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Add Foreign NRI Partner in LLP

Limited Liability Partnership is registered as per provisions of Limited Liability Partnership Act 2008/ LLP is separate legal entity from its partners. As LLP is modern type of Partnership and must have minimum two partners to run business. LLP Must have one Indian resident partner and second can be Appointed as Foreign National / NRI Partner in LLP. It can be noted that the regulation refers to two terms ‘Person’ and “person resident in India. Let us elaborate who is a ‘Person’ and what does it mean “person resident in India”.

Foreign National person can become partner in LLP or designated partner in LLP. Foreign national is eligible investor for registration of LLP. Government had given relaxation for Foreign Direct Investment in LLP. For Automatic route 100 % FDI is allowed.

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Few Foreign Nationals Cannot Become Partner in LLP

As discussed above Foreign National person can become partner however there are some restrictions. Following termed persons cannot become partner in Indian LLP.

• A citizen/entity of Pakistan or Bangladesh;
• A SEBI registered Foreign Institutional Investor (FII)
• A SEBI registered Foreign Venture Capital Investor (FVCI);
• A SEBI registered Qualified Foreign Investor (QFI) and
• A Foreign Portfolio Investor registered in accordance with Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 (RFPI)

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List of Documents for Foreign NRI to become Partner in LLP

Following are list of documents required by Foreign / NRI to become Partner in LLP.

• Self Certified Passport ( Apostille and Notarized )
• Self Attested Residential Address Proof ( ( Apostille and Notarized )
• Passport Size Photo
• Valid Mobile Number
• Valid Email ID
• Digital Signature

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Conditions For Foreign Nationals to become Partner in LLP

Following are conditions to become partner in Limited Liability Partnership

• Only Individual can be appointed as Designated Partner in LLP.
• The Person Must have Valid DIN Number
• The DIN Must to active DIN ( DIR 3 KYC is completed )

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Procedure to Add Foreign NRI Partner in LLP

Step 1: Apply For DSC

Digital Signature Certificate is first step. Apply for Digital Signature of Foreign partner in LLP. DSC is utilized for making application of DIN Registration and other necessary filing to MCA. Generally validity of DSC is 2 Years from date of registration

Step 2 : Apply DIN For Foreign NRI Partner

After registration of DSC , application need to made to MCA in Form DIR 3. This is for DIN Registration for Foreign NRI Partner. For DIN Registration incoming partners documents need to be submitted to MCA. Certification from Professional CA/CS/CMA is required.

Step 3 : Pass resolution for admission of Partner

For Appointment of Foreign Partner in LLP in existing LLP. LLP shall conduct a meeting between partner and pass a resolutions. This resolution may have details of new partners details, date of appointment , other terms and conditions. LLP May appoint any existing partner to act on behalf of LLP for filing at MCA.

1. Execute Resolution of Letter Head of LLP
2. Resolution of required Signature of existing partners and authorized partner
3. Details about subject matter
4. Affix Stamp of LLP

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Step 4 : Execute Amendment to LLP Agreement for Addition of Foreign Partner

LLP agreement is key document which have major details of LLP. LLP Operates is business as per terms and conditions of LLP agreement. This agreement need to be executed per with terms and conditions for appointment of partner in LLP. This agreement will have capital introduced , roles, duties etc. Check LLP Format for addition of Partner.

• It should contains terms & Condition towards admission of Partner.
• Previous LLP agreement can be amended through Supplementary agreement
• In case there is no change in capital this agreement can be executed on Rs.100/- stamp paper
• In case there is change in capital contribution of LLP then bond value applicable as per Stamp Act provisions.
• This supplementary agreement shall have sign of existing partner and New partner

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Step 5 : File Form 4 & Form 3 intimating Change of Partner in LLP

Form 4 of LLP is toward giving intimation to Ministry of Corporate Affairs for intimation of addition of Foreign Partner in LLP. This form need to be filing with use of DSC of existing partner and new Foreign partner of LLP. Certification form Practicing Chartered Accountant or Company Secretory of CMA is required.

Attachments to Form 4 of LLP

• Consent to act as partner/ designated partner
• Resolution for Authorizing partner
• Consent letter from New partner
• Other Optional attachments

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Government Fees and Other Expenses to Add Foreign National Partner in LLP

Below is approx. government fees & other expenses  require for addition of Foreign Partner in LLP

Conclusion 

Limited Liability Partnership Act given legal procedure to add Foreign National to appoint as as Partner in existing Limited Liability Partnership. Incoming Partner must have valid documents and he not banned to become partner in LLP. Income Foreign Partner need to apply for DSC and DIN number. Existing LLP need to pass board resolutions and make application to be MCA in Form 4. For Automated route 100% FDI is allowed.

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