineet
(MBA)
(40 Points)
Replied 02 October 2013
Thanks for the reply.
Since HUF cannot be a partner/ Designated Partner in an LLP, there is another question.
Can HUF be a partner in a partnership firm say ABC , and this partnership firm becomes a partner/ Designated partner in a new LLP.
Is the above possible???
Namit
(Accountant)
(52 Points)
Replied 18 October 2013
Agree with Deepak Gupta. Section 5 of the LLP Act, specifically says that an individual or a body corporate may be a partner in an LLP. A partnership firm does not have a separate legal identity distinct from its partners. It is not a body corporate. Hence, it cannot be a partner in an LLP.
jiten
(article clerk)
(34 Points)
Replied 18 December 2013
Respected Sir,
I need to know that if LLP is incorpoarted in 2011and has HUF as partner than what will the further procedure to be followed to the above circular.
I am confused with the Form 3 & 4 FOR LLP to be filled for the above.
Pls rply ASAP.
Thanks in ADVANCE
CS Arpita Rajpurohit
(Company Secretary)
(1111 Points)
Replied 18 December 2013
It is better to remove the HUF as a partner as soon as possible, take some other other partner (if the no. of partners go below 2). Since, this would require changes in the LLP agreement via supplementary agreement both the forms i.e. Form 3 & 4 are required to be filed. Form 3 for changes in agreement & Form 4 for change of partner.
jiten
(article clerk)
(34 Points)
Replied 19 December 2013
Thankx a lot....
Bt i have one more query...if individual partner having stake in LLP can increase his Stake by cessation of HUF instead of adding new partner..
For eg. If Jiten individual and Jiten HUF both are partner in LLP, than can JIten individual can increase his stake through cessation of HUF.
Thankx in Advance
yashika
(cs)
(22 Points)
Replied 24 July 2015
Can someone please tell me about the procedure to change the designation of an existing partner of LLP as a "Designated Partner" in the same LLP. I understand that we have to file Form 4 for change in particulars. But do we also need to file form 3 for change in LLP agreement. It seems a little unneccesary as the only place where the designation of Partners is mentioned in the LLP Agreement is right at the end where they sign.Someone please explain ASAP!
Thank you!
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