November 2023


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Section 23 The Limited Liability Partnership Act, 2008

Relationship of partners (1) Save as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, shall be governed by the limited liability partnership agreement between the partners, or between the limited liability partnership and its partners. (2) The limited liability partnership agreement and any changes, if any, made therein shall be filed with the Registrar in such form, manner and accompanied by such fees as may be prescribed. (3) An agreement in writing made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership, provided such agreement is ratified by all the partners after the incorporation of the limited liability partnership. (4) In the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and the partners shall be determined by the provisions relating to that matter as are set out in the First Schedule. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 22 The Limited Liability Partnership Act, 2008

Eligibility to be partners On the incorporation of a limited liability partnership, the persons who subscribed their names to the incorporation document shall be its partners and any other person may become a partner of the limited liability partnership by and in accordance with the limited liability partnership agreement. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Process for Filing of FC-GPR with RBI

If a company accepts foreign investment, the Reserve Bank of India issues forms FC-GPR. As a result, the corporation will grant shares in exchange for a foreign investor’s investment. Additionally, the corporation must submit information on this share allotment using Form FC-GPR.  When a company receives foreign investment, form FC-GPR is issued by the Reserve Bank of India (RBI). Accordingly, the company will issue shares to a foreign investor for such investment. The company is also required to give details of such allotment of shares using Form FC-GPR.  What is FC-GPR (Foreign Currency- Gross Provisional Return)? Form FC-GPR: Issue of capital instruments by an Indian company to a person resident outside India When a business receives FDI (Foreign Direct Investment) through equity investment, the entity allocates shares to the foreign investor. This transaction has to be reported in the form of FC-GPR issued by RBI. FC-GPR applies when an entity receives foreign investment and against such investment, the entity allocates shares to foreign investors. If the same happens, the entity should file details of such allotment of shares with the Reserve Bank of India as per RBI requirements for foreign direct investment within 30 days. FC-GPR stands for Foreign currency-Gross provisional Return. FC-GPR is filed when an Indian Company receives investment from outside India for issuing shares/ convertible debentures/ preference shares under FDI Scheme. FC-GPR is filed after issuance of such shares/debentures. Purpose of filing– Form FC-GPR Form FC-GPR, the transaction to be notified is to issue equity instruments by an Indian company to a person established outside India, i.e. allotment of shares/compulsorily transferable preference shares/compulsorily transferable debentures, whether at the time of incorporation or after incorporation of the companies. Conditions for filing the FC-GPR form Every company that has foreign investment is required to report to the RBI. Below are the conditions to be considered in the case of foreign direct investment. Foreign investment should be following the foreign direct investment (FDI) policy. Securities issued should be as per the foreign exchange management. What is the due date of filing of FC-GPR? After issuance of shares/debentures, the company is required to file form FC-GPR to the Regional Office of the Reserve Bank in whose jurisdiction the Registered Office of the company operates. Form must be file within 30 days from date of allotment of shares/debentures. Earlier, Form FC-GPR was used to filed in 2 parts wherein Part-A was to be filed within 30 days of allotment of shares/debentures and part-B was an annual form required to be filed in the month of June every year. Part-B was filed for all outstanding investment by way of FDI as well as Portfolio / other investments and by way of re-invested earnings for the previous April to March period. Documents required for filing the FC-GPR form Declaration: Declarations should be included as additional attachments in the manner specified in the RBI user handbook. CS certificate: By the format specified in the RBI user handbook, a CS certificate must be included as one of your other documents. Valuation certificate: As required and necessary by FEMA 20(R), a valuation certificate should be submitted in the form of the valuation certificate. However, the valuation certificate is not necessary for the rights issue. The rights issued to persons or individuals residing outside of India cannot be priced lower than the price supplied to a person residing in India, based on a declaration that can be included in plain paper. Acknowledgment letter: Regarding FC-TRS/FC-TRS submitted for the initial investment for rights or bonus issue, appropriate acknowledgment letters must be included as additional attachments. Memorandum of Association: If there is any MOA it must be attached along with it. Board Resolution: it must be attached along with the important document. FIRC: Foreign Inward Remittance Certificate and KYC must be attached along with important documents. Mergers, demergers, and amalgamations: These must have the necessary permissions from the appropriate authorities at the designated attachment location and the relevant extracts. FC-GPR Filing Process Steрs tо hоw tо file Fоrm FС-GРR with RBI For the purpose of simplification of reporting, the government has launched a new consolidated  Single Master Form (“SMF”). 9 Forms are merged under SMF and applicable form can be filed by the person. SMF is filed online by login at FIRMS portal (https://firms.rbi.org.in/firms/faces/pages/login.xhtml). 1 Registrаtiоn fоr Business User To register as a new business user, the applicant must visit the official website of the FIRMS and register as per the procedure below:  Click on registration for new business users and fill in the form.  After filling in the details, the business user has to submit the registration form, which will be verified by the relevant branch of the authorized dealer bank.  Rejection or approval of the same would be communicated by email to the business user on the email provided for registration.  Form FC-GPR is issued by the Reserve Bank of India (RBI) when a company receives a foreign investment and for such investment, the company allots shares to the foreign investor, then the company must record the details of such allotment shares using the FC-GPR form. 2 Lоgging in tо FIRMS portal and select applicable form Company can login at FIRMS portal by entering its user Name and default password given viа аn emаil. Business user will be able to set а new раsswоrd. Post login, BU will leаd his/her wоrksрасe. On Dashboard, click on the left navigation buttоn and select Single Mаster Fоrm.  After clicking on SMF, drор down menu “Return Tyрe” will appear. List contains all 9 forms which are merged under SFM. From the drop down list, the company can select “Fоrm FС-GРR ” аnd сliсk оn the Аdd new return.  The user will be taken to fоrm FС-GРR.   3 Filing of Form FC-GPR Complete Form is divided in 2 parts namely “Соmmоn Investment detаils” and “FC-GPR”. “FC-GPR” is further divided into 5 tabs. 3.1 Common Investment Details Information furnished under this tab is common for аll the returns thаt саn be reроrted in SMF. Under this tab, сertаin

