One unlisted public ltd Co [ family controlled] & other family members form LLP, who in turn buy from this Co mostly and engage in retail Business. LLP's profit goes to all partners and that Co.
Is it ethical? Round tripping ? Consolidation of accounts and profit treatment.
Please guide.
Hey Jayanta,
Your question touches on a few important aspects: round-tripping, ethics, and accounting treatment. Let me break it down:
Round tripping typically refers to funds or profits flowing out of a company and then coming back to the same owners or related parties in a way that might be designed to manipulate taxes, show inflated revenues, or hide actual profits.
In your case, the unlisted public Ltd Co (family-controlled) sells goods to an LLP owned by family members, which then sells at retail.
LLP profits are shared among partners, which include the original company.
Ethics depend on transparency and substance over form.
If transactions between the Ltd Co and LLP are at arm’s length, meaning prices, terms, and conduct are comparable to what unrelated parties would agree on, it can be considered legitimate business structure.
But, if the LLP is being used mainly as a vehicle to shift profits, reduce tax liability, or hide profits, that could be considered round-tripping or tax avoidance.
Round-tripping is often scrutinized by tax authorities, especially if used to disguise profits or evade taxes.
Since one entity is a public Ltd Co and the other is an LLP, consolidation depends on control or significant influence.
Consolidation is required only if the Ltd Co has control over LLP (which generally means owning more than 50% or having decisive influence).
If LLP is a separate legal entity with distinct ownership, accounts need not be consolidated, but related party disclosures should be made in financials.
Profit treatment should be on actual business activities, not manipulated by intra-group transactions.
Tax authorities may scrutinize such arrangements for:
Transfer pricing (whether transactions are at arm’s length).
Disguised profit shifting.
Whether LLP profits are genuinely earned or just a conduit.
LLP profits are taxed in hands of partners, which can lead to tax planning advantages if partners are family members.
| Aspect | Notes |
|---|---|
| Round Tripping | If done to evade tax or hide profits, it’s risky and may be treated as tax avoidance. |
| Ethics | Depends on transparency and arm’s length transactions. |
| Consolidation | Only if Ltd Co has control over LLP; otherwise, separate accounting with disclosures. |
| Tax Treatment | Transfer pricing rules apply; profit shifting can attract scrutiny. |
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