Can a LLP do online commodity trading with Partners funds?

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We are in the process of formation of a LLP with Partners funds, as per the following terms:

Activity: We will do online trading in commodities and use the profits as follows:

We will supply them free grocery items (Water, milk, eggs, food grains, fruits & vegetables etc) every month, to a certain extent, in lieu of the returns for their investment, in proportion to their investments.  We will also pay them interest @ 5% PA in advance, every year, for their investments, plus a share in the annual net profits, if any, at the end of the year.

  1. My question is whether we would require GST or/& FSSAI registrations? Actually we would not be selling the products either to our partners or any outside customers, so practically it is not a sale, so why would the above registrations be mandatory/
  2.  Second query is, does this arrangement violate any laws of India, like SEBI/NBFC/ or any others?
  3. Can we assure fixed returns to our partners @ 12% PA?  And is it against any law to assure fixed returns to the partners above 12% PA?
  4. As LLP has no limit to the number of partners which can be admitted, hence I am preferring this format, but is it right, or any other format is better, if we want to have unlimited partners, say 1000 or more? 
  5. If anyone would like to become our consulting CA on very affordable basis, please do get in touch.  Thanking all in advance.   
Replies (1)

1. GST and FSSAI Registrations

GST Registration:

Since the LLP is trading in commodities, GST registration is required if the aggregate turnover exceeds ₹40 lakh (₹20 lakh for special category states) or for inter-state trading. Supplying grocery items to partners may be treated as a barter transaction under GST, making it taxable.

FSSAI Registration:

Handling or distributing food products (even free) requires an FSSAI license/registration to comply with food safety laws.


2. Compliance with SEBI, NBFC, or Other Laws

SEBI Regulations:

Pooling funds and offering returns might resemble a Collective Investment Scheme (CIS), requiring SEBI registration. Failure to comply can result in penalties.

NBFC Regulations:

Guaranteeing fixed returns could classify the LLP as conducting deposit-taking activity, subject to RBI’s NBFC norms, which LLPs generally cannot fulfill.

Legal Risks:

Guaranteeing fixed returns, especially above profits, could be seen as misrepresentation or unauthorized financial activity.


3. Assuring Fixed Returns to Partners

Is 12% Fixed Return Legal?

No explicit prohibition exists under the LLP Act, but excessive fixed returns (e.g., above 12%) could invite scrutiny. Returns should reflect realistic market risks.

Beyond 12% Fixed Returns:

Not illegal but increases compliance risks, especially if structured like public deposits or CIS.


4. Preferred Format for Unlimited Partners

LLP with Unlimited Partners:

While LLPs allow unlimited partners, managing large numbers (e.g., 1000+) may become complex in decision-making and compliance.

Alternative Formats:

  • Public Limited Company: Ideal for large investor bases, with stricter compliance.
  • Trust or Cooperative Society: Suitable for pooling funds and distributing kind-based returns.
  • LLP: Viable for up to 500 partners, beyond which complexities increase.

Recommendations:

  1. Register under GST and FSSAI to avoid penalties.
  2. Document return arrangements in the LLP agreement and avoid guaranteeing unreasonable fixed returns.
  3. Consult legal and financial advisors for compliance with SEBI, RBI, and other laws.
  4. Consider a public limited company or cooperative society for 1000+ partners, and use LLP for smaller groups.

 


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