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Section 21 The Limited Liability Partnership Act, 2008

Publication of name and limited liability (1) Every limited liability partnership shall ensure that its invoices, official correspondence and publications bear the following, namely: (a) the name, address of its registered office and registration number of the limited liability partnership; and (b) a statement that it is registered with limited liability. 1[(2) If the limited liability partnership contravenes the provisions of this section, the limited liability partnership shall be liable to a penalty of ten thousand rupees.]   Amendment 1.Substituted by the Limited Liability Partnership (Amendment) Act, 2021 dated 13th August 2021. Amendment Effective From 01 April 2022. Original content: (2) Any limited liability partnership which contravenes the provisions of sub-section (1) shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 20 The Limited Liability Partnership Act, 2008

Penalty for improper use of words limited liability partnership or LLP If any person or persons carry on business under any name or title of which the words Limited Liability Partnership or LLP or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly incorporated as limited liability partnership, be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 19 The Limited Liability Partnership Act, 2008

Change of registered name Any limited liability partnership may change its name registered with the Registrar by filing with him a notice of such change in such form and manner and on payment of such fees as may be prescribed. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 18 The Limited Liability Partnership Act, 2008

Omitted Amendment 1.Omitted by the Limited Liability Partnership (Amendment) Act, 2021 dated 13th August 2021. Amendment Effective From 01 April 2022. Original content: (1) Any entity which already has a name similar to the name of a limited liability partnership which has been incorporated subsequently, may apply, in such manner as may be prescribed, to the Registrar to give a direction to any limited liability partnership, on a ground referred to in section 17 to change its name. (2) The Registrar shall not consider any application under sub-section (1) to give a direction to a limited liability partnership on the ground referred to in clause (b) of sub-section (1) of section 17 unless the Registrar receives the application within twenty-four months from the date of registration of the limited liability partnership under that name. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 17 The Limited Liability Partnership Act, 2008

Change of name of limited liability partnership (1) Notwithstanding anything contained in sections 15 and 16, if through inadvertence or otherwise, a limited liability partnership, on its first registration or on its registration by a new body corporate, its registered name;”>name, is registered by a name which is identical with or too nearly resembles to— (a) that of any other limited liability partnership or a company; or (b) a registered trade mark of a proprietor under the Trade Marks Act, 1999,as is likely to be mistaken for it, then on an application of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction: Provided that an application of the proprietor of the registered trade marks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act. (2) Where a limited liability partnership changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement. (3) If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter: Provided that nothing contained in this sub-section shall prevent a limited liability partnership from subsequently changing its name in accordance with the provisions of section 16.]   Amendment 1.Substituted by the Limited Liability Partnership (Amendment) Act, 2021 dated 13th August 2021. Amendment Effective From 01 April 2022. Original content: (1) Notwithstanding anything contained in sections 15 and 16, where the Central Government is satisfied that a limited liability partnership has been registered (whether through inadvertence or otherwise and whether originally or by a change of name) under a name which (a) is a name referred to in sub-section (2) of section 15; or (b) is identical with or too nearly resembles the name of any other limited liability partnership or body corporate or other name as to be likely to be mistaken for it, the Central Government may direct such limited liability partnership to change its name, and the limited liability partnership shall comply with the said direction within three months after the date of the direction or such longer period as the Central Government may allow. (2) Any limited liability partnership which fails to comply with a direction given under sub-section (1) shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees and the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.   Notes Notification for delegation of powers under section 17 of LLP Act 2008 to Regional Directors. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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Section 16 The Limited Liability Partnership Act, 2008

Reservation of name Applying for a Name Reservation: You can apply to the Registrar to reserve a name for your proposed limited liability partnership (LLP) Registration or to change the name of your existing LLP. The application must be in the prescribed format and accompanied by the required fee. Registrar’s Approval: Once the Registrar receives your application and fee, they will review it. If the proposed name meets the Central Government’s rules and doesn’t violate any grounds mentioned in Section 15(2) of LLP Act, the Registrar will reserve the name. The reserved name will be held for three months from the date the Registrar informs you. Legal text of Section 16 of The Limited Liability Partnership Act, 2008 (1) A person may apply in such form and manner and accompanied by such fee as may be prescribed to the Registrar for the reservation of a name set out in the application as (a) the name of a proposed limited liability partnership; or (b) the name to which a limited liability partnership proposes to change its name. (2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the Registrar may, if he is satisfied, subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.

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Section 15 The Limited Liability Partnership Act, 2008

Name (1) Every limited liability partnership shall have either the words limited liability partnership or the acronym LLP as the last words of its name. (2) No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is (a) undesirable; or 1[(b) identical or too nearly resembles to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999.]   Amendment 1.Substituted by the Limited Liability Partnership (Amendment) Act, 2021 dated 13th August 2021. Amendment Effective From 01 April 2022. Original content: (b) identical or too nearly resembles to that of any other partnership firm or limited liability partnership or body corporate or a registered trade mark, or a trade mark which is the subject-matter of an application for registration, of any other person under the Trade Marks Act, 1999 (47 of 1999). Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

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